Exhibit
10.4


SEVERANCE WAIVER AGREEMENT


THIS SEVERANCE WAIVER AGREEMENT (the “Agreement”), is dated and effective
as of April 5, 2007, is made and entered into by and between Stratagene
Corporation, a Delaware corporation (the “Company”),
and Joseph A. Sorge, M.D. ( “Sorge”).


WHEREAS, the Company, Agilent Technologies, Inc., a
Delaware corporation (“Acquiror”),
and Jackson Acquisition Corp., a Delaware corporation (“Merger
Sub”), are entering into that certain Agreement and Plan of
Merger (the “Merger Agreement”) pursuant
to which the Company and Merger Sub will merge (the “Merger”)
and, as a result, the Company will become a wholly-owned subsidiary of
Acquiror;


WHEREAS, the Company and Sorge are parties to that
certain Amended and Restated Employment Agreement dated as of June 2, 2004 (the
“Employment Agreement”), pursuant to
which Sorge is entitled to certain severance benefits in the event of his
termination by the Company other than for Cause (as defined in the Employment
Agreement) or if Sorge terminates his employment for Good Reason (as defined in
the Employment Agreement);


WHEREAS, immediately prior to the Effective Time (as
defined in the Merger Agreement) of the Merger, Sorge’s employment with the
Company will be terminated by the Company, which termination shall be subject
to and conditioned on the consummation of the Merger; and


WHEREAS, it is a condition to Acquiror’s and Merger
Sub’s execution of the Merger Agreement that Sorge waive any and all rights he
may have to cash severance payments under Section 4.1 of the Employment
Agreement as a result of the termination of his employment by the Company
immediately prior to the Effective Time of the Merger, which waiver shall be
subject to and conditioned on the consummation of the Merger.


NOW THEREFORE, in consideration of the mutual
covenants set forth herein and other good and valuable consideration, the
parties hereto agree as follows:


1.             Sorge
is a majority stockholder of the Company and will receive substantial
consideration in the Merger and, in connection with the Merger and negotiations
with Acquiror, agrees to waive the cash severance benefits provided for in
Section 2 of this Agreement below.


2.             Subject
to and conditioned on the consummation of the Merger, Sorge and the Company
agree that Sorge’s employment with the Company will be terminated by the
Company effective immediately prior to the Effective Time of the Merger.  Sorge hereby agrees that he waives any and
all rights to any cash severance payments he may be entitled to for any reason
pursuant to his Employment Agreement, including without limitation clause (a)
of Section 4.1 of the Employment Agreement, and any other agreement that
provides for cash severance payments, if any, and, accordingly, Sorge agrees
and acknowledges that he shall not be entitled to any of the cash severance
payments provided for pursuant to the Employment Agreement, including without
limitation clause (a) of Section 4.1 of the Employment Agreement or pursuant to
any other agreement that provides for cash severance payments, if any. The
Employment Agreement, and clause (a) of Section 4.1 thereof, and any other
agreements are hereby amended to conform to the waiver of any and all
entitlement to any cash severance as provided for in this Agreement, subject to
and conditioned on the consummation of the Merger.   In the event the Merger Agreement is
terminated prior to the closing of the Merger, this Agreement shall be void and
of no further force and effect.



 1
 









3.             This
Agreement shall be administered, interpreted and enforced under the internal
laws of the State of California without regard to the principles of conflicts
of laws thereof.


4.             This
Agreement and the waiver of the cash severance provided for in Section 2 above
are irrevocable to the fullest extent provided under the laws of the State of
California.


5.             The
Company shall deliver to Acquiror an executed copy of this Agreement, and each
of the Company and Acquiror may rely upon such delivery as conclusively
evidencing the waiver referred to in Section 2 of this Agreement for purposes
of all agreements and instruments to which such waiver applies.


6.             The
Parties agree that this Agreement may not be amended or otherwise modified
without the prior written consent of Acquiror.


7.             This
Agreement, the Merger Agreement and the Employment Agreement contain the entire
understanding and sole and entire agreement between the parties with respect to
the subject matter hereof and supersede any and all prior agreements,
negotiations and discussions between the parties hereto with respect to the
subject matter covered hereby.  Except as
expressly amended herein, the Employment Agreement shall continue in full force
and effect.


8.             This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


(Signature Page to Severance Waiver Agreement Follows)



 2














IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.




	
  

  	
  STRATAGENE CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
  By:

  	
   

  	
  /s/ Joseph Sorge

  
	
   

  	
  Name:

  	
  Joseph Sorge

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
  “EMPLOYEE”

  
	
   

  	
   

  	
   

  	
  /s/ Joseph Sorge

  
	
   

  	
  Joseph A. Sorge, M.D.

  






SIGNATURE PAGE TO
SEVERANCE WAIVER AGREEMENT