Exhibit 10.5


Execution Version


NON-COMPETITION
AGREEMENT


THIS NON-COMPETITION AGREEMENT (this “Agreement”)
is made and entered into as of April 5, 2007 by and between Agilent
Technologies, Inc., a Delaware corporation (“Acquiror”),
and Joseph A. Sorge, M.D. (“Stockholder”).  The Closing Date (as defined in the Merger
Agreement (as defined below)) shall be the “Effective
Date” of this Agreement.


RECITALS


A.                                   Acquiror,
Stratagene Corporation, a Delaware corporation (the “Company”)
and Jackson Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Acquiror (“Merger Sub”)
have entered into an Agreement and Plan of Merger, dated as of April 5, 2007
(the “Merger Agreement”) pursuant to which
Merger Sub shall merge with and into the Company (the “Transaction”).  Capitalized terms used but not otherwise
defined herein shall have the meanings assigned to them by the Merger
Agreement.


B.                                               Simultaneously
with the execution and delivery of the Merger Agreement, the Company and
Catalyst Assets LLC, a Delaware limited liability company (“Catalyst”) have entered into an Asset Purchase Agreement,
dated as of April 5, 2007 (the “Asset Purchase Agreement”),
pursuant to which the Company will sell, transfer and assign to Catalyst and
Catalyst will purchase and assume from the Company certain assets and
liabilities.  Pursuant to the Asset
Purchase Agreement, Catalyst has agreed to a restrictive covenant similar to
the covenants provided by Stockholder herein with respect to the conduct of any
business competitive with the business of the Company.  Stockholder is the majority stockholder of
Catalyst.


C.                                               Pursuant
to the terms of the Asset Purchase Agreement and the exhibits and schedules
thereto, Catalyst covenants not to compete with the Company and its Affiliates
and not to solicit from Acquiror and the Company and their Affiliates.


D.                                              Stockholder
acknowledges that he is the majority stockholder, chief executive officer and
director of the Company and that he has been privy to and has developed the
Company’s trade secrets and other Company confidential information, customer
relationships and goodwill.  Stockholder
will receive substantial consideration in connection with the Merger, including
but not limited to the value attributable to Stockholder’s equity in the Company.


E.                                                The
execution, delivery and performance of this Agreement by Stockholder are a
material inducement to the willingness of Acquiror to enter into the Merger
Agreement and to consummate the Transaction.


NOW, THEREFORE, in
consideration of the mutual promises made herein, Acquiror and Stockholder
hereby agree as follows:


1.                                       Covenant
Not to Compete or Solicit.


(a)                                  Beginning
on the Effective Date and ending on the third (3rd) anniversary of the Effective Time (the “Non-Competition Period”), Stockholder shall not, directly or














indirectly, without the
prior written consent of Acquiror: (i) engage in, anywhere in the jurisdictions
in which the Company and its Affiliates has conducted business prior to the
Merger (the “Restricted Area”), whether as an
employee, agent, consultant, advisor, independent contractor, proprietor,
partner, officer, director, shareholder, investor, lender or guarantor or in
any other capacity of, or have any ownership interest in (except for ownership,
solely as a passive investment, of three percent (3%) or less of any publicly-held
entity), participate in the financing, operation, management or control of, or
permit Stockholder’s name to be used in connection with, any Person or business
that engages or participates in, a Competing Business Purpose; or (ii)
interfere with the business of Acquiror or approach, contact or solicit
customers of Acquiror, the Company or their Affiliates in connection with a
Competing Business Purpose.


For purposes of this
Agreement, “Competing Business Purpose”
shall mean (1) any business engaged in by the Company during the Stockholder’s
employment with the Company and its subsidiaries, including, without limitation, the
development, manufacturing and distribution of biological products,
instruments, software and systems designed for life sciences research including
molecular biology technologies used for gene transfer, gene and protein
expression, gene cloning and mutagenesis, protein and gene functional analysis,
nucleic acid and protein purification and analysis, microarray reagents and
software, DNA amplification and quantification as well as reagents,
instruments, software and systems for clinical diagnosis focused on allergy and
autoimmune testing and urinalysis, or (2) any other business in which the
Company or any of its subsidiaries has made demonstrable preparation to engage
in during the Stockholder’s employment and (i) in which preparation the
Stockholder materially participated or (ii) concerning which preparation the
Stockholder had actual knowledge of material confidential information regarding
such business that remains material confidential information at the time of
Stockholder’s termination of employment with the Company, except for the
Permitted Business Purpose.  For purposes of this Agreement, the “Permitted Business Purpose” shall mean the Diagnostics Field, Therapeutics Field, and
Clinical Services Field (each as defined in the License Agreement).  Nothing
in the restrictions outlined in this Section 1(a) shall be construed to prohibit
Stockholder from entering into any bona-fide non-commercial Collaborations (as
defined in the License Agreement) or from prosecuting or commercializing any of
the Assigned Patents.


(b)                                 Beginning
on the Effective Date and for the duration of the Non-Competition Period,
Stockholder shall not, directly or indirectly, without the prior written
consent of Acquiror and except as expressly provided in the terms of the Asset
Purchase Agreement, solicit, knowingly encourage or take any other action which
is intended to induce or encourage any employee of Acquiror, the Company or any
subsidiary of Acquiror or the Company to terminate his or her employment with
Acquiror, the Company or such subsidiary of Acquiror or the Company.  The parties agree that the restrictions in
this Section 1(b) shall not apply to any general solicitation by Stockholder
not specifically directed at employees, subcontractors, contractors,
independent consultants and sales representatives of Acquiror, Company or any
subsidiary of Acquiror or Company made in a newspaper or other periodical, a
job fair or any electronic or broadcast medium.


(c)                                  The
covenants contained in Sections 1(a) and 1(b) hereof shall be construed as a
series of separate covenants, one for each country, province, state, city or
other political subdivision of the Restricted Area.  Except for geographic coverage, each such
separate covenant shall be deemed identical in terms to the covenant contained
in Section 1(a) and 



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Section 1(b),
respectively.  If, in any judicial proceeding,
a court refuses to enforce any of such separate covenants (or any part
thereof), then such unenforceable covenant (or such part) shall be eliminated
from this Agreement to the extent necessary to permit the remaining separate
covenants (or portions thereof) to be enforced. 
In the event that the provisions of this Section 1 are deemed to exceed
the time, geographic or scope limitations permitted by applicable law, then
such provisions shall be reformed to the maximum time, geographic or scope
limitations, as the case may be, permitted by applicable laws.


(d)                                 Stockholder
acknowledges that (i) the goodwill associated with the existing business,
customers and assets of the Company and its subsidiaries is an integral
component of the value of the Transaction to Acquiror and is reflected in the
portion of the Transaction consideration to which Stockholder will be entitled
for Stockholder’s equity in the Company upon completion of the Transaction,
(ii) Stockholder’s agreement as set forth herein is necessary for the
protection of the legitimate business interests of Acquiror in acquiring the
Company and to preserve the value of the business and assets of the Company and
its subsidiaries for Acquiror following the Transaction, and (iii) the
execution and delivery and continuation in force of this Agreement is a
material inducement to Acquiror to execute and deliver the Merger
Agreement.  Stockholder also acknowledges
that the limitations of time, geography and scope of activity agreed to in this
Agreement are reasonable because, among other things: (A) Acquiror is engaged
in a highly competitive industry, (B) Stockholder has had unique access to the
trade secrets and know-how of the business to be acquired from the Company, and
(C) Stockholder is receiving substantial consideration in connection with the
Transaction.  Stockholder acknowledges,
represents and warrants to Acquiror that his expertise and capabilities are
such that his obligations under this Agreement (and the enforcement thereof by
injunction or otherwise) will not prevent him from earning a livelihood or from
obtaining suitable and satisfactory employment without violation of this
Agreement.


2.                                       Remedy.  Stockholder
acknowledges and agrees that (a) the rights of Acquiror under this Agreement
are of a specialized and unique character and that immediate and irreparable
damage may result to Acquiror if Stockholder fails to or refuses to perform his
obligations under this Agreement without an adequate remedy at law, and (b)
Acquiror may, in addition to any other remedies and damages available, seek an
injunction in a court of competent jurisdiction to restrain any such failure or
refusal without the necessity of posting a bond or other security.  No single exercise of the foregoing remedies
shall be deemed to exhaust Acquiror’s right to such remedies, but the right to
such remedies shall continue undiminished and may be exercised from time to
time as often as Acquiror may elect.


3.                                       Miscellaneous.


(a)                                  Termination.  In the event that the Merger Agreement is terminated
in accordance with its terms, this Agreement shall terminate and be of no
further force or effect.


(b)                                 Governing
Law; Consent to Personal Jurisdiction. 
This Agreement shall be governed by the laws of the State of California
without reference to rules of conflicts of law. 
Stockholder hereby consents to the personal jurisdiction of the state
and federal courts located in the Northern District of California and the
County of Santa Clara, California for any action or proceeding arising from or
relating to this Agreement.



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(c)                                  Severability.  If any portion of this Agreement is held by a
court of competent jurisdiction to conflict with any federal, state or local
law, or to be otherwise invalid or unenforceable, such portion of this
Agreement shall be of no force or effect and this Agreement shall otherwise
remain in full force and effect and be construed as if such portion had not
been included in this Agreement.


(d)                                 No
Assignment.  Because the nature of
the Agreement is specific to the actions of Stockholder, Stockholder may not
assign this Agreement.  This Agreement
shall inure to the benefit of Acquiror and its successors and assigns.


(e)                                  Notices.  All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered personally
or by commercial messenger or courier service, or mailed by registered or
certified mail (return receipt requested) or sent via facsimile (with
acknowledgment of complete transmission) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice); provided, however, that
notices sent by mail will not be deemed given until received:


If to Acquiror:                                                                    Agilent
Technologies, Inc.


5301 Stevens Creek Blvd.

Santa Clara, CA 95051

Attn:  General Counsel

Telephone No.:  (408) 553-2424

Facsimile No.:  (408) 345-8242


With a copy to:                                                             Fenwick
& West LLP


Silicon Valley Center

801 California Street

Mountain View, CA 94041

Attention:      Douglas N.
Cogen, Esq.


Lynda M. Twomey, Esq.


Telephone No.: (650) 938-5200

Facsimile No.: (650) 988-8500


If
to Stockholder:                                                    To
the address set forth on the signature page hereof


With a copy to:                                                             Latham
& Watkins LLP


600 West Broadway, Suite 1800

San Diego, CA 92101

Attention:  Thomas A.
Edwards, Esq.

Facsimile No.:  (619) 696-7419

Telephone No.: (619) 238-2821


(f)                                    Entire
Agreement.  This Agreement contains
the entire agreement and understanding of the parties and supersedes all prior
discussions, agreements and understandings relating to the subject matter
hereof.  This Agreement may not be
changed or modified, except by an agreement in writing executed by Acquiror and
Stockholder.



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(g)                                 Waiver
of Breach.  The waiver of a breach of
any term or provision of this Agreement, which must be in writing, shall not
operate as or be construed to be a waiver of any other previous or subsequent
breach of this Agreement.


(h)                                 Headings.  All captions and section headings used in
this Agreement are for convenience only and do not form a part of this
Agreement


(i)                                     Counterparts;
Signatures.  This Agreement may be
executed in counterparts, and each counterpart shall have the same force and
effect as an original and shall constitute an effective, binding agreement on
the part of each of the undersigned. 
This Agreement may be executed and delivered by facsimile transmission,
by electronic mail in “portable document format” (“.pdf”) form, or by any other
electronic means intended to preserve the original graphic and pictorial
appearance of a document, or by combination of such means.


(j)                                     No
Licenses.  Nothing in this Agreement
provides Stockholder any license to or other rights in or forbearance regarding
any Acquiror intellectual property rights or other proprietary rights,
including, without limitation, those of the Company.


[Remainder of Page Intentionally Left Blank]



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IN WITNESS
WHEREOF, Acquiror and Stockholder have caused this Agreement to be signed as of
the date first written above.


	
  AGILENT TECHNOLOGIES, INC.

  	
   

  	
   

  	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Nicolas H. Roelofs

  	
   

  	
   

  	
   

  	
  By: 

  	
  /s/ Joseph A. Sorge, M.D.

  	
   

  
	
  Name:

  	
  Nicolas H. Roelofs

  	
   

  	
   

  	
   

  	
  Name: Joseph A. Sorge, M.D.

  
	
  Title:

  	
  Senior Vice President and

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  General Manager, LSSU

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Address:

  	
  PO Box 1576

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Wilson, WY 83014

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Telephone No.: 

  	
  307-733-1703

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Facsimile No.:

  	
   

  	
   

  
													



Signature Page to
Non-Competition Agreement