<PAGE>

                                                                   Exhibit 10.36


================================================================================




                               CELERA DIAGNOSTICS



                             JOINT VENTURE AGREEMENT















                               AS OF APRIL 1, 2001







================================================================================


<PAGE>



                             JOINT VENTURE AGREEMENT


                  JOINT VENTURE AGREEMENT (this "Agreement"), dated as of the
1st day of April, 2001, by and among Applera Corporation ("Applera"), the
Applied Biosystems Group of Applera ("ABI"), the Celera Genomics Group of
Applera ("CRA"), Foster City Holdings, LLC ("ABI LLC"), and Rockville Holdings,
LLC ("CRA LLC").

                                    RECITALS

                  WHEREAS, effective as of December 1, 2000, Applera hired Kathy
Ordonez to lead a major initiative in diagnostics, with the expectation that
such initiative, although commenced within ABI, would be conducted with the
active participation of CRA; and

                  WHEREAS, the Board of Directors of Applera has determined that
it is appropriate and in the best interest of Applera and its stockholders that
such joint initiative be carried out in the form of a joint venture between ABI
and CRA on the terms and subject to the conditions set forth in this Agreement
(the "Joint Venture").

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                  1. Formation. ABI and CRA hereby agree to the legal formation
of the Joint Venture, which Joint Venture shall be structured in the manner
described in Annex A attached hereto.

                  2. Name. The name of the Joint Venture shall be "Celera
Diagnostics, LLC." The Joint Venture shall be referred to as a joint venture
with Applied Biosystems.

                  3. Field. The business of the Joint Venture shall be limited
to the field as described in Annex B attached hereto (as such description may be
amended from time to time in accordance with this Agreement, the "JV Field").

                  4. Contributions. ABI agrees to make the contributions to the
Joint Venture as described in Annex C-1 attached hereto (the "Initial ABI
Contribution"), and CRA agrees to make the contributions to the Joint Venture as
described in Annex C-2 attached hereto (the "Initial CRA Contribution" and,
together with the Initial ABI Contribution, the "Initial Contributions").

                  5. Employees. The initial employees of the Joint Venture shall
be those employees of ABI identified on Annex D attached hereto (the
"Employees").

                  6. Terms and Conditions. The Terms and Conditions described in
Annex E attached hereto shall govern all other aspects of the Joint Venture.


<PAGE>



                  IN WITNESS WHEREOF, the parties agree to the foregoing as of
the date first written above.

                            APPLERA CORPORATION


                            By: /s/ Tony L. White
                                -------------------------------------------
                                  Name:  Tony L. White
                                  Title:  Chairman, President and
                                  Chief Executive Officer

                            APPLIED BIOSYSTEMS GROUP OF
                            APPLERA CORPORATION


                            By: /s/ Michael W. Hunkapiller
                                -------------------------------------------
                                Name:  Michael W. Hunkapiller
                                Title: President

                            CELERA GENOMICS GROUP OF
                            APPLERA CORPORATION


                            By: /s/ J. Craig Venter
                                -------------------------------------------
                                Name:  J. Craig Venter
                                Title: President and Chief Scientific
                                         Officer

                            FOSTER CITY HOLDINGS, LLC

                            By: PE Corporation (NY), acting through the
                            Applied Biosystems Group, as the sole member
                            of Foster City Holdings, LLC

                            By: /s/ Michael W. Hunkapiller
                                -------------------------------------------
                                Name:  Michael W. Hunkapiller
                                Title: President

                            ROCKVILLE HOLDINGS, LLC

                            By: PE Corporation (NY), acting through
                            the Celera Genomics Group, as the sole member of
                            Rockville Holdings, LLC

                            By: /s/ J. Craig Venter
                                -------------------------------------------
                                Name:  J. Craig Venter
                                Title:  President



<PAGE>



                                                                         ANNEX A

                                  JOINT VENTURE
                          FORMATION MECHANICS/STRUCTURE



    ---------------------                        -----------------------
     PE Corporation (NY)                           PE Corporation (NY)
     acting through the             2             acting through the
     Applied Biosystems     ----------------      Celera Genomics Group
           Group
    ---------------------                        -----------------------
         |                                              |
         |    100%                                      |    100%
      4  | Membership                                 4 | Membership
         |  Interest                                    |  Interest
         |                                              |
    ----------------------                     -------------------------
1    Foster City Holdings,          3           Rockville Holdings, LLC    1
        LLC ("ABI LLC")     ----------------            ("CRA LLC")
    ----------------------                     -------------------------
                \                                         /
                 \                                       /
                  \       4                   4         /
        Class A    \                                   /   Class B
       Membership   \                                 /   Membership
        Interest     \                               /     Interest
                      \                             /
                         -------------------------
                          Celera Diagnostics, LLC   1
                              ("JV Company")
                         -------------------------



                         -------------------------


1.       CRA LLC and ABI LLC have been formed on behalf of PE Corporation (NY)
         acting through CRA and ABI, respectively. The JV Company has been
         formed on behalf of CRA LLC and ABI LLC.

2.       PE Corporation (NY) acting through CRA and ABI, respectively, has
         signed separate operating agreements as the sole member of CRA LLC and
         ABI LLC, respectively, for the purposes of establishing CRA LLC and ABI
         LLC as single member limited liability companies to be treated as pass
         through entities for tax purposes and certain other ministerial
         matters.
<PAGE>

3.       ABI LLC and CRA LLC shall sign an operating agreement (the "JV
         Operating Agreement") for the JV Company. Pursuant to this operating
         agreement, ABI LLC and CRA LLC shall own separate classes of membership
         interests in the JV Company (to be designated as the Class A membership
         interest and the Class B membership interest in the JV Company) with
         the economic and voting rights specified therein, which shall embody
         and/or incorporate by reference, as applicable, the relevant provisions
         of this Agreement, including the Terms and Conditions of Joint Venture
         specified in Annex E.

4.       The Initial ABI Contribution and the Initial CRA Contribution shall be
         contributed by ABI and CRA, respectively, to the JV Company through ABI
         LLC and CRA LLC, respectively, as the Class A and Class B members of
         the JV Company. Such contributions shall be deemed contributed to the
         JV Company as of the date of this Agreement (the "Commencement Date"),
         and accounted for as such in accordance with this Agreement as net
         assets of the JV Company as of such date. This Agreement shall serve as
         the legal transfer document, provided that if any further documentation
         is legally required from time to time after the date hereof the parties
         shall cooperate in implementing such documentation.



<PAGE>



                                                                         ANNEX B

                             DESCRIPTION OF JV FIELD


                  The business of the Joint Venture shall be limited to the
field of Human In Vitro Diagnostics (HIVD). The HIVD field comprises products,
technologies, services, and/or processes for use in the measurement,
observation, or determination of attributes, characteristics, diseases, traits,
or other conditions:

                  o   for medical management of a human being; and/or

                  o   for quality control or testing of human blood or tissue
                      for transfusion or blood banking, bone marrow
                      transplantation or banking, or tissue typing for
                      transplantation..

Examples of activities in the HIVD field:

                  o   Development, manufacture, or sale of anything labeled for
                      in vitro diagnostic use or any testing products labeled
                      for investigational use;

                  o   Development, manufacture, or sale of products designated
                      as Analyte Specific Reagents (ASR's) by FDA or their
                      research use counterparts in Europe and Japan and general
                      purpose reagents (GPR's) that are specifically sold for
                      use with ASR's;

                  o   Development and sale of software products for the
                      interpretation of data to provide an HIVD clinical test
                      result;

                  o   Development, manufacture, and sale of products that convey
                      amplification, sequencing, or other patent rights in the
                      HIVD field, or products that are designated specifically
                      for use with products that convey amplification,
                      sequencing, or other patent rights in the HIVD field;

                  o   Genetic testing for sample tracking in a clinical
                      laboratory;

                  o   Sale of any in vitro testing products regulated by the
                      FDA, including products claimed to be produced under
                      cGMP to be sold to IVD companies or clinical testing
                      laboratories;

                  o   In- and out-licensing or other transfer of patents,
                      technology, or know-how for HIVD use; and

                  o   Development, manufacture, or sale of, or providing service
                      and support for, systems (reagents, components and/or
                      instruments) developed and manufactured for HIVD use or
                      developed specifically for use with ASRs (or their
                      counterparts outside the US).

Specific examples of activities not in the HIVD field:

                  o   Development, manufacture, or sale of products or services
                      for basic and applied research, including clinical
                      research where the medical management of a patient is not
                      involved, unless the product or service is regulated as an
                      in vitro diagnostic test or ASR by the FDA;
<PAGE>

                  o   Development, manufacture, or sale of products or services
                      for quality assurance and quality control, including
                      testing to determine conformance with specifications,
                      purity and batch-to-batch consistency, but excluding human
                      plasma or tissue-derived samples for the pharmaceuticals
                      industry;

                  o   Testing of environmental samples, including the detection
                      of organisms, where the medical management of a human is
                      not involved;

                  o   Identity testing applications for forensic purposes or
                      determination of paternity, excluding genotyping or other
                      identification testing for medical management of a human
                      being or sample tracking in a clinical laboratory;

                  o   In vitro diagnostic testing of non-human (plant or
                      animal) samples, including animal breeding, pedigree
                      determination, or gender determination;

                  o   Testing for the agricultural or food industries, including
                      the identification of genetically modified organisms
                      (GMOs) for these industries;

                  o   Sale or service of general purpose ("open") instrument
                      systems or general purpose reagents, including enzymes,
                      unless sold in conjunction with ASRs or other products
                      regulated by the FDA;

                  o   Sale of non-exclusive information products and services
                      not regulated by FDA (such as the Celera Discovery System)
                      to any customers, including those customers operating in
                      the HIVD field;

                  o   Sale of anything labeled for Therapeutic or Prophylactic
                      use;

                  o   Sale of products or services that convey therapeutic or
                      research patent rights; and

                  o   In- and out- licensing or other transfer of patents,
                      technology or know-how for use in the therapeutic or
                      research fields.






<PAGE>



                                                                       ANNEX C-1

                    INITIAL ABI CONTRIBUTION TO JOINT VENTURE


                  The Initial ABI Contribution shall consist of the following:

1.       The ongoing commitment by ABI to pursue all opportunities within the JV
         Field exclusively through the Joint Venture, pursuant to the terms of
         this Agreement.

2.       ABI's existing molecular diagnostics business unit headed by Kathy
         Ordonez;

3.       ABI's existing diagnostic sequencing business headed by Eric Shulse;

4        Rights under license with Roche to use PCR and ABI's instrumentation
         platform in the human diagnostics field for the exclusive use by the JV
         Company in the JV Field; as well as exclusive rights to all other
         existing and future ABI patents, technology, and know-how in the JV
         Field as more fully described in, and subject to the terms and
         conditions of, Section 3.1(b) of Annex E to this Agreement;

5.       On-going royalties payable to ABI under the terms of the License
         Agreement between Visible Genetics and ABI;

6.       ABI's agreement to fund 50% of the working capital and fixed capital
         requirements of the Joint Venture as specified in Sections 2.3 and 7.3
         of Annex E to this Agreement; and

7.       ABI's agreement to reimburse CRA for tax benefits resulting from losses
         generated by the JV Company as specified in Section 7.4 of Annex E to
         this Agreement.




<PAGE>



                                                                       ANNEX C-2

                    INITIAL CRA CONTRIBUTION TO JOINT VENTURE


                  The Initial CRA Contribution shall consist of the following:


1.       The ongoing commitment by CRA to pursue all opportunities within the JV
         Field exclusively through the Joint Venture, pursuant to the terms of
         this Agreement.

2.       Access to the Celera Discovery System and all databases, including
         databases developed after the date hereof and during the term of the
         Joint Venture; as well as exclusive rights to all existing and future
         CRA patents, technology, and know-how in the JV Field as more fully
         described in, and subject to the terms and conditions of, Section
         3.1(b) of Annex E to this Agreement;

3.       CRA's payment of certain amounts relating to the molecular diagnostics
         initiative (primarily salaries) incurred from January 1, 2001, to March
         31, 2001) under the terms of that certain Agreement dated as of March
         30, 2001 between CRA and ABI (the "Prior Payment");

4.       CRA's agreement to fund 50% of the working capital and fixed capital
         requirements of the Joint Venture as specified in Sections 2.3 and 7.3
         of Annex E to this Agreement; and

5.       CRA's agreement to fund all of the cash operating losses of the Joint
         Venture up to a maximum of $300 million (excluding those amounts
         required for periodic working and fixed capital contributions which are
         to be shared equally by ABI and CRA) and to absorb the full operating
         losses of the Joint Venture in the manner specified in Sections 7.1(a)
         and 7.3(a) of Annex E to this Agreement, subject to a credit for the
         Prior Payment as specified in such Sections.



<PAGE>



                                                                         ANNEX D

            ABI EMPLOYEES INITIALLY TRANSFERRING TO THE JOINT VENTURE


[Intentionally omitted. The Company will furnish supplementally a copy of this
annex to the Securities and Exchange Commission upon request.]


<PAGE>

                                                                         ANNEX E

                      TERMS AND CONDITIONS OF JOINT VENTURE


1.       Joint Venture Business and Related Fundamental Principles

         1.1      Scope of JV Company Business; Activities of ABI and CRA. The
                  business of the Joint Venture as conducted through the JV
                  Company shall be limited to the JV Field (which expressly
                  includes the right to conduct such business jointly with
                  collaboration partners). The JV Company shall not conduct any
                  business outside of the JV Field unless the JV Field
                  definition is amended to include such other business in
                  accordance with the terms and conditions contained herein.
                  Similarly, subject to Sections 1.4, 1.5, 3.3 and 3.4 below,
                  ABI and CRA shall engage in activities in the JV Field
                  (whether directly or indirectly through collaboration with
                  third parties) exclusively through the JV Company and shall
                  not conduct any business within the JV Field other than
                  through the JV Company. Subject to Sections 1.4, 1.5, 3.3 and
                  3.4 of this Annex, the Joint Venture shall collect all
                  revenues or other consideration from the sale of any products,
                  services, licenses, or technology transfers in the JV Field,
                  unless otherwise agreed by the JV Board.

         1.2      Role within Applera Corporation. The following principles
                  shall govern the operation of the Joint Venture as a business
                  unit within Applera Corporation:

                  (a)   As specified in further detail in Section 4 below, the
                        JV Company shall have its own board of managers (the "JV
                        Board") and management who shall be responsible for the
                        operation of the JV Company's business.

                  (b)   The parties recognize that certain matters relating to
                        or affecting the JV Company may also relate to or affect
                        ABI or CRA. Therefore, as a general principle these
                        matters should be subject to the same procedures and
                        processes currently used to resolve issues between ABI
                        and CRA, with the understanding that the JV Company
                        would be included in those procedures and processes as
                        applied to such matters. These procedures and processes
                        include the Applera Inter-Group Policy Committee (the
                        "Inter-Group Policy Committee," which term includes any
                        processes or procedures for resolution of issues between
                        ABI and CRA, or among ABI, CRA, and the JV Company, as
                        may be applicable from time to time, and any successor
                        committees, processes, or procedures). This Annex E
                        specifies certain matters that must be reviewed by the
                        Inter-Group Policy Committee, but these matters should
                        not be viewed as exclusive.

                                   Annex E-1

<PAGE>

                  (c)   The parties also recognize that, since ABI, CRA, and the
                        JV Company operate under the authority of the Applera
                        Corporation Board of Directors (the "Applera Board"),
                        the terms, conditions, ownership, and operation of the
                        Joint Venture shall at all times remain subject to the
                        ultimate supervision of the Applera Board. Section 8
                        below outlines this principle in further detail, and in
                        particular identifies certain "Fundamental Changes"
                        which require the approval of the Applera Board.

                  (d)   Within this framework, the parties anticipate that
                        disputes and disagreements can be minimized by
                        encouraging ongoing consultation and discussions among
                        the parties and by using formal processes and procedures
                        where necessary or appropriate. The parties shall
                        communicate regarding potential concerns before signing
                        agreements or committing to transactions, and are
                        encouraged to initiate dialogue, whenever there is
                        potential for conflict or disagreement even where this
                        potential is not deemed significant.

         1.3      JV Field Definition and Interpretation. The JV Field
                  definition affects all parties, and therefore interpretation
                  and amendment of the definition shall be subject to the
                  approval of the Inter-Group Policy Committee (subject to the
                  oversight of the Applera Board as outlined in Section 8).
                  However, the JV Board, acting in consultation with JV Company
                  management, shall have the primary responsibility for
                  reviewing the JV Field definition from time to time and
                  recommending any proposed amendments to the Inter-Group Policy
                  Committee. Such review shall occur at least on an annual
                  basis, but shall also occur more frequently as circumstances
                  require, such as due to actual or anticipated technological
                  changes or evolution of the human in vitro diagnostics market,
                  with the goal of anticipating issues to minimize the
                  development of conflict. ABI and CRA may also make
                  recommendations to the Inter-Group Policy Committee from time
                  to time as they believe necessary or appropriate with respect
                  to the JV Field definition. Amendments approved by the
                  Inter-Group Policy Committee shall be binding on the parties
                  and shall be formally adopted as provided in Section 9 below.

                                    Annex E-2

<PAGE>

         1.4      Business Opportunities, Including New Technology and IP. If
                  either ABI or CRA identifies a business opportunity within the
                  JV Field (including any proposed acquisition of technology or
                  other intellectual property or improvements thereto with
                  applications within the JV Field as contemplated by Section
                  3.3), they shall present this opportunity to the JV Company.
                  Subject to the authority of the Applera Board as described in
                  Section 8 of this Annex E, it shall be within the sole
                  discretion of the JV Board as to whether or not the JV Company
                  shall pursue the business opportunity. If the JV Board makes a
                  determination that the JV Company will not pursue such a
                  business opportunity, then the party that identified the
                  opportunity shall be permitted to pursue such opportunity in
                  the JV Field on the terms and conditions approved by the
                  Inter-Group Policy Committee.

         1.5      Certain Third Party Collaborations. Notwithstanding the
                  restriction in Section 1.1 above, the JV Company, ABI and CRA
                  may individually establish collaborations with third party
                  companies to conduct pharmacogenomic research. Such research
                  relates to the identification, analysis or validation of
                  surrogate markers for drug activation or drug metabolism, and
                  the determination or prediction of treatment response,
                  efficacy or adverse effects specifically in connection with
                  the development of a therapeutic regimen. The JV Company shall
                  have royalty-free access to all markers derived from any third
                  party collaboration for use in the JV Field, except for
                  royalties owed to third parties. The JV Company shall maintain
                  the exclusive right within Applera to commercialize any
                  analyte specific reagents and in vitro diagnostic products
                  resulting from any such third party collaboration.
                  Furthermore, the JV Company shall have the right of first
                  refusal within Applera to establish a third party
                  collaboration that involves the discovery of markers for use
                  in the JV Field. Notwithstanding anything herein to the
                  contrary, CRA shall retain the right to utilize such markers
                  in its clinical trial activities without compensation to the
                  JV Company. However, the JV Company may not establish a third
                  party collaboration that is specifically designed to identify
                  therapeutic targets. In cases where the third party
                  collaboration involves the discovery of both diagnostic and
                  therapeutic markers, the JV Company and another Applera
                  operating group would jointly establish the collaboration. The
                  Applera operating group establishing a third party
                  collaboration shall collect all revenues from that
                  collaboration. If more than one Applera operating group
                  participates in the collaboration, the revenues shall be
                  shared proportionately as agreed between them with the
                  approval of the Inter-Group Policy Committee.


                                   Annex E-3
<PAGE>


2.       Formation/Capitalization

         2.1      Nature of Joint Venture; Ownership . The Joint Venture shall
                  be conducted by CRA and ABI through the JV Company. ABI and
                  CRA shall each own their respective interests in the JV
                  Company through ABI LLC and CRA LLC, respectively, which shall
                  own Class A and Class B membership interests, respectively, in
                  the JV Company. The economic and voting rights associated with
                  those two classes of membership interests are to be set forth
                  in the JV Operating Agreement, which shall have terms and
                  conditions which are not inconsistent with this Agreement. The
                  Class A and Class B membership interests in the JV Company
                  shall represent equal membership interests in the JV company
                  with respect to all matters (including voting and economic
                  rights) except as otherwise specifically provided in this
                  Agreement. ABI and CRA, as the Class A and Class B members,
                  respectively, of the JV Company, shall account for their
                  respective membership interests in the JV Company consistent
                  with the rights and obligations associated with those
                  interests pursuant to the JV Operating Agreement, which shall
                  embody and/or incorporate by reference the principles outlined
                  in Section 7 below.

         2.2      Initial Capital Contributions. The Initial Contributions of
                  ABI through ABI LLC and CRA through CRA LLC to the JV Company
                  and the contribution mechanics are as described in Annexes A,
                  C-1, and C-2 attached hereto.

         2.3      Future Capital Contributions. All future funding needs for the
                  JV Company shall be satisfied in accordance with Section 7.3
                  of this Annex subject to the following:

                  (a)   The funding of the LLC pursuant to Section 7.3 shall not
                        alter ABI LLC's or CRA LLC's respective Class A or Class
                        B membership interest in the JV Company even though,
                        among other things, such provisions may require unequal
                        cash contributions to the JV Company, as the commitment
                        to make such contributions are part of the Initial
                        Contributions. The making of any contributions which
                        would cause deviation in the Class A or Class B
                        membership interests or the rights or obligations
                        associated with such interests as set forth in this
                        Annex is a Fundamental Change subject to Section 8
                        below.

                  (b)   Except as set forth in this Agreement with respect to
                        the Initial Contributions, all contributions from the
                        parties shall be in the form of cash unless otherwise
                        approved by the JV Board. Non-cash contributions shall
                        be valued at the fair value of the property contributed
                        as determined by the Applera Board using outside
                        resources to the extent it deems necessary. For the
                        avoidance of doubt, it is understood that such valuation
                        is for purposes of determining the Class A and Class B
                        membership interests of each of ABI LLC and CRA LLC in
                        the JV Company and not for accounting purposes.

                                   Annex E-4
<PAGE>

                  The JV Board shall review and approve the JV Company business
                  plan and corresponding budget (including fixed and working
                  capital requirements) prior to the commencement of each of its
                  fiscal years, and at such other times as the JV Board
                  determines from time to time.

3.       Intellectual Property Matters

         3.1      IP Contributions by ABI and CRA. The initial intellectual
                  property contributions of each of ABI and CRA to the JV
                  Company through ABI LLC and CRA LLC, respectively, include (a)
                  the intellectual property specifically set forth in Annexes
                  C-1 and C-2, and (b) subject to Section 3.4 below and subject
                  to the rights of third parties, exclusive rights to all
                  existing and future ABI and CRA patents, technology, and
                  know-how (including improvements and modifications thereto)
                  for applications within the JV Field. Subject to Sections 1.4
                  and 1.5 above and Sections 3.3 and 3.4 below, the JV Company
                  shall have the right to use such intellectual property within
                  the JV Field (including the right to license or sublicense
                  such intellectual property) without the payment of any license
                  fees or royalties to ABI or CRA but subject to the terms and
                  conditions, including royalty or license fee obligations,
                  owing to any third party in respect of such intellectual
                  property. ABI and CRA shall use their commercially reasonable
                  efforts to ensure that future contracts with third parties do
                  not contain restrictions that would restrict the JV Company's
                  access to and use of their intellectual property as
                  contemplated by this Section, and before entering into any
                  contract that contains such a restriction they shall obtain
                  the approval of the Inter-Group Policy Committee.

                                   Annex E-5
<PAGE>

         3.2      Rights to Technology Developed or Acquired by JV Company.
                  Subject to Sections 1.4 and 1.5 above, the JV Company shall
                  have the exclusive right to use intellectual property
                  developed or acquired by the JV Company within the JV Field.
                  Outside of the JV Field, subject to the rights of any third
                  party, any intellectual property developed or acquired by the
                  JV Company (a) may be used exclusively by ABI within the
                  research field without the payment of any license fees or
                  royalties to the JV Company, and (b) may be used exclusively
                  by CRA within the therapeutics field without the payment of
                  any license fees or royalties to the JV Company. The use of
                  any intellectual property developed by the JV Company in a
                  field of use not contemplated by this Section 3.2 shall be
                  determined by the Inter-Group Policy Committee. The foregoing
                  notwithstanding, the use of technology, know-how, information,
                  or data developed by the JV Company may be subjected to such
                  reasonable restrictions as the Inter-Group Policy Committee
                  may determine for purposes of securing necessary patent
                  protection, complying with JV Company obligations to third
                  parties, or maximizing the commercial value to Applera of the
                  technology, know-how, information, or data. The JV Company
                  shall use its commercially reasonable efforts to ensure that
                  future contracts with third parties do not contain
                  restrictions that would restrict ABI's or CRA's access to and
                  use of its intellectual property as contemplated by this
                  Section, and before entering into any contract that contains
                  such a restriction it shall obtain the approval of the
                  Inter-Group Policy Committee.

         3.3      Rights to Third-Party Technology. ABI's or CRA's subsequent
                  acquisition of rights to technology or other intellectual
                  property or improvements thereto from a third party with
                  applications within the JV Field shall be subject to Section
                  1.4 above.

         3.4      CRA's Existing Collaborations. The parties acknowledge that
                  CRA currently is a party to certain collaboration and other
                  agreements that, among other things, provide third parties
                  with access to certain CRA technology for use in certain
                  fields, including fields that would be considered within the
                  JV Field. Notwithstanding anything to the contrary contained
                  herein, these agreements and the transactions and
                  relationships established by them shall be deemed excluded
                  from the JV Field and the grant of rights to third parties
                  under these agreements shall not be a violation of this Joint
                  Venture Agreement if and to the extent that CRA is, under the
                  terms and conditions of such collaboration and other
                  agreements, prohibited from assigning them to the JV Company.
                  CRA and the JV Company will separately agree in writing on the
                  list of collaboration and other agreements that are covered by
                  the exception in this Section 3.4. For the avoidance of doubt,
                  it is understood that even if a collaboration or other
                  agreement is excluded under this Section 3.4, intellectual
                  property that CRA may derive from such agreement within the JV
                  Field shall be covered by Section 3.1 above, and will be
                  deemed contributed to the JV Company for its exclusive use
                  within the JV Field, unless prohibited under the terms of such
                  collaboration and other agreements.

                                   Annex E-6
<PAGE>

         3.5      Determinations. The applicability to the JV Field of
                  intellectual property that is subsequently created or acquired
                  by either ABI or CRA, as the case may be, shall be determined
                  by the Inter-Group Policy Committee as contemplated by Section
                  1.2 above.

4.       Governance.

         4.1      JV Board

                  The Joint Venture shall operate under the supervision of the
                  JV Board, which shall have the authority of a "manager" of a
                  limited liability company under the Limited Liability Company
                  Act of the State of Delaware, subject to the specific limits
                  set forth herein. The following provisions shall apply to the
                  JV Board:

                  (a)   Composition. The JV Board shall have six (6) members,
                        consisting of:

                        (i)     the Chief Executive Officer of Applera (the
                                "CEO"),

                        (ii)    the JV President (as defined below),

                        (iii)   one member appointed by ABI LLC as the Class A
                                member of the JV Company (the "ABI Nominee"),

                        (iv)    one member appointed by CRA LLC as the Class B
                                member of the JV Company (the "CRA Nominee"),

                        (v)     the Chief Financial Officer of Applera, and

                        (vi)    the General Counsel of Applera,

                                The CEO shall be the Chairman of the JV Board.
                                ABI LLC and CRA LLC can remove and replace the
                                ABI Nominee and CRA Nominee appointed by them,
                                respectively, from time to time without
                                restriction. Any member of the JV Board who is
                                unable to attend a meeting of the JV Board may,
                                for that meeting, designate an alternate or
                                proxy to act on behalf of such member of the JV
                                Board, subject to approval of the CEO.

                  (b)   Meetings. Meetings of the JV Board shall be held from
                        time to time as the parties deem necessary or as
                        required to take the actions specified herein, and as
                        may otherwise be requested from time to time by the CEO.
                        A quorum for meetings requires the presence of the ABI
                        Nominee, the CRA Nominee, the JV President, and the CEO
                        (or, if applicable, their designated alternates or
                        proxies).

                                   Annex E-7
<PAGE>

                  (c)   Voting. Approval of matters voted on by the JV Board at
                        meetings requires a vote of a majority of the entire JV
                        Board (regardless of who is present at a meeting);
                        provided, however, that (i) in the event of a tie vote
                        the CEO (or his designated alternate or proxy) shall
                        have a casting (i.e., tie-breaking) vote and (ii) in
                        lieu of exercising such casting vote, the CEO (or, if
                        applicable, his designated alternate or proxy) may
                        instead have the matter referred to and determined by
                        the Applera Board as contemplated by Section 8.3 below.

                  (d)   No Fiduciary Duties. No members of the JV Board shall
                        have any fiduciary or similar duties to the members of
                        the JV Company, and are therefore free to vote in
                        accordance with instructions from the parties nominating
                        such members.

                  (e)   Action By Written Consent. Notwithstanding the
                        foregoing, any action required or permitted to be taken
                        at any meeting of the JV Board may be taken without a
                        meeting if all members of the JV Board consent thereto
                        in writing.

                  (f)   Indemnification. The JV Company shall indemnify and hold
                        harmless each member of the JV Board from and against
                        any and all claims and demands to the fullest extent
                        permitted by law and Applera's By-laws.

         4.2      Joint Venture Management

                  The day-to-day operations of the Joint Venture shall be run by
                  a management team employed by, and dedicated to, the JV
                  Company under the management and direction of the JV Board.
                  Such management team shall be headed by a president (the "JV
                  President") who shall initially be Kathy Ordonez. The balance
                  of the management team, and the personnel filling management
                  positions, shall be determined from time to time by the JV
                  President under the supervision of the JV Board. The
                  management of the JV Company shall have such authority as the
                  JV Board shall from time to time delegate except that the JV
                  Company's management authority shall not extend to matters
                  requiring approval of the Applera Board or the Inter-Group
                  Policy Committee under the terms hereof.

5.       Operations

         5.1      Access to ABI and CRA Products and Services. From time to
                  time, the JV Company may require products and services of ABI
                  or CRA in addition to those products and services that
                  constitute the Initial Contributions. ABI and CRA, as
                  applicable, shall supply the JV Company with such products and
                  services on terms and conditions (including price) approved by
                  the Applera Board consistent with then applicable policies on
                  intra-company transactions. Such products and services will
                  not be treated as contributions to the JV Company through ABI
                  LLC or CRA LLC unless otherwise determined by the Applera
                  Board consistent with the principles set forth in this Annex.

                                   Annex E-8
<PAGE>

         5.2      Access to Corporate Overhead. The JV Company shall have access
                  to Applera's general corporate resources (including tax,
                  accounting and legal) in accordance with, and subject to,
                  Applera management allocation policies as in effect from time
                  to time. The JV Company shall incur an administrative charge
                  to its operations reflecting an allocation of corporate costs
                  as determined by the overall allocation formula (commonly
                  referred to as the "Four-Factor Allocation").

6.       Employees and Benefits

         6.1      Employees. The JV Company shall be staffed with employees who
                  are dedicated full time to the business of the JV Company. The
                  JV Company shall be prohibited from hiring employees of either
                  ABI or CRA without the consent of the affected group, except
                  that the employees identified on Annex D shall initially staff
                  the JV and no consent of ABI is required with respect to such
                  employees.

         6.2      Compensation and Benefits. Subject to Section 4.1(c) and
                  subject also to any matters which by their own terms require
                  Applera Board approval (such as stock options), matters
                  relating to the compensation of JV Company personnel shall be
                  determined by management of the JV Company consistent with
                  Applera policies applicable to such matters as in effect from
                  time to time. JV Company personnel shall also be provided with
                  Applera benefits in accordance with applicable Applera
                  policies as in effect from time to time.

7.       Tax/Accounting Matters

         7.1      Joint Venture Losses. JV Company losses shall be for the
                  account of ABI LLC, as the Class A member of the JV Company,
                  and CRA LLC, as the Class B member of the JV Company (and
                  accordingly recorded by ABI or CRA, as applicable, on their
                  books), as follows:

                  (a)   During the Initial Loss Period (as defined below), all
                        operating losses of the JV Company up to an aggregate
                        amount equal to $300 million (the "Initial Loss
                        Commitment") shall be allocated to CRA LLC, provided
                        that CRA LLC shall receive a credit under this clause
                        against the Initial Loss Commitment for the Prior
                        Payment (the aggregate operating losses allocated to CRA
                        LLC from time to time under this clause, including the
                        credit for the Prior Payment, is referred to herein as
                        the "Allocated Initial Losses"); and

                                   Annex E-9
<PAGE>

                  (b)   All operating losses of the JV Company above the Initial
                        Loss Commitment, or which occur after the Initial Loss
                        Period, shall be allocated 50% for the account of ABI
                        LLC and 50% for the account of CRA LLC (as the Class A
                        and Class B members, respectively, of the JV Company).

                  The "Initial Loss Period" shall mean the period beginning with
                  the formation of the Joint Venture and ending on the earliest
                  to occur of (i) the time at which Allocated Initial Losses
                  equal the Initial Loss Commitment, (ii) the last day of any
                  fiscal quarter during which the JV Company experiences gross
                  operating profits, if such fiscal quarter represents the
                  fourth of four consecutive fiscal quarters during which the JV
                  Company experiences gross operating profits. For these
                  purposes, the JV Company's operating results shall include all
                  items, except those deemed to be non-recurring in nature as
                  determined by the JV Board.

         7.2      Joint Venture Profits. JV Company profits shall be for the
                  account of ABI LLC, as the Class A member of the JV Company,
                  and CRA LLC as the Class B member of the JV Company (and
                  accordingly recorded by ABI or CRA, as applicable, on their
                  books), as follows:

                  (a)   All profits of the JV Company shall be allocated 65% for
                        the account of CRA LLC and 35% for the account of ABI
                        LLC until the cumulative profits of the JV Company equal
                        the Allocated Initial Losses; and

                  (b)   All profits of the JV Company above the amount referred
                        to in clause (b) above shall be allocated to ABI LLC and
                        CRA LLC equally.

         7.3      Cash Contributions.

                  (a)   Cash operating losses of the JV Company shall be funded
                        by CRA LLC (as the Class B member of the JV Company) up
                        to the Initial Loss Commitment, subject to a [credit]
                        under this provision in an amount equal to the Prior
                        Payment. The amounts to be funded pursuant to the
                        following clauses (b) and (c) are incremental to this
                        amount.

                  (b)   Working capital requirements of the JV Company shall be
                        funded by ABI LLC and CRA LLC (as the Class A and Class
                        B members, respectively, of the JV Company) equally.
                        Working capital shall be measured at the end of each
                        fiscal quarter as the cash flow impact of the change in
                        the current assets and liabilities of the JV Company.

                                   Annex E-10
<PAGE>

                  (c)   Plant, property, and equipment ("fixed capital")
                        requirements of the JV Company shall be funded by ABI
                        LLC and CRA LLC (as the Class A and the Class B members,
                        respectively, of the JV Company) equally.

         7.4      Reimbursement of Tax Benefits. If CRA LLC, as the Class B
                  member of the JV Company, assumes and CRA records on its books
                  JV Company losses as provided in Section 7.1 above, then ABI
                  shall reimburse CRA for any tax benefits resulting from such
                  losses or any other tax benefits generated by the JV Company
                  during the loss year to the extent that such benefits are
                  utilized by ABI.

         7.5      Distributions On Liquidation. Upon a liquidation of the JV
                  Company business (which for these purposes includes a sale of
                  the business regardless of the legal structure of such
                  transaction), the assets of the JV Company (or, if applicable,
                  the proceeds of such sale) shall be allocated to ABI LLC and
                  CRA LLC as the Class A and Class B members of the JV Company
                  as follows (after payment of all of the JV Company's debts and
                  liabilities):

                  (a)   First, to the extent of any such proceeds, to ABI LLC
                        and CRA LLC in an amount equal to the balance in their
                        respective shareholder equity accounts in the JV Company
                        (payable to them pro rata based on the amounts owing to
                        them under this clause (a) up to such amounts);

                  (b)   Second, to the extent of any such proceeds after payment
                        of the amounts in clause (a) above, 65% to CRA LLC and
                        35% to ABI LLC until the cumulative amounts paid under
                        this clause (b), together with any cumulative profit
                        returned under Section 7.2(a), equals the Allocated
                        Initial Losses; and

                  (c)   Third, to the extent of any remaining proceeds after
                        payments of the amounts referred to in clauses (a) and
                        (b) above, to ABI LLC and CRA LLC equally.

8.       Matters Subject to Applera Board Approval or Review

         8.1      Role of Applera Board. Notwithstanding anything to the
                  contrary contained herein, all matters relating to the JV
                  Company shall at all times remain within the purview of the
                  Applera Board, which shall have the authority to review
                  matters relating to the JV Company or the JV Board on its own
                  initiative and, if it deems appropriate, instruct the JV
                  Company or the JV Board regarding particular matters (in which
                  case the JV Company and the JV Board shall be bound to comply
                  with such instructions). Without limiting the foregoing, the
                  conduct of the business of ABI, CRA, ABI LLC, CRA LLC, and the
                  JV Company shall at all times remain subject to Applera
                  policies in effect from time to time.

                                   Annex E-11
<PAGE>

         8.2      Fundamental Changes. Although the parties do not anticipate
                  any material alteration in the fundamental structure and
                  ownership of the JV Company for the foreseeable future, from
                  time to time circumstances may arise which warrant
                  consideration of such alterations ("Fundamental Changes").
                  Fundamental changes, defined to include the following matters,
                  require approval of the Applera Board:

                  (a)   Terminating the Joint Venture by transferring its
                        business to either or both of ABI and/or CRA;

                  (b)   Spinning off the JV Company into an independent
                        business;

                  (c)   Altering the ownership of the JV Company between ABI and
                        CRA due to, for example, alterations in the rights or
                        obligations (including contribution commitments)
                        associated with their direct or indirect interests in
                        the JV Company as set forth in Section 7 above);

                  (d)   Allowing a third party to participate in the JV Company,
                        including by way of a transfer by either or both of ABI
                        and/or CRA of its direct or indirect interest or by
                        contribution of new equity into the JV Company;

                  (e)   Liquidating the JV Company in whole or in part by
                        disposing of some or all of its assets to a third party;
                        and

                  (f)   Other matters identified by the CEO or the Applera Board
                        from time to time as Fundamental Changes.

         8.3      Interpretation of Agreement; Resolution of Disputes. It is the
                  intent of the parties that, subject to the preceding
                  provisions of this Section 8, all issues relating to the JV
                  Company, including the interpretation of this Agreement, be
                  decided or resolved by the JV Board or, in the case of issues
                  which affect or relate to ABI or CRA (including, without
                  limitation, issues relating to the definition of the JV
                  Field), the Inter-Group Policy Committee. However, any
                  dispute, disagreement, or deadlock relating to the JV Company
                  which cannot be so resolved may be referred by the CEO to the
                  Applera Board, and any resulting determination by the Applera
                  Board shall be binding on the parties.


                                   Annex E-12
<PAGE>

9.       Amendment and Waiver

Subject to any approval of the Applera Board required under Section 8 of this
Annex, the terms and conditions contained in this Agreement may be amended, and
the conduct of the parties may deviate from such terms and conditions, with the
approval ofthe Inter-Group Policy Committee; provided, however, that any
amendment to this Agreement, upon receiving the necessary approval, shall be in
a written instrument signed by (a) ABI and ABI LLC, (b) CRA and CRA LLC, and (c)
the CEO. In addition, if any provision of this Agreement specifies that the
approval or determination of the Applera Board is required for or with respect
to any matter, then such provision may not be amended, and the conduct of the
parties shall not deviate from such provision, without the approval of the
Applera Board.


                                   Annex E-13