**Exhibit 10.1**

 

Dear Robert,

As      you know, the Celera Genomics Group of Applera Corporation (the “Company”) has announced that it is seeking partners to maximize the value of its smallmolecule activities in South San Francisco, California (the “Business”) in the most cost effective manner. These activities could result in a sale or other transaction involving the Business. In order to ensure your continued attention anddedication to your duties to the Business during this period of uncertainty, the Company wishes to advise you with respect to certain bonuses and severance payments that may be made by the Company in the event that the Company’s activitiesresult in a sale or other transfer of all or substantially all of the assets of the Business to a separate entity not controlled by the Company (a “Sale”)and your employment is impacted.

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           | 1)   The    Company terminates your employment without cause prior to a Sale;                                                                                                                                                                                                                                                                                                    |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           | 2)   You          accept employment with the buyer of the Business and your employment          is terminated without cause by the buyer within six (6) months of the          closing of the Sale or your          total compensationis decreased during such six (6) month period;                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           | 3)   You    are not offered employment by the buyer of the Business;                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           | 4)   You          are offered employment by the buyer of the Business at less than your          current target total cash compensation level (annual base salary plus          target bonus) at the Company or with benefits that are not reasonably          comparable in the aggregate to your current benefits from the Company,    and you do not accept such an offer; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           | 5)             Buyer requests          you to relocate to a work location more than 30 miles from the current    work location.                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Any          severance provided hereunder will be in lieu of any other severance          entitlement you may have from the Company. Such severance would be          paid within fifteen (15) days of when it becomes due and owing to you.          The Company will also pay you for the cost of COBRA medical continuation          benefits for six (6) months at your current level of coverage at the    time of the severance payment. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Any          vested Company stock options will be exercisable in accordance with    the Company Stock Option Plan (30 days from your termination date).                                                                                                                                                                                                                                                                                        |

|   |              |
|--------|-------------------|
| **2.** | **RELEASE ** |

You will be asked to provide the Company a release, as a condition to any payment hereunder, in substantially the following form:

Employee      hereby releases the Company, any related companies, and the employees and      directors of all of them from all claims or demands Employee may have based      on Employee’s employment with the Company or the termination of that      employment. This includes, for example, a release of any rights or claims      Employee may have under the Age Discrimination in Employment Act, which      prohibits age discrimination in employment; Title VII of the Civil Rights      Act of 1964, which prohibits discrimination in employment based on race,      color, national origin, religion or sex; the Equal Pay Act, which prohibits      payment to men and women of unequal payfor equal work; any other federal, state or local laws or regulations prohibiting      employment discrimination, whether on the basis of age, color, sex, race,      sexual preference or orientation, marital status, national origin, mental      or physical disability, religion, ancestry, or veteran status, or on any      other basis prohibited by law; or any law, regulation or rule concerning      wages or salary for hours worked. This also includes a release by Employee      of any claims for wrongful discharge,breach of contract or tort. This release covers both claims that Employee knows      about and those Employee may not know about. Employee acknowledges full      understanding of, and waiver of all rights under, Section 1542 of the California      Civil Code, which provides as follows: a general release does not extend      to claims, which the creditor does not know or suspect to exist in his      favor at the time of executing the release, which if known must have materially      affected his settlement with thedebtor. 

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| **3.** | **TERM** |
|--------|----------|

This letter supersedes any other agreements concerning severance, change in control, or similar agreements regarding termination of employment as long as thisletter remains in effect. This letter shall have a term of one (1) year from the date hereof and the terms hereof will apply to any Sale within such one (1) year. In the event any payment provided for hereunder becomes due and owing to you, then noother agreement for compensation and benefits you have with the Company concerning severance, change in control, or similar agreement shall have any effect. If upon termination of this letter after one year no payment has become due to you hereunderand you remain employed by the Company, then any preexisting severance, change in control, or similar agreement you have with the Company shall be restored and this letter agreement shall have no force or effect; provided, however the parties willnegotiate in good faith an extension of the term of this letter agreement if a Sale is being discussed with a third party at the time this letter agreement would otherwise terminate.

| **4.** | **MISCELLANEOUS** |
|--------|-------------------|

This letter agreement shall be governed by and construed in accordance with the laws of the State of California. If any provision herein is found to beunenforceable or invalid, such unenforceability and invalidity shall not affect the remainder of this letter agreement. This is the entire agreement between you and the Company concerning the subject matter hereof. You agree to keep the terms ofthis letter agreement strictly confidential.

Please acknowledge your agreement by signing the enclosed copy of this letter where indicated below and returning it to me. 

|   | APPLERA    CORPORATION                                                                                                                                                                                                                |   |                                                                                               |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                  |   |                                                                                               |
|   |                                                                                                                                                                                                                                  |   |                                                                                               |
| By:    | /s/    Dennis L.	Winger                                                                                  |        | 10/13/05                |
|   | Dennis    L. Winger                                                                                                                                                                                                                   |   | Date                                                                                               |
|   |                                                                                                                                                                                                                                  |   |                                                                                               |
|   |                                                                                                                                                                                                                                  |   |                                                                                               |
|   | AGREED    TO:                                                                                                                                                                                                                         |   |                                                                                               |
|   |                                                                                                                                                                                                                                  |   |                                                                                               |
|   |                                                                                                                                                                                                                                  |   |                                                                                               |
|   | /s/    Robert Booth                                    |   | 10/25/05                |
|   | Robert    Booth                                                                                                                                                                                                                       |   | Date                                                                                               |

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