**Exhibit 10.9.2**

**APPLERA CORPORATION/CELERA GENOMICS GROUP****1999 STOCK INCENTIVE PLAN**

**FORM OF NON-QUALIFIED STOCK OPTION****AGREEMENT**

**NON-QUALIFIED STOCK OPTION****AGREEMENT** datedas of [Grant Date] by and between Applera Corporation, a Delaware corporation(the “Company”), and [Name], a regular salaried employee of the Company or one of its subsidiaries (“you”). 

***1.   Grant          of Option.***The      Company hereby grants to you an option (the “Option”) to purchase      [Total Number of Shares] shares of its Celera Genomics Group Common Stock,      par value $.01 per share (the “Celera Stock”), under the terms      of the Applera Corporation/Celera Genomics Group 1999 Stock Incentive Plan      (the “Plan”). 

***2.   Purchase            Price of Option.***The            purchase price of the shares of Celera Stock subject to the Option            is $[Purchase Price] per share. 

***3.   Expiration            Date of Option.***The      Option will expire as of 12:00 a.m. midnight (New York time) on [10 Year      Anniversary of Grant Date] (the “Expiration Date”), unless it      is terminated earlier as provided in this Agreement. 

***4.   Exercise.***The        Option may be exercised as to [25% of Total Number of Shares] shares        on [First Anniversary of Grant Date], [25% of Total Number of Shares]        shares on [Second Anniversary of Grant Date], [25% of Total Number of        Shares] shares on [Third Anniversary of Grant Date] and [25% of Total        Number of Shares] shares on [Fourth Anniversary of Grant Date].1 2 Except        as provided below, the Option may not be exercised unless you are on        the date of exercise, and have been at all times from the date of grant        to the date of exercise, a regular employee of the Company or one of        its subsidiaries. 

***5.   Termination            of Employment.*** If            your employment with the Company or a subsidiary is terminated by            you or the Company for any reason other than Cause (as defined below)3,            retirement, disability, or death, you may exercise the Option, to            the extent that you would otherwise be entitled to do so at the date            of termination of employment, at any time within 30 days after the            date of termination, but not after the Expiration Date. 

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| 1 | January          21, 1999, stock option grants vested in four equal installments on          the first day of each of the first four fiscal years commencing after          the grant date. All other stock options issued pursuant to this form          of agreement were issued subject to the vesting schedule set forth in this    Section 4. The foregoing nothwithstanding, during the 2005 fiscal year, the vesting of all stock optionsissued pursuant to this form of agreement was accelerated, such that all of these options became exercisableregardless of the vesting schedule set forth in this Section 4. However, shares of stock issued upon the exerciseof the accelerated options by executive officers and some other senior employees are subject to a restriction on the saleor other transfer prior to the earlier of the original vesting date or the individual’stermination of employment. |
| 2 | For stock options granted during or after June 2002, the vesting dates                for a newly-hired employee are  the anniversaries of the hire                date, and not the grant date, if employment commences prior to                the grant date. |
| 3 | This          reference to “Cause” is applicable only to stock option grants          approvedon and after October 19, 2000. |

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***6.   Termination          of Service for Cause.*****If          your employment with the Company is terminated by the Company for Cause,          the Option will be immediatelyforfeited in full upon such termination (regardless of the extent to which theOption may have been exercisable as of such time). For purposes of this paragraph6 only, “Cause” is defined as (a) any act which is in bad faith andto the detriment of the Company or (b) a material breach of any agreement withor material obligation to the Company.4

***7.   Retirement            or Disability.***If            you retire under the terms of any qualified pension plan provided            by the Company or one of its subsidiaries, or if you are totally            and permanently disabled, the Option may be exercised as to the total            number of shares subject to the Option (without regard to the exercise            schedule set forth in paragraph 4) at any time within one year after            the date of retirement or disability retirement, but not after the            Expiration Date. 

***8.   Death.***  If        you die while employed by the Company or one of its subsidiaries, the        Option may be exercised (to the extent that you would have been entitled        to do so at the date of your death) by your executor or administrator        (or other person at the time entitled by law to your rights under the        Option) at any time within one year after the date of death, but not        after the Expiration Date. 

***9.   Exercise            of Option.***The      Option may be exercised by giving written notice in the form specified      by the Company to the Corporate Secretary at the principal office of the      Company specifying the number of shares of Celera Stock to be purchased.      However, the Option may not be exercised as to fewer than 100 shares, or      the remaining shares covered by the Option if fewer than 100, at any one      time, and the Option may not be exercised with respect to a fractional      share. The purchase price of the shares as to which the Option is exercised      must be paid in full at the time of exercise, at your election, (a) in      U.S. currency, (b) by tendering to the Company shares of Celera Stock owned      by you for at least six months having a Fair Market Value (as defined in      the Plan) equal to the aggregate purchase price of the shares as to which      the Option is being exercised, (c) a combination of U.S. currency and/or      previously owned shares of Celera Stock valued at Fair Market Value, or      (d) by payment of such other consideration as the Management Resources      Committee of the Board of Directors (the “Committee”) from time      to time determines. For purposes of this paragraph, Fair Market Value will      be determined as of the business day immediately preceding the day on which      the Option is exercised. 

***10.   Conditionsto Exercise.***Theexercise of the Option within one year following termination of employment issubject to the satisfaction of the conditions that you have not (a) renderedservices or engaged directly or indirectly in any business which in the opinionof the Committee competes with or is in conflict with the interests of the Company,or (b) violated any written agreement with the Company, including, without limitation,any confidentiality agreement. Your violation of either clause (a) or (b) ofthe preceding sentence will result in the immediate forfeiture of any Optionsheld by you. 

***11.   Tax          Withholding Obligations***.          As a condition to the delivery of shares of Celera Stock upon the exercise          of the Option, you agree to pay to the Company an amount sufficient          to

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| 4 This          provision is applicable only to stock option grants approved on and    after October 19, 2000. |

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satisfy any applicable tax withholding obligations. Alternatively, you agreethat the Company and your employer are expressly authorized to deduct the appropriatewithholding taxes from your pay in order to satisfy any income, social, or otheremployment-related taxes related to your participation in the Plan. 

***12.   Rights            as a Stockholder.***You            will not have any rights as a stockholder with respect to the shares            of Celera Stock subject to the Option prior to the issuance to you            of a certificate for such shares. 

***13.   Transferability.***The        Option may not be transferred other than by will or by the laws of descent        and distribution, and the Option may be exercised, during your lifetime,        only by you or your guardian or legal representative. 

***14.   Change            of Control.***Subject            to the terms of the Plan, the Option will become immediately exercisable            in full (without regard to the exercise schedule set forth in paragraph            4) upon the occurrence of any of the events set forth in Section            11 of the Plan.

***15.   No            Right to Continued Employment.***  Neither            the Option nor this Agreement confers upon you any right to continue            to be an employee of the Company or any of its subsidiaries or interferes            in any way with the right of the Company or any of its subsidiaries            to terminate your employment at any time. Except as provided in this            Agreement, the Option will terminate upon your termination of employment            for any reason. The Option will not be reinstated if you are subsequently            reinstated as an employee of the Company or any subsidiary. 

***16.   No            Right to Future Benefits.***The            Plan and the benefits offered thereunder are provided by the Company            on an entirely discretionary basis, and the Plan creates no vested            rights in participants. Neither the Option nor this Agreement confers            upon you any benefit other than as specifically set forth in this            Agreement and the Plan. You understand and agree that the benefits            offered under the Option and the Plan are not part of your salary            and that receipt of the Option does not entitle you to any future            benefits under the Plan or any other plan or program of the Company. 

***17.   Compliance            with Law.*** No            shares of Celera Stock will be issued upon the exercise of the Option            unless counsel for the Company is satisfied that such issuance will            be in compliance with all applicable laws. 

***18.   Terms            of Plan Govern.***  This            Agreement and the terms of the Option will be governed by the terms            of the Plan which is hereby incorporated by reference in this Agreement.            In the event of any ambiguity in this Agreement or any inconsistency            between the terms of this Agreement and the terms of the Plan, the            terms of the Plan will govern. By your signature below, you acknowledge            receipt of the Prospectus for the Plan [, including a copy of the            Plan,]5 and agree to be bound by all of the terms of the            Plan. 

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| 5 Text          in brackets is applicable only to stock option grants approved prior    to or on September 5, 2000. |

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***19.   Amendments.***The      Option or the Plan may, subject to certain exceptions, be amended by the      Committee at any time in any manner. However, no amendment of the Option      or the Plan will adversely affect in any material manner any of your rights      under the Option without your consent.

***20.   Governing            Law.***This            Agreement will be governed by and construed in accordance with the            internal laws of the State of Delaware. 

**IN WITNESS WHEREOF,**this Agreement has been duly executed by the undersigned as of the day and year first written above.

|                    |   | **APPLERA    CORPORATION** |
|-------------------------|--------|----------------------------|
|                    |   |                       |   |
|                    |   |                       |   |
|                    |   | By:                        |  |
|                    |   |                       | Chairman,        President andChief Executive Officer |
|                    |   |                       |   |
|                    |   |                       |   |
| Accepted    and Agreed: |   |                       |   |
|                    |   |                       |   |
|                    |   |                       |   |
|                         |   |                       |   |
| [Name]                  |   |                       |   |

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