<PAGE>
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 2000
 
                                               REGISTRATION STATEMENT NO.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                            HARVARD BIOSCIENCE, INC.
             (Exact Name of Registrant as Specified in its Charter)
 

<TABLE>
<S>                                   <C>                                   <C>
              DELAWARE                                3826                               04-3306140
    (State or Other Jurisdiction          (Primary Standard Industrial                (I.R.S. Employer
 of Incorporation or Organization)        Classification Code Number)               Identification No.)
</TABLE>

 
                         ------------------------------
 
                              84 OCTOBER HILL ROAD
                      HOLLISTON, MASSACHUSETTS 01746-1371
                                 (508) 893-8066
  (Address, including zip code, and telephone number, including area code, of
                    Registrant's principal executive office)
                         ------------------------------
 
                                 CHANE GRAZIANO
                            CHIEF EXECUTIVE OFFICER
                            HARVARD BIOSCIENCE, INC.
                              84 OCTOBER HILL ROAD
                      HOLLISTON, MASSACHUSETTS 01746-1371
                                 (508) 893-8066
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                         ------------------------------
 
                                   COPIES TO:
 

<TABLE>
<S>                                                   <C>
               H. DAVID HENKEN, P.C.                             STANFORD N. GOLDMAN, JR., ESQ.
            GOODWIN, PROCTER & HOAR LLP                               JOHN J. CHENEY, ESQ.
                   EXCHANGE PLACE                     MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
          BOSTON, MASSACHUSETTS 02109-2881                            ONE FINANCIAL CENTER
                  (617) 570-1000                                  BOSTON, MASSACHUSETTS 02111
                                                                        (617) 542-6000
</TABLE>

 
                         ------------------------------
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after this Registration Statement becomes effective.
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / / ____________
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ____________
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / / ____________
                         ------------------------------
 

                        CALCULATION OF REGISTRATION FEE
 

<TABLE>
<CAPTION>
                 TITLE OF EACH                          PROPOSED MAXIMUM                 AMOUNT OF
              CLASS OF SECURITIES                          AGGREGATE                    REGISTRATION
                TO BE REGISTERED                       OFFERING PRICE(1)                    FEE
<S>                                               <C>                           <C>
Common Stock, par value $0.01 per share.........          $75,000,000                     $19,800
</TABLE>

 
(1) Estimated solely for purposes of calculating the registration fee in
    accordance with Rule 457(o) under the Securities Act of 1933.
                         ------------------------------
 
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>
              SUBJECT TO COMPLETION, DATED                 , 2000
 
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE IN WHICH THE OFFER OR SALE IS NOT PERMITTED.

<PAGE>
                                     [LOGO]
 
                            HARVARD BIOSCIENCE, INC.
 
                                        Shares
                                  Common Stock
 
--------------------------------------------------------------------------------
 
We are selling        shares of our common stock and the selling stockholder
identified in this prospectus is offering an additional        shares. See
"Principal and Selling Stockholders." We will not receive any of the proceeds
from the sale of shares by the selling stockholder. We have granted the
underwriters a 30-day option to purchase up to an additional        shares to
cover over-allotments, if any.
 
This is an initial public offering of our common stock. We currently expect the
initial public offering price to be between $       and $       per share. We
have applied for approval for quotation of our common stock on the Nasdaq
National Market under the symbol "HBIO."
--------------------------------------------------------------------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 6.
--------------------------------------------------------------------------------
 

<TABLE>
<CAPTION>
                                                        Per Share     Total
<S>                                                     <C>         <C>          <C>
Public offering price                                   $           $
Underwriting discount                                   $           $
Proceeds, before expenses, to us                        $           $
Proceeds, before expenses, to the selling stockholder   $           $
</TABLE>

 
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
--------------------------------------------------------------------------------
 
THOMAS WEISEL PARTNERS LLC                                           ING BARINGS
 
The date of this prospectus is                 , 2000

<PAGE>
EDGAR GRAPHICS DESCRIPTIONS
 
INSIDE FRONT COVER-GATEFOLD
 
    Gatefold has title "Harvard Bioscience Products and the Bottlenecks in 
Post-Genomics Drug Discovery" at the top. Below these words is a process flow 
diagram illustrating the drug discovery process and the key bottlenecks 
within this process. The diagram begins on the upper left portion of the 
gatefold and flows horizontally to the upper right portion of the gatefold. 
Below and to the right of the diagram is an orange arrow indicating that 
orange portions of the diagram represent bottlenecks in the drug discovery 
process. The diagram is initially split into two parallel tracks which merge 
into a single track near the middle of the pages as the flow diagram moves to 
the right. The upper track of the diagram is titled "Compound Development" 
and includes a green arrow titled "Compound Libraries." Below the arrow is a 
bullet point followed by the words "Combinatorial Chemistry." The lower track 
of the diagram is titled "Target Discovery" and includes two arrows. The 
first arrow is green and is titled "Target Identification." Below this arrow 
is a bullet point followed by the word "Genomics." The next arrow to the 
right is orange and is titled "Target Validation." Below this arrow is a 
bullet point followed by the word "Proteomics." Following the "Compound 
Libraries" arrow on the upper track and the "Target Validation" arrow on the 
lower track, the two tracks of the diagram combine and include green and 
orange arrows to illustrate the remaining stages and key bottlenecks in the 
drug discovery process. The individual arrows from left to right include an 
orange arrow titled "Assay Development" followed by a green arrow titled 
"High Throughput Screening." These two arrows in the diagram appear under the 
title "Primary Screening." To the right of the "High Throughput Screening" 
arrow is an orange arrow titled "Lead Optimization" followed by an orange 
arrow titled "ADMET Screening." These two arrows in the diagram appear under 
the title "Secondary Screening." To the right of the "ADMET Screening" arrow 
is a green arrow titled "Clinical Trials," the final arrow in the process 
flow diagram.
 
    The lower portion of the gatefold consists of product descriptions. The
lower left portion begins with the words "Protein Purification" with the
following product photos and short descriptions appearing below "Protein
Purification." A drawing of a pipette tip is followed by the words "PrepTip-TM
Coated pipette tips for the purification of protein samples as small as 1u1."
Below this is a photo of spin columns followed by the words "UltraMicro Spin
Columns Loaded spin columns for the purification of protein samples as small as
5u1." Below this is a photo of disposable dialyzers followed by the words
"Disposable Dialyzers For the purification of protein samples as small as 1u1."
Below this are the words "Protein Analysis" with the following product photos
and short descriptions appearing below "Protein Analysis." A photo of a
DNA/RNA/protein calculator followed by the words "GeneQuant/Pro-TM
DNA/RNA/Protein calculators." Below this are photos of a purple
spectrophotometer, a yellow spectrophotometer and a green spectrophotometer
followed by the words "UltraSpec-TM Range of spectrophotometers for molecular
biology." Below this is a photo of an amino acid analysis system followed by the
words "Biochrom 20 Amino Acid Analysis System."
 
    The lower right portion begins with the word "Absorption." Below this is a
photo of an absorption measurement chamber followed by the words "NaviCyte-TM
Absorption measurement chambers." Below this is the word "Distribution" with a
photo of an equilibrium dialysis plate and followed by the words "96 Well
Equilibrium Dialysis Plate Equilibrium dialysis plate for serum protein binding
assays." Below this are the words "Metabolism and Elimination" with a photo of
an isolated organ system and followed by the words "Isolated Organ Systems Liver
and kidney systems are used for studying metabolism and elimination." Below this
is the word "Toxicology" with a photo of a desktop computer and the ScanTox
product followed by the words "ScanTox-TM In Vitro toxicology assay." Below this
is a photo of an infusion pump followed by the words "PHD 2000 Infusion Pump for
toxicology testing."


<PAGE>
                               TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Prospectus Summary..........................................       1
 
Risk Factors................................................       6
 
Information Regarding Forward-Looking Statements............      14
 
Use of Proceeds.............................................      15
 
Dividend Policy.............................................      15
 
Capitalization..............................................      16
 
Dilution....................................................      17
 
Selected Financial Data.....................................      18
 

Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................      19
 
Business....................................................      26
 
Management..................................................      41
 
Relationships and Related Party Transactions................      47
 
Principal and Selling Stockholders..........................      48
 
Description of Capital Stock................................      50
 
Shares Eligible for Future Sale.............................      54
 
Underwriting................................................      56
 
Legal Matters...............................................      59
 
Experts.....................................................      59
 
Where You Can Find More Information.........................      59
 
Index to Consolidated Financial Statements..................     F-1
</TABLE>


<PAGE>

                               PROSPECTUS SUMMARY
 
    THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE "RISK FACTORS"
SECTION.
 
OUR COMPANY
 
    We are a leading global developer, manufacturer and marketer of innovative,
enabling tools used in drug discovery research at pharmaceutical and
biotechnology companies, universities and government laboratories. We sell
approximately 10,000 products to more than 5,000 customers in over
60 countries. Our proprietary products accounted for approximately 82% of our
revenues for the six months ended June 30, 2000. We have designed our tools to
accelerate the speed and to reduce the cost at which our customers can discover
and commercialize new drugs. By providing research tools, we participate in the
revolutions in genomics and proteomics without bearing the risks inherent in
attempting to discover new drugs.
 
    Since our reorganization in March 1996, we have focused on developing tools
to alleviate two critical bottlenecks in the drug discovery process:
 
    - PROTEIN PURIFICATION, which is the removal of contaminants such as salts,
      buffers, detergents and cellular debris from a protein sample, and
 
    - ADMET SCREENING, which is the testing of the absorption, distribution,
      metabolism, elimination and toxicology properties of drug candidates.
 
Our proteomics products are tools that allow researchers to purify and analyze
proteins contained in a sample. Our ADMET screening products are tools that
enable researchers to test drug candidates to determine their ADMET properties
prior to conducting costly clinical trials.
 
    We market our products primarily through our 1,000 page catalog to
approximately 100,000 researchers worldwide. Our catalog is also available on
our website. We distribute most of our products directly through our operations
in the United States, the United Kingdom, Germany, France and Canada. In
addition to our catalog distribution channel, we have a long-standing
distribution and marketing relationship with Amersham Pharmacia Biotech, or APB,
one of the largest companies in the life sciences industry.
 
OUR OPPORTUNITY
 
    Drug discovery is a time-consuming and costly process. In the pre-genomics
era, the compound development, primary screening and clinical trials stages were
bottlenecks in this process. The recent successes of genomics, combinatorial
chemistry and high throughput screening have alleviated the bottlenecks at the
compound development and primary screening stages. However, these bottlenecks
have been replaced by bottlenecks at the target validation, assay development
and ADMET screening stages. Our opportunity lies in alleviating these
bottlenecks with products that increase the productivity and reduce the cost of
drug discovery.
 
OUR PRODUCTS
 
    We have a broad array of established products for proteomics and ADMET
screening. We believe our products offer drug discovery researchers the most
comprehensive protein purification and ADMET screening solutions. In the past
two years, we have expanded our product base by introducing the following
proprietary tools:
 
    PROTEIN PURIFICATION:
 
       - specially coated pipette tips,
 
                                       1

<PAGE>
       - micro spin columns, and
 
       - micro dialyzers.
 
    ADMET SCREENING:
 
       - NaviCyte diffusion chambers for drug absorption testing,
 
       - 96 well equilibrium dialysis plates for drug distribution testing, and
 
       - ScanTox instrument for in vitro toxicology testing.
 
    In protein purification, these new products increase productivity and reduce
cost by avoiding the cumbersome sample handling steps required by current
technology and by being compatible with automated liquid-handling robots. Many
of the products are available in 96 well plate formats. In ADMET screening,
these new products lower the cost and increase automation by using molecular,
cellular tissue and organ based assays, which reduce the use of live animals.
 
    In addition to our proprietary products, we provide a broad selection of
non-proprietary products which are frequently used in conjunction with our
proprietary products. We seek to be a single source for our customers' product
needs in protein purification and ADMET screening.
 
OUR STRATEGY
 
    Our goal is to become the leading provider of innovative, enabling
technologies and products for proteomics and ADMET research in the drug
discovery process. Key elements of our strategy are to:
 
    - establish our new proteomics and ADMET screening products as industry
      standards,
 
    - launch a broad range of innovative new tools for drug discovery,
 
    - leverage our existing distribution and marketing channels,
 
    - provide a single source of tools for our customers' research needs in
      proteomics and ADMET screening, and
 
    - acquire complementary technologies.
 
                            ------------------------
 
    We organized our company as a Massachusetts corporation on March 7, 1996 in
connection with our purchase of a portion of the assets of Harvard Apparatus, a
business which, with its predecessors, had been in existence since 1901. We will
be reincorporated by merger in Delaware prior to the closing of this offering.
In connection with the reincorporation, we will change our corporate name from
Harvard Apparatus, Inc. to Harvard Bioscience, Inc. Our principal executive
offices are located at 84 October Hill Road, Holliston, Massachusetts 01746. Our
telephone number at that location is (508) 893-8066 and our Internet address is
www.harvardbioscience.com. The information contained on our website is not part
of this prospectus.
 
    The names Harvard Bioscience and Harvard Apparatus and our logo are names
and trademarks that belong to us. We have the rights to numerous trademarks and
trade names including AmiKa, Biochrom, CPK, GeneQuant, GeneQuantPro, NaviCyte,
NovaSpec, PrepTip, PureTip, ScanTox, Stronghold and UltraSpec. This prospectus
also contains the trademarks and trade names of other entities that are the
property of their respective owners.
 
                                       2

<PAGE>
                                  THE OFFERING
 

<TABLE>
<S>                                            <C>
Common stock offered by us...................  shares
 
Common stock offered by the selling
  stockholder................................  shares
 
Common stock outstanding after the
  offering...................................  shares
 
Use of proceeds..............................  For payment of existing debt, redemption of
                                               our series A redeemable preferred stock,
                                               potential acquisitions, working capital and
                                               general corporate purposes.
 
Proposed Nasdaq National Market symbol.......  HBIO
</TABLE>

 
The above information is based on 819,695 shares outstanding as of
September 15, 2000 and excludes:
 
    - 150,831 shares issuable upon exercise of options then outstanding at a
      weighted average exercise price of $14.22 per share.
 
Unless otherwise noted, this prospectus assumes:
 
    - no exercise of the underwriters' over-allotment,
 
    - an assumed initial offering price of $      per share,
 
    - a       stock split of our common stock effected in connection with this
      offering,
 
    - our reincorporation by merger in Delaware and our related name change
      prior to the closing of this offering,
 
    - the redemption of our outstanding series A redeemable preferred stock upon
      the closing of this offering,
 
    - the automatic conversion of our outstanding series B convertible preferred
      stock into 48,500 shares of our common stock upon the closing of this
      offering,
 
    - the issuance of 431,756 shares of our common stock upon exercise of all
      outstanding warrants at a weighted average exercise price of $0.01 per
      share prior to the closing of this offering, and
 
    - the amendment and restatement of our certificate of incorporation in
      connection with this offering.
 
                                       3

<PAGE>
                             SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
                               PREDECESSOR
                                 COMPANY
                               FISCAL YEAR         FOR THE PERIOD              FISCAL YEAR ENDED
                                  ENDED            FROM INCEPTION                 DECEMBER 31,
                              DECEMBER 31,        (MARCH 15, 1996)       ------------------------------
                                  1995          TO DECEMBER 31, 1996       1997       1998       1999
                              -------------   ------------------------   --------   --------   --------
                               (UNAUDITED)
                                           (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                           <C>             <C>                        <C>        <C>        <C>
STATEMENT OF OPERATIONS
  DATA:
Revenues....................    $ 10,032             $    8,198          $ 11,464   $ 12,154   $ 26,178
Cost of goods sold..........       5,286                  4,080             5,128      5,351     13,547
                                --------             ----------          --------   --------   --------
  Gross profit..............       4,746                  4,118             6,336      6,803     12,631
Other operating expenses....       4,252                  3,141             4,217      4,391      8,151
Stock compensation
  expense...................          --                     --                --         --      3,284
                                --------             ----------          --------   --------   --------
  Operating income..........         494                    977             2,119      2,412      1,196
                                --------             ----------          --------   --------   --------
 
Other (expense) income:
  Common stock warrant
    interest expense........          --                     --              (117)    (1,379)   (29,694)
  Interest expense, net.....        (472)                  (177)             (223)      (210)      (657)
  Amortization of deferred
    financing costs.........          --                     --                --         --        (63)
  Other.....................         (62)                    98                10         31        (65)
                                --------             ----------          --------   --------   --------
Other (expense) income,
  net.......................        (534)                   (79)             (330)    (1,558)   (30,479)
                                --------             ----------          --------   --------   --------
  (Loss) income before
    income taxes............         (40)                   898             1,789        854    (29,283)
Income taxes................          85                    362               682        783        137
                                --------             ----------          --------   --------   --------
  Net (loss) income.........    $   (125)            $      536          $  1,107   $     71   $(29,420)
                                ========             ==========          ========   ========   ========
 
(Loss) income per share:
  Basic.....................    $  (0.24)            $     0.84          $   2.62   $  (0.18)  $(104.00)
                                ========             ==========          ========   ========   ========
  Diluted...................    $  (0.24)            $     0.44          $   1.27   $  (0.18)  $(104.00)
                                ========             ==========          ========   ========   ========
 
Weighted average common
  shares:
  Basic.....................     520,518                520,518           375,773    284,050    284,050
                                ========             ==========          ========   ========   ========
  Diluted...................     520,518              1,006,403           867,339    284,050    284,050
                                ========             ==========          ========   ========   ========
 
Pro forma (loss) income per
  share:
  Basic.....................    $  (0.24)            $     0.46          $   1.37   $   1.86   $   0.20
  Diluted...................    $  (0.24)            $     0.44          $   1.27   $   1.72   $   0.18
 
Pro forma weighted average
  common shares:
  Basic.....................     520,518                952,274           807,529    715,806    756,068
  Diluted...................     520,518              1,006,403           867,339    775,616    861,326
 
<CAPTION>
 
                                        SIX MONTHS ENDED
                                            JUNE 30,
                              ------------------------------------
                                1999               2000
                              --------   -------------------------
                                          (UNAUDITED)
                              (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                           <C>        <C>
STATEMENT OF OPERATIONS
  DATA:
Revenues....................  $ 11,533   $                  14,458
Cost of goods sold..........     5,661                       7,488
                              --------   -------------------------
  Gross profit..............     5,872                       6,970
Other operating expenses....     3,622                       4,727
Stock compensation
  expense...................       937                          16
                              --------   -------------------------
  Operating income..........     1,313                       2,227
                              --------   -------------------------
Other (expense) income:
  Common stock warrant
    interest expense........    (7,403)                    (67,526)
  Interest expense, net.....      (279)                       (401)
  Amortization of deferred
    financing costs.........       (25)                        (37)
  Other.....................      (181)                       (270)
                              --------   -------------------------
Other (expense) income,
  net.......................    (7,888)                    (68,234)
                              --------   -------------------------
  (Loss) income before
    income taxes............    (6,575)                    (66,007)
Income taxes................       261                         579
                              --------   -------------------------
  Net (loss) income.........  $ (6,836)  $                 (66,586)
                              ========   =========================
(Loss) income per share:
  Basic.....................  $ (24.28)  $                 (210.66)
                              ========   =========================
  Diluted...................  $ (24.28)  $                 (210.66)
                              ========   =========================
Weighted average common
  shares:
  Basic.....................   284,050                     316,488
                              ========   =========================
  Diluted...................   284,050                     316,488
                              ========   =========================
Pro forma (loss) income per
  share:
  Basic.....................  $   0.68   $                    1.10
  Diluted...................  $   0.63   $                    0.98
Pro forma weighted average
  common shares:
  Basic.....................   747,784                     796,744
  Diluted...................   807,594                     902,002
</TABLE>

 
    Pro forma basic and diluted net income (loss) per share have been calculated
assuming the conversion of all outstanding shares of convertible preferred stock
into common stock and the exercise of all outstanding warrants into common stock
as if they had been converted on the dates of issuance. Accordingly, common
stock warrant interest expense is excluded from the pro forma per share amounts.
 
    The financial data presented above for the year ended December 31, 1995
represents the financial data of our predecessor company without any adjustments
relating to our purchase of a portion of its assets.
 
                                       4

<PAGE>
 

<TABLE>
<CAPTION>
                                                                 AS OF JUNE 30, 2000 (UNAUDITED)
                                                             ---------------------------------------
                                                                                          PRO FORMA
                                                              ACTUAL      PRO FORMA      AS ADJUSTED
                                                             --------   --------------   -----------
                                                                        (IN THOUSANDS)
<S>                                                          <C>        <C>              <C>
BALANCE SHEET DATA:
Cash and cash equivalents..................................  $ 2,145        $ 2,150
Working capital............................................    3,813          3,818
Total assets...............................................   20,634         20,639
Long-term obligations, net of current portion..............    4,532          4,532
Preferred stock and common stock warrants..................  101,221          1,500
Stockholders' equity (deficit).............................  (92,738)         6,983
</TABLE>

 
    The preceding table presents a summary of our balance sheet data as of
June 30, 2000:
 
    - on an actual basis,
 
    - on a pro forma basis to give effect to the conversion of all outstanding
      shares of convertible preferred stock into an aggregate of 48,500 shares
      of common stock and the exercise of all outstanding warrants into an
      aggregate of 431,756 shares of common stock, upon the closing of this
      offering, and
 
    - on a pro forma as adjusted basis to reflect the sale of       shares of
      common stock in this offering at an assumed initial offering price of
      $      per share, after deducting estimated underwriting discounts,
      commissions and offering expense and the redemption of all outstanding
      shares of redeemable preferred stock upon the closing of this offering.
 
                                       5

<PAGE>

                                  RISK FACTORS
 
    AN INVESTMENT IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS. YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISKS BEFORE YOU DECIDE TO BUY OUR COMMON
STOCK.
 
IF WE ARE UNABLE TO ACHIEVE AND SUSTAIN MARKET ACCEPTANCE OF OUR NEW PROTEOMICS
AND ADMET SCREENING PRODUCTS ACROSS THEIR BROAD INTENDED RANGE OF APPLICATIONS,
WE WILL NOT GENERATE EXPECTED REVENUE GROWTH.
 
    Our business strategy depends on our successfully developing and
commercializing our new proteomics and ADMET screening technologies to meet our
customers' expanding needs and demands. For example, our recent acquisition of
AmiKa Corporation involved the purchase of the technology that we are using to
develop our 96 well plate for serum protein binding analysis. Market acceptance
of this and other new products will depend on many factors, including the extent
of our marketing efforts and our ability to demonstrate to existing and
potential customers that our technologies are superior to other technologies and
products that are available now or may become available in the future. If our
new products do not gain market acceptance, it could materially adversely affect
our business and future growth prospects.
 
OUR PRODUCTS COMPETE IN MARKETS THAT ARE SUBJECT TO RAPID TECHNOLOGICAL CHANGE,
AND THEREFORE ONE OR MORE OF OUR PRODUCTS COULD BE MADE OBSOLETE BY NEW
TECHNOLOGIES.
 
    Because the market for drug discovery tools is characterized by rapid
technological change and frequent new product introductions, our product lines
may be made obsolete unless we are able to continually improve our existing
products and develop new products. To meet the evolving needs of our customers,
we must continually enhance our current and planned products and develop and
introduce new products. However, we may experience difficulties which may delay
or prevent the successful development, introduction and marketing of new
products or product enhancements. In addition, our product lines are based on
complex technologies which are subject to rapid change as new technologies are
developed and introduced in the marketplace. We may have difficulty in keeping
abreast of the rapid changes affecting each of the different markets we serve or
intend to serve. Our failure to develop and introduce products in a timely
manner in response to changing technology, market demands or the requirements of
our customers could cause our product sales to decline, and we could experience
significant losses.
 
    We offer and plan to offer a broad product line and have incurred and expect
to continue to incur substantial expenses for development of new products and
enhanced versions of our existing products. The speed of technological change in
our market may prevent us from being able to successfully market some or all of
our products for the length of time required to recover their often significant
development costs. Failure to recover the development costs of one or more
products or product lines could decrease our profitability or cause us to
experience significant losses.
 
WE HAVE LIMITED EXPERIENCE IN MANUFACTURING SOME OF OUR PRODUCTS WHICH COULD
CAUSE PROBLEMS OR DELAYS RESULTING IN LOST REVENUE.
 
    We have only recently begun to manufacture and therefore currently have
limited manufacturing capacity for some of our products, such as our PrepTip
protein purification pipette tips. If we fail to manufacture and deliver
products in a timely manner, our relationships with our customers could be
seriously harmed, and our revenue could decline. To achieve the production
levels necessary for successful commercialization, we will need to scale-up our
manufacturing facilities and establish automated manufacturing methods and
quality control procedures. We cannot assure you that manufacturing or quality
control problems will not arise as we attempt to scale-up our production or that
we can scale-up manufacturing and quality control in a timely manner or at
commercially
 
                                       6

<PAGE>
reasonable costs. If we are unable to manufacture these products consistently on
a timely basis because of these or other factors, we may not achieve the level
of sales from these products that we otherwise anticipate.
 
IF AMERSHAM PHARMACIA BIOTECH TERMINATES ITS DISTRIBUTION AGREEMENT WITH US OR
FAILS TO PERFORM ITS OBLIGATIONS UNDER OUR DISTRIBUTION AGREEMENT, IT COULD
IMPAIR THE MARKETING AND DISTRIBUTION EFFORTS FOR SOME OF OUR PRODUCTS AND
RESULT IN LOST REVENUES.
 
    For the six months ended June 30, 2000, approximately 40% of our revenues
were generated through an agreement with Amersham Pharmacia Biotech, or APB,
under which APB acts as our primary marketing and distribution channel for the
products of our Biochrom subsidiary. We have little or no control over APB's
marketing and sales activities or the use of its resources. APB may fail to
purchase sufficient quantities of products from us or perform appropriate
marketing and sales activities. In addition, our inability to maintain our
arrangement with APB for product distribution, could materially impede the
growth of our business and our ability to generate sufficient revenue. Our
agreement with APB may be terminated early under some circumstances, including
in the event of a breach of a material term by us. The initial three-year term
of this agreement expires in February 2002 after which it is subject to annual
renewal. While we believe our relationship with APB is good, we cannot guarantee
that the contract will be renewed or that APB will aggressively market our
products in the future.
 
OUR COMPETITORS AND POTENTIAL COMPETITORS MAY DEVELOP PRODUCTS AND TECHNOLOGIES
THAT ARE MORE EFFECTIVE OR COMMERCIALLY ATTRACTIVE THAN OUR PRODUCTS.
 
    We expect to encounter increased competition from both established and
development-stage companies that continually enter our market. We anticipate
that these competitors will include:
 
    - companies developing and marketing life sciences research tools,
 
    - health care companies that manufacture laboratory-based tests and
      analyzers,
 
    - diagnostic and pharmaceutical companies, and
 
    - companies developing drug discovery technologies.
 
    Currently, our principal competition comes from established companies that
provide products which perform many of the same functions for which we market
our products. Our competitors may develop or market products that are more
effective or commercially attractive than our current or future products. Many
of our competitors have substantially greater financial, operational, marketing
and technical resources than we do. Moreover, these competitors may offer
broader product lines and tactical discounts, and may have greater name
recognition. In addition, we may face competition from new entrants into our
field. We may not have the financial resources, technical expertise or
marketing, distribution or support capabilities to compete successfully in the
future.
 
IF WE ARE UNABLE TO EFFECTIVELY PROTECT OUR INTELLECTUAL PROPERTY, THIRD PARTIES
MAY USE OUR TECHNOLOGY, WHICH WOULD IMPAIR OUR ABILITY TO COMPETE IN OUR
MARKETS.
 
    Our continued success will depend in significant part on our ability to
obtain and maintain meaningful patent protection for our products throughout the
world. Patent law relating to the scope of claims in the technology fields in
which we operate is still evolving. The degree of future protection for our
proprietary rights is uncertain. We own ten U.S. patents and have four patent
applications pending in the U.S. We also own numerous U.S. registered trademarks
and trade names and have applications for the registration of trademarks and
trade names pending. We rely on patents to protect a significant part of our
intellectual property and to enhance our competitive position. However, our
presently pending or future patent applications may not issue as patents, and
any patent previously issued to us
 
                                       7

<PAGE>
may be challenged, invalidated, held unenforceable or circumvented. Furthermore,
the claims in patents which have been issued or which may be issued to us in the
future may not be sufficiently broad to prevent third parties from producing
competing products similar to our products. In addition, the laws of various
foreign countries in which we compete may not protect our intellectual property
to the same extent as do the laws of the United States. If we fail to obtain
adequate patent protection for our proprietary technology, our ability to be
commercially competitive will be materially impaired.
 
    In addition to patent protection, we also rely on protection of trade
secrets, know-how and confidential and proprietary information. To maintain the
confidentiality of trade secrets and proprietary information, we generally seek
to enter into confidentiality agreements with our employees, consultants and
strategic partners upon the commencement of a relationship with us. However, we
may not obtain these agreements in all circumstances. In the event of
unauthorized use or disclosure of this information, these agreements, even if
obtained, may not provide meaningful protection for our trade secrets or other
confidential information. In addition, adequate remedies may not exist in the
event of unauthorized use or disclosure of this information. The loss or
exposure of our trade secrets and other proprietary information would impair our
competitive advantages and could have a material adverse effect on our operating
results, financial condition and future growth prospects.
 
WE MAY BE INVOLVED IN LAWSUITS TO PROTECT OR ENFORCE OUR PATENTS WHICH WOULD BE
EXPENSIVE AND TIME-CONSUMING.
 
    In order to protect or enforce our patent rights, we may initiate patent
litigation against third parties. We may also become subject to interference
proceedings conducted in the patent and trademark offices of various countries
to determine the priority of inventions. The defense and prosecution, if
necessary, of intellectual property suits, interference proceedings and related
legal and administrative proceedings would be costly and divert our technical
and management personnel from their normal responsibilities. We may not prevail
in any of these suits. An adverse determination of any litigation or defense
proceedings could put our patents at risk of being invalidated or interpreted
narrowly and could put our patent applications at risk of not issuing.
 
    Furthermore, because of the substantial amount of discovery required in
connection with intellectual property litigation, there is a risk that some of
our confidential information could be compromised by disclosure during this type
of litigation. For example, during the course of this kind of litigation, there
could be public announcements of the results of hearings, motions or other
interim proceedings or developments in the litigation. Securities analysts or
investors may perceive these announcements to be negative, which could cause the
market price of our stock to decline.
 
OUR SUCCESS WILL DEPEND PARTLY ON OUR ABILITY TO OPERATE WITHOUT INFRINGING ON
OR MISAPPROPRIATING THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
 
    We may be sued for infringing on the intellectual property rights of others,
including the patent rights, trademarks and trade names of third parties.
Intellectual property litigation is costly and the outcome is uncertain. If we
do not prevail in any intellectual property litigation, in addition to any
damages we might have to pay, we could be required to stop the infringing
activity, or obtain a license to or design around the intellectual property in
question. If we are unable to obtain a required license on acceptable terms, or
are unable to design around any third party patent, we may be unable to sell
some of our products and services, which could result in reduced revenue.
 
    AmiKa Corporation, whose assets we purchased in July 2000, has received and
responded to correspondence from counsel to a third party competitor regarding
the possible infringement by us of a patent and other pending patent
applications held by such third party. While we believe that this matter has
been concluded, we cannot assure you that this third party competitor will not
assert these or similar claims in the future.
 
                                       8

<PAGE>
WE ARE DEPENDENT UPON OUR LICENSED TECHNOLOGIES AND MAY NEED TO OBTAIN
ADDITIONAL LICENSES IN THE FUTURE TO OFFER OUR PRODUCTS AND REMAIN COMPETITIVE.
 
    We have licensed key components of our technologies from third parties. If
these agreements were to terminate prematurely or if we breach the terms of any
licenses or otherwise fail to maintain our rights to these technologies, we may
lose the right to manufacture or sell our products. In addition, we may need to
obtain licenses to additional technologies in the future in order to keep our
products competitive. If we fail to license or otherwise acquire necessary
technologies, we may not be able to develop new products that we need to remain
competitive.
 
MANY OF OUR CURRENT AND POTENTIAL CUSTOMERS ARE FROM THE PHARMACEUTICAL AND
BIOTECHNOLOGY INDUSTRIES AND ARE SUBJECT TO RISKS FACED BY THOSE INDUSTRIES.
 
    We derive a substantial portion of our revenues from pharmaceutical and
biotechnology companies. We expect that pharmaceutical and biotechnology
companies will continue to be our major source of revenues for the foreseeable
future. As a result, we are subject to risks and uncertainties that affect the
pharmaceutical and biotechnology industries, such as pricing pressures as
third-party payers continue challenging the pricing of medical products and
services, government regulation, ongoing consolidation and uncertainty of
technological change, and to reductions and delays in research and development
expenditures by companies in these industries. If appropriate reimbursement
cannot be obtained, it could result in our customers purchasing fewer products
from us as they reduce their research and development expenditures.
 
    In addition, we are dependent, both directly and indirectly, upon general
health care spending patterns, particularly in the research and development
budgets of the pharmaceutical and biotechnology industries, as well as upon the
financial condition of various governments and government agencies. Many of our
customers, including universities, government research laboratories, private
foundations and other institutions, obtain funding for the purchase of our
products from grants by governments or government agencies. There exists the
risk of a potential decrease in the level of governmental spending allocated to
scientific and medical research which could substantially reduce or even
eliminate these grants. If government funding necessary to purchase our products
were to decrease, our business and results of operations could be materially
adversely affected.
 
OUR BUSINESS IS SUBJECT TO ECONOMIC, POLITICAL AND OTHER RISKS ASSOCIATED WITH
INTERNATIONAL REVENUES AND OPERATIONS.
 
    Since we manufacture and sell our products worldwide, our business is
subject to risks associated with doing business internationally. Our revenues
from our non-U.S. operations represented approximately 71% of our total revenues
for the six months ended June 30, 2000. We anticipate that revenue from
international operations will continue to represent a substantial portion of our
total revenues. In addition, a number of our manufacturing facilities and
suppliers are located outside the United States. Accordingly, our future results
could be harmed by a variety of factors, including:
 
    - changes in foreign currency exchange rates,
 
    - changes in a specific country's or region's political or economic
      conditions,
 
    - trade protection measures and import or export licensing requirements or
      other restrictive actions by foreign governments,
 
    - potentially negative consequences from changes in tax laws,
 
    - difficulty in staffing and managing widespread operations,
 
    - differing labor regulations,
 
                                       9

<PAGE>
    - differing protection of intellectual property, and
 
    - unexpected changes in regulatory requirements.
 
WE MAY LOSE MONEY WHEN WE EXCHANGE FOREIGN CURRENCY RECEIVED FROM INTERNATIONAL
REVENUES INTO U.S. DOLLARS.
 
    A significant portion of our business is conducted in currencies other than
the U.S. dollar, which is our reporting currency. As a result, currency
fluctuations among the U.S. dollar and the currencies in which we do business
have caused and will continue to cause foreign currency transaction gains and
losses. Currently, we attempt to manage foreign currency risk through the
matching of assets and liabilities. In the future, we may undertake to manage
foreign currency risk through additional hedging methods. We recognize foreign
currency gains or losses arising from our operations in the period incurred. We
cannot guarantee that we will be successful in managing foreign currency risk or
in predicting the effects of exchange rate fluctuations upon our future
operating results because of the number of currencies involved, the variability
of currency exposures and the potential volatility of currency exchange rates.
 
IF WE ENGAGE IN ANY ACQUISITION, WE WILL INCUR A VARIETY OF COSTS, AND MAY NEVER
REALIZE THE ANTICIPATED BENEFITS OF THE ACQUISITION.
 
    Our business strategy includes the future acquisition of businesses,
technologies, services or products that we believe are a strategic fit with our
business. We currently have no commitments or agreements with respect to any
material acquisitions. If we do undertake any acquisition, the process of
integrating an acquired business, technology, service or product may result in
unforeseen operating difficulties and expenditures and may absorb significant
management attention that would otherwise be available for ongoing development
of our business. Moreover, we may fail to realize the anticipated benefits of
any acquisition. Future acquisitions could reduce your ownership and could cause
us to incur debt, expose us to future liabilities and result in amortization
expenses related to goodwill and other intangible assets.
 
OUR MANUFACTURE AND SALE OF PRODUCTS COULD LEAD TO PRODUCT LIABILITY CLAIMS FOR
WHICH WE COULD HAVE SUBSTANTIAL LIABILITY.
 
    The manufacture and sale of our products exposes us to product liability
claims if any of our products cause injury or are found otherwise unsuitable
during manufacturing, marketing, sale or customer use. A successful product
liability claim brought against us in excess of, or outside the coverage of, our
insurance coverage could have a material adverse effect on our financial
condition. We may not be able to maintain product liability insurance on
acceptable terms, if at all, and insurance may not provide adequate coverage
against potential liabilities.
 
IF WE FAIL TO RETAIN OUR KEY PERSONNEL AND HIRE, TRAIN AND RETAIN QUALIFIED
EMPLOYEES, WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY, WHICH COULD RESULT IN
REDUCED REVENUE.
 
    Our success is highly dependent on the continued services of key management,
technical and scientific personnel. Our management and other employees may
voluntarily terminate their employment with us at any time upon short notice.
The loss of the services of any member of our senior management team, including
our Chief Executive Officer, Chane Graziano, and our President, David Green, or
any of our technical or scientific staff may significantly delay or prevent the
achievement of product development and other business objectives. We maintain
key person life insurance on Messrs. Graziano and Green. Our future success will
also depend on our ability to identify, recruit and retain additional qualified
scientific, technical and managerial personnel. Competition for qualified
personnel in the technology area is intense, and we operate in several
geographic locations where labor
 
                                       10

<PAGE>
markets are particularly competitive, including Boston, Massachusetts and London
and Cambridge, England, and where demand for personnel with these skills is
extremely high and is likely to remain high. As a result, competition for
qualified personnel is intense and the turnover rate is high, particularly in
the areas of information technology, engineering and science and the process of
hiring suitably qualified personnel is often lengthy. If we are unable to hire
and retain a sufficient number of qualified employees, our ability to conduct
and expand our business could be seriously reduced.
 
WE PLAN SIGNIFICANT GROWTH, AND THERE IS A RISK THAT WE WILL NOT BE ABLE TO
MANAGE THIS GROWTH.
 
    Our success will depend on the expansion of our operations. Effective growth
management will place increased demands on our management, operational and
financial resources. To manage our growth, we must expand our facilities,
augment our operational, financial and management systems, and hire and train
additional qualified personnel. Our failure to manage this growth effectively
could impair our ability to generate revenue or could cause our expenses to
increase more rapidly than revenue, resulting in operating losses.
 
AS OUR BUSINESS EXPANDS, WE MAY INCREASE OUR USE OF HAZARDOUS MATERIALS LEADING
TO INCREASED ENVIRONMENTAL COMPLIANCE REQUIREMENTS AND THE POSSIBILITY OF CLAIMS
RELATING TO IMPROPER HANDLING, STORAGE OR DISPOSAL OF THESE MATERIALS WHICH
COULD BE TIME CONSUMING AND COSTLY.
 
    Although we currently use fairly small quantities of hazardous substances in
the manufacture and development of our products, as we expand our operations,
our use, transportation, storage and disposal of hazardous substances may
increase and lead to additional and more stringent requirements under
environmental and health and safety statutes and regulations. We could be
required to incur significant costs to comply with current or future
environmental laws and regulations. In addition, our failure to comply with laws
and regulations and any costs associated with unexpected and unintended releases
of hazardous substances by us into the environment, or at disposal sites used by
us, could expose us to substantial liability in the form of fines, penalties,
remediation costs or other damages, or could lead to a shut down of our
operations. We are not aware of any current claims associated with our use of
hazardous substances. We intend to remain at all times in full compliance with
all applicable environmental and health and safety laws and regulations.
 
OUR EXISTING STOCKHOLDERS WILL HAVE SUBSTANTIAL INFLUENCE OVER MATTERS REQUIRING
A STOCKHOLDER VOTE.
 
    Following the completion of this offering, our current stockholders will
beneficially own or control approximately    % of the outstanding shares of our
common stock. If all of these stockholders were to vote together as a group,
they would have the ability to elect our board of directors and control the
outcome of stockholder votes, including votes concerning by-law amendments and
possible mergers, corporate control contests and other significant corporate
transactions. In addition, this concentration of ownership may delay or prevent
a change of control of our company at a premium price if these stockholders
oppose it. The interests of these stockholders may not always coincide with our
interests as a company or the interests of other stockholders.
 
BECAUSE OUR STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE, OUR STOCK PRICE COULD
EXPERIENCE SUBSTANTIAL DECLINES AND OUR MANAGEMENT'S ATTENTION MAY BE DIVERTED
FROM MORE PRODUCTIVE TASKS.
 
    The market price of our common stock is likely to be volatile and could
decline, perhaps substantially, following this offering in response to various
factors, many of which are beyond our control, including:
 
    - technological innovations by competitors or in competing technologies,
 
    - revenues and operating results failing to meet the expectations of
      securities analysts or investors in any quarter,
 
                                       11

<PAGE>
    - downward revisions in securities analysts' estimates,
 
    - conditions or trends in the biotechnology and pharmaceutical industries,
 
    - announcements by us of significant acquisitions or financings or changes
      in strategic partnerships, and
 
    - a decrease in the demand for our common stock.
 
    In addition, the stock market in general, and the Nasdaq National Market and
the biotechnology industry market in particular, have experienced significant
price and volume fluctuations that at times have been unrelated or
disproportionate to the operating performance of those companies. These broad
market and industry factors may seriously harm the market price of our common
stock, regardless of our operating performance. In the past, securities class
action litigation has often been instituted following periods of volatility in
the market price of a company's securities. A securities class action suit
against us could result in substantial costs, potential liabilities and the
diversion of our management's attention and resources.
 
PROVISIONS OF DELAWARE LAW AND OF OUR CHARTER AND BY-LAWS MAY MAKE A TAKEOVER
MORE DIFFICULT WHICH COULD CAUSE OUR STOCK PRICE TO DECLINE.
 
    Provisions in our certificate of incorporation and by-laws and in the
Delaware corporate law may make it difficult and expensive for a third party to
pursue a tender offer, change in control or takeover attempt which is opposed by
our management and board of directors. Public stockholders who might desire to
participate in such a transaction may not have an opportunity to do so. We also
have a staggered board of directors which makes it difficult for stockholders to
change the composition of the board of directors in any one year. These
anti-takeover provisions could substantially impede the ability of public
stockholders to change our management and board of directors. Such provisions
may also limit the price that investors might be willing to pay for shares of
our common stock in the future.
 
NEW INVESTORS IN OUR COMMON STOCK WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL
DILUTION.
 
    The initial public offering price of our common stock will be substantially
higher than the net tangible book value per share of our existing capital stock.
As a result, if you purchase common stock in this offering you will incur
immediate and substantial dilution of $      in net tangible book value per
share of common stock, based on an assumed public offering price of $    per
share. You will also experience additional dilution upon the exercise of
outstanding stock options. In addition, the number of shares available for
issuance under our 2000 Stock Option and Incentive Plan will automatically
increase without stockholder approval.
 
FAILURE TO RAISE ADDITIONAL CAPITAL OR GENERATE THE SIGNIFICANT CAPITAL
NECESSARY TO EXPAND OUR OPERATIONS AND INVEST IN NEW PRODUCTS COULD REDUCE OUR
ABILITY TO COMPETE AND RESULT IN LOWER REVENUE.
 
    We anticipate that our existing capital resources and the net proceeds from
this offering will enable us to maintain currently planned operations for at
least the next two years. However, we premise this expectation on our current
operating plan, which may change as a result of many factors, including market
acceptance of our new products and future opportunities with collaborators.
Consequently, we may need additional funding sooner than anticipated. Our
inability to raise capital could seriously harm our business and product
development efforts.
 
    If we raise additional funds through the sale of equity or convertible debt
or equity-linked securities, your percentage ownership in the company will be
reduced. In addition, these transactions may dilute the value of our outstanding
stock. We may issue securities that have rights, preferences and privileges
senior to our common stock. If we raise additional funds through collaborations
or licensing arrangements, we may relinquish rights to certain of our
technologies or products, or grant licenses to
 
                                       12

<PAGE>
third parties on terms that are unfavorable to us. We may be unable to raise
additional funds on terms acceptable to us. If future financing is not available
to us or is not available on terms acceptable to us, we may have to curtail or
cease operations.
 
SHARES ELIGIBLE FOR PUBLIC SALE AFTER THIS OFFERING COULD ADVERSELY AFFECT OUR
STOCK PRICE.
 
    The market price of our common stock could decline as a result of sales of
shares by our existing stockholders after this offering, or the perception that
such sales will occur. These sales also might make it difficult for us to sell
equity securities in the future at a time and at a price that we deem
appropriate. After this offering, we will have       shares of common stock
outstanding. Of these shares,       of the shares sold in this offering will be
freely tradeable. All of our existing stockholders have executed lock-up
agreements. Those lock-up agreements restrict all of our existing stockholders
from selling, pledging or otherwise disposing of their shares for a period of
180 days after the date of this prospectus without the prior written consent of
Thomas Weisel Partners LLC. However, Thomas Weisel Partners LLC may, in its sole
discretion, release all or any portion of the common stock from the restrictions
of the lock-up agreements. In addition, after this offering, we also intend to
register 50,000 shares of common stock for issuance under our 2000 Stock Option
and Incentive Plan and 25,000 shares under our Employee Stock Purchase Plan.
 
WE WILL HAVE BROAD DISCRETION AS TO THE USE OF THE PROCEEDS FROM THIS OFFERING
AND MAY USE THE PROCEEDS IN A MANNER WITH WHICH YOU DISAGREE.
 
    Our board of directors and our management will have broad discretion over
the use of the net proceeds of this offering. You may disagree with the judgment
of our board of directors and our management regarding the application of the
proceeds of this offering. We intend to use a majority of the proceeds from this
offering for payment of existing debt, redemption of our series A preferred
stock, working capital and general corporate purposes and to fund potential
acquisitions, if any. Because of the number and variability of factors that
determine our use of the net proceeds from this offering, we cannot assure you
that our actual use will not vary substantially from our currently planned uses.
Initially, we intend to invest the net proceeds from this offering in income
producing, investment grade securities.
 
FUTURE ISSUANCE OF OUR PREFERRED STOCK MAY DILUTE THE RIGHTS OF OUR COMMON
STOCKHOLDERS.
 
    Our board of directors has the authority to issue up to 5,000,000 shares of
preferred stock and to determine the price, privileges and other terms of these
shares. The board of directors may exercise this authority without any further
approval of our stockholders. The rights of the holders of common stock may be
adversely affected by the rights of future holders of our preferred stock.
 
YOU WILL NOT RECEIVE CASH DIVIDENDS ON YOUR INVESTMENT IN OUR COMMON STOCK.
 
    We intend to retain all of our earnings to finance the development and
expansion of our business and do not anticipate paying any cash dividends in the
foreseeable future. Moreover, our ability to declare and pay cash dividends on
our common stock is restricted by covenants in our senior credit facility and in
the indenture governing our senior subordinated notes. As a result, capital
appreciation, if any, of our common stock will be your sole source of gain for
the foreseeable future.
 
AN ACTIVE TRADING MARKET FOR OUR COMMON STOCK MAY NOT DEVELOP.
 
    Prior to this offering, there has been no public market for our common
stock. Although we expect our common stock to be quoted on the Nasdaq National
Market, an active trading market for our shares may not develop or be sustained
following this offering. You may not be able to resell your shares at prices
equal to or greater than the initial public offering price. The initial public
offering price will be determined through negotiations between us and the
underwriters and may not be indicative of the market price for these shares
following this offering. You should read "Underwriting" for a discussion of the
factors to be considered in determining the initial public offering price.
 
                                       13

<PAGE>
                INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
 
    This prospectus contains forward-looking statements. The forward-looking
statements are principally contained in the sections on "Prospectus Summary,"
"Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations." These statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performances
or achievements to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements.
Forward-looking statements include, but are not limited to:
 
    - our business strategy,
 
    - the market opportunity for our products, including the willingness of our
      customers to expand proteomics and ADMET investments,
 
    - our plans for hiring additional personnel,
 
    - our estimates regarding our capital requirements and our needs for
      additional financing, and
 
    - our plans, objectives, expectations and intentions contained in this
      prospectus that are not historical facts.
 
    In some cases, you can identify forward-looking statements by terms such as
"may," "will," "should," "could," "would," "expects," "plans," "anticipates,"
"believes," "estimates," "projects," "predicts," "intends," "potential" and
similar expressions intended to identify forward-looking statements. These
statements reflect our current views with respect to future events and are based
on assumptions and subject to risks and uncertainties. Given these
uncertainties, you should not place undue reliance on these forward-looking
statements. We discuss many of these risks in greater detail under the heading
"Risk Factors." Also, these forward-looking statements represent our estimates
and assumptions only as of the date of this prospectus.
 
    You should read this prospectus completely and with the understanding that
our actual future results may be materially different from what we expect. We
may not update these forward-looking statements, even though our situation may
change in the future, unless we have obligations under the Federal securities
laws to update and disclose material developments related to previously
disclosed information. We qualify all of our forward-looking statements by these
cautionary statements.
 
                                       14

<PAGE>

                                USE OF PROCEEDS
 
    We estimate that the net proceeds we will receive from the sale of
shares of common stock will be approximately $   million, or approximately $
   million if the underwriters fully exercise their over-allotment option, at
the assumed offering price of $      per share, in each case after deducting
estimated underwriting discounts, commissions and offering expenses payable by
us. We will not receive any proceeds from the sale of shares by the selling
stockholder in this offering.
 
    We expect to use the net proceeds of this offering as follows:
 
    - for payment of approximately $665,000 in subordinated debt and
      $9.6 million under our credit facility,
 
    - for redemption of our series A redeemable preferred stock at a cost of
      approximately $1.5 million,
 
    - to fund potential acquisitions, if any,
 
    - for working capital, and
 
    - for general corporate purposes.
 
    Except for the payment of existing debt and the redemption of preferred
stock listed above, the use of proceeds has not been specifically identified or
allocated due to the flexible nature of our planning process and the constantly
changing nature of our industry. We will retain broad discretion in the
allocation and use of the net proceeds of this offering. Pending the uses
described above, we intend to invest the remaining net proceeds from this
offering in short-term, investment grade, interest-bearing securities.
 
    Our subordinated debt bears interest at an annual rate of 13.0% and matures
upon the consummation of this offering. All of the subordinated debt will be
retired out of the proceeds of this offering.
 
    Our credit facility consists of two term loans and a revolving credit line.
One term loan and the revolving line of credit mature in January 2002. The other
term loan matures in June 2004. The interest rate for the credit facility is
equal to our lender's base rate plus 1.5%. This interest rate was 10.5% at
September 15, 2000. In July 2000, we increased our borrowings under our credit
facility by $2.5 million to finance the acquisition of AmiKa Corporation. All of
our outstanding indebtedness under our credit facility will be repaid out of the
proceeds of this offering.
 

                                DIVIDEND POLICY
 
    We have never declared or paid dividends on our common stock in the past and
do not intend to pay dividends on our common stock in the foreseeable future.
Any future determination to pay dividends will be at the discretion of our board
of directors and will depend on our financial condition, results of operations,
capital requirements and other factors the board of directors deems relevant. In
addition, our existing credit facility does not permit us to pay cash dividends,
and any future credit facilities may not permit us to pay cash dividends.
 
                                       15

<PAGE>

                                 CAPITALIZATION
 
    The following table describes our capitalization as of June 30, 2000:
 
    - on an actual basis,
 
    - on a pro forma basis to give effect to the conversion of all outstanding
      shares of convertible preferred stock into an aggregate of 48,500 shares
      of common stock, the exercise of all outstanding warrants into an
      aggregate of 431,756 shares of common stock upon the closing of this
      offering and the filing of our amended and restated certificate of
      incorporation prior to the effective date of this offering, and
 
    - on a pro forma as adjusted basis to reflect the sale of       shares of
      common stock in this offering at an assumed initial offering price of
      $    per share, after deducting estimated underwriting discounts,
      commissions and offering expenses payable by us and the application of the
      net proceeds therefrom.
 

<TABLE>
<CAPTION>
                                                                     AS OF JUNE 30, 2000
                                                              ----------------------------------
                                                                                      PRO FORMA
                                                               ACTUAL    PRO FORMA   AS ADJUSTED
                                                              --------   ---------   -----------
                                                              (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                                           <C>        <C>         <C>
Series A redeemable preferred stock, par value $0.01 per
  share; 469,300 shares authorized, issued and outstanding,
  actual; no shares authorized, issued and outstanding, pro
  forma and pro forma as adjusted...........................  $ 1,500    $  1,500       $   --
Series B convertible preferred stock, par value $0.01 per
  share; 48,500 shares authorized, issued and outstanding,
  actual; no shares authorized, issued and outstanding, pro
  forma and pro forma as adjusted...........................    1,000          --           --
                                                              -------    --------       ------
  Total preferred stock.....................................  $ 2,500    $  1,500
                                                              -------    --------       ------
 
Common stock warrants.......................................   98,721          --           --
                                                              -------    --------       ------
 
Undesignated preferred stock, par value $0.01 per share;
  82,200 shares authorized, no shares issued and
  outstanding, actual; 5,000,000 shares authorized, no
  shares issued and outstanding, pro forma and pro forma as
  adjusted..................................................       --          --           --
Common stock, par value $0.01 per share; 1,300,000 shares
  authorized, 575,907 shares issued and outstanding, actual;
  80,000,000 shares authorized, 1,056,163 shares issued and
  outstanding, pro forma; 80,000,000 shares authorized,
        shares issued and outstanding, pro forma as
  adjusted..................................................        6          11
Additional paid-in capital..................................    3,299     103,020
Treasury stock, 236,468 shares, actual and pro forma; no
  shares, pro forma as adjusted.............................     (668)       (668)
Retained earnings (accumulated deficit).....................  (94,911)    (94,911)
Accumulated other comprehensive income (loss)...............     (465)       (465)
                                                              -------    --------       ------
  Total stockholders' equity (deficit)......................  (92,739)      6,987
                                                              -------    --------       ------
    Total capitalization....................................  $ 8,482    $  8,487       $
                                                              =======    ========       ======
</TABLE>

 
    The above table excludes 96,369 shares of common stock issuable upon
exercise of stock options outstanding as of June 30, 2000 at a weighted average
exercise price of $10.60 per share. The above table also assumes no exercise of
the underwriters' over-allotment option.
 
                                       16

<PAGE>
                                    DILUTION
 
    Our pro forma net tangible book value as of June 30, 2000, was approximately
$9.7 million, or $12.34 per share of common stock. Pro forma net tangible book
value per share represents the amount of our total pro forma tangible assets
less total liabilities divided by the pro forma number of shares of common stock
outstanding. After giving effect to the issuance and sale by us of
      shares of common stock offered by this prospectus at an initial offering
price of $    per share and after deducting estimated underwriting discounts,
commissions and offering expenses payable by us, our pro forma net tangible book
value as of June 30, 2000 would have been $      , or $    per share. This
represents an immediate increase in the pro forma net tangible book value of
$    per share to existing stockholders and an immediate dilution of $    per
share to new stockholders in this offering illustrated by the following table:
 

<TABLE>
<S>                                                        <C>                       <C>
Initial public offering price per share..................                            $
 
  Pro forma net tangible book value per share before this
    offering.............................................  $                 12.34
 
  Increase per share attributable to new stockholders....
                                                           -----------------------
 
Pro forma net tangible book value per share after the
  offering...............................................
                                                                                     --------
 
Pro forma net tangible book value per share to new
  stockholders...........................................                            $
                                                                                     ========
</TABLE>

 
    The following table sets forth on a pro forma basis as of June 30, 2000, the
number of shares of common stock purchased from us, the total consideration paid
and the average price per share paid by existing and new stockholders before
deducting underwriting discounts, commissions and offering expenses payable by
us:
 

<TABLE>
<CAPTION>
                                SHARES PURCHASED               TOTAL CONSIDERATION
                               -------------------      ----------------------------------      AVERAGE PRICE
                                NUMBER    PERCENT               AMOUNT            PERCENT         PER SHARE
                               --------   --------      -----------------------   --------      -------------
<S>                            <C>        <C>           <C>                       <C>           <C>
Existing stockholders........  819,695           %      $                               %         $
New stockholders.............
                               -------     ------       -----------------------    -----
    Total....................               100.0%      $                          100.0%
                               =======     ======       =======================    =====
</TABLE>

 
    The foregoing discussion and tables assume no issuance of shares by us
pursuant to the underwriters' over-allotment option and no exercise of any stock
options outstanding. As of June 30, 2000, there were options outstanding to
purchase a total of approximately 96,369 shares of common stock with a weighted
average exercise price of $10.60 per share. To the extent that any of these
options are exercised, your investment will be further diluted. In addition, we
may grant more options in the future under our stock plans.
 
                                       17

<PAGE>
                            SELECTED FINANCIAL DATA
 
    You should read the following selected consolidated financial data in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements and related
notes included elsewhere in this prospectus. The statement of operations data
for the years ended December 31, 1997, 1998 and 1999 and the balance sheet data
at December 31, 1998 and 1999 are derived from our audited consolidated
financial statements appearing elsewhere in this prospectus. The balance sheet
data at December 31, 1997 and 1996, and the statement of operations data for
the period ended December 31, 1996 are derived from our audited consolidated
financial statements not included in this prospectus. The statement of
operations data for the year ended December 31, 1995 and the balance sheet data
at December 31, 1995 represents data of a predecessor company and are derived
from their unaudited consolidated financial statements not included in this
prospectus. The interim statement of operations data for the six-month periods
ended June 30, 1999 and June 30, 2000 and the interim balance sheet data at
June 30, 2000 are derived from our unaudited consolidated interim financial
statements appearing elsewhere in this prospectus which, in the opinion of
management, have been prepared on the same basis as the audited consolidated
financial statements and reflect all adjustments necessary for a fair
presentation of that data. The data for the six-month period ended June 30, 2000
are not necessarily indicative of results for the year ending December 31, 2000
or any future period.
 

<TABLE>
<CAPTION>
                                    PREDECESSOR         FOR THE PERIOD            FISCAL YEAR ENDED           SIX MONTHS ENDED
                                      COMPANY           FROM INCEPTION               DECEMBER 31,                 JUNE 30,
                                 FISCAL YEAR ENDED    (MARCH 15, 1996 TO    ------------------------------   -------------------
                                 DECEMBER 31, 1995    DECEMBER 31, 1996)      1997       1998       1999       1999       2000
                                 -----------------   --------------------   --------   --------   --------   --------   --------
                                    (UNAUDITED)                                                                  (UNAUDITED)
                                                         (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                              <C>                 <C>                    <C>        <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
Revenues.......................      $ 10,032             $    8,198        $ 11,464   $ 12,154   $ 26,178   $ 11,533   $ 14,458
Cost of goods sold.............         5,286                  4,080           5,128      5,351     13,547      5,661      7,488
                                     --------             ----------        --------   --------   --------   --------   --------
    Gross profit...............         4,746                  4,118           6,336      6,803     12,631      5,872      6,970
                                     --------             ----------        --------   --------   --------   --------   --------
General and administrative
  expense......................         2,435                  1,834           2,338      2,317      7,431      2,704      2,179
Sales and marketing expense....         1,469                  1,058           1,672      1,722      2,448      1,255      1,505
Research and development.......           348                    249             207        325      1,188        461        799
Amortization of goodwill.......            --                     --              --         27        368        139        260
                                     --------             ----------        --------   --------   --------   --------   --------
    Operating income...........           494                    977           2,119      2,412      1,196      1,313      2,227
                                     --------             ----------        --------   --------   --------   --------   --------
Other (expense) income:
  Foreign currency (loss)
    gain.......................            23                    108             (96)        21        (48)      (169)      (280)
  Common stock warrant interest
    expense....................            --                     --            (117)    (1,379)   (29,694)    (7,403)   (67,526)
  Interest expense, net........          (472)                  (177)           (223)      (210)      (657)      (279)      (401)
  Amortization of deferred
    financing costs............            --                     --              --         --        (63)       (25)       (37)
  Other........................           (85)                   (10)            106         10        (17)       (12)        10
                                     --------             ----------        --------   --------   --------   --------   --------
    Other expense, net.........          (534)                   (79)           (330)    (1,558)   (30,479)    (7,888)   (68,234)
                                     --------             ----------        --------   --------   --------   --------   --------
    (Loss) income before income
      taxes....................           (40)                   898           1,789        854    (29,283)    (6,575)   (66,007)
Income taxes...................            85                    362             682        783        923        261        579
                                     --------             ----------        --------   --------   --------   --------   --------
    Net (loss) income..........      $   (125)            $      536        $  1,107   $     71   $(29,420)  $ (6,836)  $(66,586)
                                     ========             ==========        ========   ========   ========   ========   ========
(Loss) income per share:
  Basic........................      $  (0.24)            $     0.84        $   2.62   $  (0.18)  $(104.00)  $ (24.28)  $(210.66)
                                     ========             ==========        ========   ========   ========   ========   ========
  Diluted......................      $  (0.24)            $     0.44        $   1.27   $  (0.18)  $(104.00)  $ (24.28)  $(210.66)
                                     ========             ==========        ========   ========   ========   ========   ========
Weighted average common shares:
  Basic........................       520,518                520,518         375,773    284,050    284,050    284,050    316,488
                                     ========             ==========        ========   ========   ========   ========   ========
  Diluted......................       520,518              1,006,403         867,339    284,050    284,050    284,050    316,488
                                     ========             ==========        ========   ========   ========   ========   ========
</TABLE>

 

<TABLE>
<CAPTION>
                                                                              AS OF DECEMBER 31,
                                                                   -----------------------------------------       AS OF
                                                        1995         1996       1997       1998       1999     JUNE 30, 2000
                                                     -----------   --------   --------   --------   --------   -------------
                                                     (UNAUDITED)                (IN THOUSANDS)                  (UNAUDITED)
<S>                                                  <C>           <C>        <C>        <C>        <C>        <C>
BALANCE SHEET DATA:
Cash and cash equivalents..........................    $ 1,043      $1,088     $  707     $  957    $ 2,396       $ 2,145
Working capital....................................     (4,910)      1,677      1,698      2,230      3,032         3,813
Total assets.......................................     11,204       6,397      6,161      7,192     20,561        20,634
Long-term obligations, net of current portion......        498       1,112        829        672      5,073         4,532
Preferred stock and common stock warrants..........         --       1,504      1,621      3,000     33,694       101,221
Stockholders' equity (deficit).....................      1,203         516        737        678    (25,676)      (92,738)
</TABLE>

 
                                       18

<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
    YOU SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH OUR
CONSOLIDATED FINANCIAL STATEMENTS, THE RELATED NOTES AND OTHER FINANCIAL
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.
 
OVERVIEW
 
    We are a leading provider of innovative, enabling tools for drug discovery
research at pharmaceutical and biotechnology companies, universities and
government research laboratories. We focus on two critical bottlenecks in the
drug discovery process, proteomics during the target validation stage of the
drug discovery process and ADMET screening during the secondary screening stage
of the drug discovery process. Our proteomics products consist of tools that
allow our customers to purify and analyze proteins contained in a given sample.
Our ADMET screening products are tools that enable our customers to test drug
candidates to determine their absorption, distribution, metabolism, elimination
and toxicology properties prior to conducting costly clinical trials.
 
    In providing tools for drug discovery generally, we have established a
significant base business and have achieved brand recognition through our sale
of precision pumps, ventilators and tissue/organ systems. Since our
reorganization in 1996, we have built upon our base business and brand
recognition by adding new technologies within the areas of proteomics and ADMET
screening. Specifically, we have acquired the following product lines,
businesses and technologies:
 
    - In June 1998, we acquired products for cell injection systems from Medical
      Systems Corporation for $1.0 million in cash,
 
    - In March 1999, we acquired Biochrom, which develops and manufactures
      DNA/RNA/protein calculators, spectrophotometers, amino acid analyzers and
      related consumables in the United Kingdom, from Pharmacia Biotech
      (Biochrom) Ltd for $7.0 million in cash,
 
    - In March 1999, we entered into an exclusive license for the technology
      underlying our ScanTox in vitro toxicology testing product for $25,000 in
      cash and ongoing royalties and licensing fee payments,
 
    - In September 1999, we acquired products for intracellular research from
      Clark Electromedical Instruments for $349,000 in cash,
 
    - In November 1999, we acquired our NaviCyte diffusion chamber systems
      product for drug absorption testing from a subsidiary of Trega Biosciences
      for $390,000 in cash and future royalties,
 
    - In November 1999, we acquired substantially all the assets and certain
      liabilities of Hugo Sachs Elektronik, consisting primarily of products for
      organ testing, for $568,000 in cash,
 
    - In May 2000, we acquired certain assets of Biotronik, consisting primarily
      of products for amino acid analysis, for $493,000 in cash, and
 
    - In July 2000, we acquired substantially all the assets of AmiKa
      Corporation consisting of purification tips, spin columns, a 96 well drug
      binding assay and related technology and intellectual property for
      $3.0 million in cash.
 
    REVENUES.  We generate revenues by selling instruments, devices and
consumables through our catalog, our distributors and our web site. For the six
months ended June 30, 2000, approximately 82% of our revenues were derived from
products we manufacture. The remaining 18% of our revenues were derived from
complementary products we distribute in order to provide researchers with a
single source for all equipment needed to conduct a particular experiment. For
the six months ended June 30, 2000, approximately 71% of our revenues were
derived from sales made by our non-U.S. operations. A
 
                                       19

<PAGE>
majority of our international sales during this period consisted of sales to
Amersham Pharmacia Biotech, the distributor for our spectrophotometers and amino
acid analyzers. Amersham Pharmacia Biotech distributes these products to
customers around the world from its distribution center in Upsalla, Sweden,
including to many customers located in the United States. As a result, we
believe our international sales would have been less as a percentage of our
revenues for the six months ended June 30, 2000 than indicated above if we had
shipped our products directly to their end users.
 
    COST OF GOODS SOLD.  Cost of goods sold includes material, labor and
manufacturing overhead costs, obsolescence charges, packaging costs, warranty
costs, shipping charges and royalties. Our costs of goods sold may vary over
time based on the mix of products sold.
 
    GENERAL AND ADMINISTRATIVE EXPENSE.  General and administrative expense
consists primarily of salaries and other related costs for personnel in
executive, finance, accounting, information technology and human relations
functions. Other costs include facility costs, professional fees for legal and
accounting services, and provision for doubtful accounts.
 
    SALES AND MARKETING EXPENSE.  Sales and marketing expense consists primarily
of salaries and related expenses for personnel in sales, marketing and customer
support functions. We also incur costs for trade shows, demonstration equipment,
public relations and marketing materials, consisting primarily of the printing
and distribution of our 1,000 page catalog and the maintenance of our web site.
We may from time to time in the future expand our marketing efforts by employing
additional technical sales specialists in an effort to increase sales of
selected categories of products in our catalog.
 
    RESEARCH AND DEVELOPMENT EXPENSE.  Research and development expense consists
primarily of salaries and related expenses for personnel and capital resources
used to develop and enhance our products. Other research and development expense
includes fees paid to consultants and outside service providers, and material
costs for prototype and test units. We expense research and development costs as
incurred. We believe that significant investment in product development is a
competitive necessity and plan to continue this investment in order to realize
the potential of our new technologies for proteomics and ADMET.
 
    Since our reorganization in 1996, we have experienced substantial revenue
growth. In the future we intend to introduce new products for proteomics and
ADMET research that support emerging and potentially large markets. In order to
support the anticipated growth of these new products, we may expand our product
development and sales and marketing activities. In the event we pursue
activities which increase our product development and sales and marketing
expenses, operating results will be adversely affected if revenues do not
increase proportionately. If revenues are below expectations, our business,
operating results and financial condition are likely to be materially and
adversely affected. Net income may be disproportionately affected by a reduction
in revenues as a relatively smaller amount of our expenses vary with changes in
our revenues. As a result, we believe that period-to-period comparisons of our
results of operations are not necessarily meaningful and should not be relied
upon as indications of future performance.
 
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
 
    REVENUES.  Revenues increased $2.9 million, or 25%, to $14.5 million in 2000
from $11.5 million in 1999. Excluding the impact of changes in foreign currency
exchange rates, revenues based on 1999 rates would have been approximately
$14.7 million in 2000. Approximately $1.5 million of the $2.9 million increase,
or 52%, was attributable to the full period effect of revenues from the
acquisition of our Biochrom subsidiary in March 1999. The balance of the
increase was attributable to $1.7 million of revenue from product line
acquisitions made in the second half of 1999 partially offset by the cyclical
nature of catalog sales.
 
                                       20

<PAGE>
    COST OF GOODS SOLD.  Cost of goods sold increased $1.8 million, or 32%, to
$7.5 million in 2000 from $5.7 million in 1999. The increase in cost of goods
sold as a percentage of revenues was due to slightly higher cost of goods sold
on acquired product lines and for our Biochrom subsidiary acquired in
March 1999. Our Biochrom subsidiary experiences lower revenues and
correspondingly lower general and administration and sales and marketing
expenses relative to cost of goods sold as a consequence of marketing its
products primarily through a distributor.
 
    GENERAL AND ADMINISTRATIVE EXPENSE.  General and administrative expense
decreased $525,000, or 19%, to $2.2 million in 2000 from $2.7 million in 1999.
The decrease was due primarily to compensation expense on stock options of
$937,000 in 1999. Excluding these charges, general and administrative expenses
increased $448,000 in 2000 compared to 1999 due primarily to the full period
effect of Biochrom as well as increased support for operations.
 
    SALES AND MARKETING EXPENSE.  Sales and marketing expense increased
$251,000, or 20%, to $1.5 million in 2000 from $1.3 million in 1999. The
increase was primarily due to expenses of acquisitions. As a percentage of
revenues, marketing and sales expense was 10% in 2000 and 11% in 1999. This
declining percentage reflects spreading expense over a larger base of revenues.
In the future we may add employees to expand selected categories of our catalog
as well as to expand the capabilities of our web site and integrate it into our
business planning and processes.
 
    RESEARCH AND DEVELOPMENT EXPENSE.  Research and development spending
increased $337,000, or 73%, to $799,000 in 2000 from $461,000 in 1999. The
increase in research and development expense resulted from expenses of
acquisitions, spending on product enhancement and new product development,
primarily on ScanTox in vitro toxicology testing and other core technology. As a
percentage of revenues, research and development expense was 6% in 2000 and 4%
in 1999. This increasing percentage reflects expanded efforts on ADMET testing
products.
 
    AMORTIZATION OF GOODWILL.  Amortization of goodwill was $260,000 in 2000 and
$139,000 in 1999. The increase is the result of amortizing additional goodwill
incurred in connection with our acquisitions in 2000.
 
    OTHER EXPENSE, NET.  Other expense, net, was $68.2 million in 2000 compared
to $7.9 million in 1999. Other expense, net, included a non-cash charge for
common stock warrant interest expense of $67.5 million in 2000 and $7.4 million
in 1999. This amount represents the difference between the fair value of the
warrant for financial reporting purposes and its exercise price. This liability
represents the right of warrant holders to require us to pay cash equal to the
fair market value of the warrants in exchange for the warrants, or any common
stock from the exercise of the warrants, beginning March 15, 2002. Effective
with this offering, the warrants will be exercised for common stock and the
right to be paid cash will terminate. The liability previously recorded will
become part of common stock and additional-paid-in capital, and no additional
liability will be incurred with respect to these warrants. Net interest expense
increased $120,000, or 43%, to $400,000 in 2000 from $279,000 in 1999. The
increase resulted primarily from higher debt balances in 2000, which were
incurred to finance acquisitions.
 
    EFFECTIVE TAX RATES.  Our effective tax rates have been established at 38%
for 2000 and 33% for 1999 excluding the impact for common stock warrant interest
expense, which is not deductible for income tax purposes.
 
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998
 
    REVENUES.  Revenues increased $14.0 million, or 115%, to $26.2 million in
1999 from $12.2 million in 1998. Approximately $12.2 million, or 87%, of the
increase was derived from the March 1999 acquisition of Biochrom. Excluding the
impact of changes in foreign currency exchange rates, revenues
 
                                       21

<PAGE>
based on 1998 rates would have been approximately $26.3 million in 1999.
Revenues from our existing business increased $1.8 million, or 15%, to
$14.0 million in 1999 from $12.2 million in 1998. The increase was attributable
primarily to the full year of revenues from the products acquired from Medical
Systems in June 1998, increased sales resulting from our expanded direct
marketing efforts, and to a lesser extent to revenues from product lines
acquired in the second half of 1999.
 
    COST OF GOODS SOLD.  Cost of goods sold increased $8.2 million, or 153%, to
$13.5 million in 1999 from $5.4 million in 1998. As a percentage of revenues,
cost of goods sold increased to 52% in 1999 from 44% in 1998. The increase in
cost of goods sold in 1999 was primarily the result of the acquisition of
Biochrom. The increase was also the result of Biochrom, which experiences higher
costs of goods sold as a percentage of revenues due to the marketing of its
products primarily through a distributor.
 
    GENERAL AND ADMINISTRATIVE EXPENSE.  General and administration expense
increased $5.1 million, or 221%, to $7.4 million in 1999 from $2.3 million in
1998. Biochrom accounted for $1.1 million, or 22%, of the increase. Also in
1999, $3.3 million was recorded as non-cash compensation expense from options
granted in 1996. Excluding the Biochrom acquisition and the compensation
expense, expenses increased $800,000, or 35%, to $3.1 million in 1999 from
$2.3 million in 1998. The increase was due to the need to support expanding
operations. As a percentage of revenues, general and administration expense
increased to 28% in 1999 from 19% in 1998.
 
    SALES AND MARKETING EXPENSE.  Sales and marketing expense increased
$727,000, or 42%, to $2.4 million in 1999 from $1.7 million in 1998. Biochrom
accounted for $608,000, or 84%, of the increase. Excluding the Biochrom
acquisition, expenses increased $119,000, or 7%, to $1.8 million in 1999 from
$1.7 million in 1998. The increase was due to expanded direct marketing efforts
and the full year effect of support for the products acquired in June 1998. As a
percentage of revenues, sales and marketing expense decreased to 9% in 1999 from
14% in 1998. The decrease in sales and marketing expense as a percentage of
revenues was primarily due to the acquisition of Biochrom, which has lower sales
and marketing expense because those expenses are primarily borne by its
distributor.
 
    RESEARCH AND DEVELOPMENT EXPENSE.  Research and development spending
increased $863,000 in 1999, or 266%, to $1.2 million from $325,000 in 1998. The
acquisition of Biochrom contributed $577,000 to the increase. The balance of the
increase was spending for development of our newly licensed ScanTox technology
and expansion of our core drug screening products. As a percentage of revenues,
research and development expense increased to 5% in 1999 from 3% in 1998. The
increase in research and development expense as a percentage of revenues was
primarily due to Biochrom, our employment of additional engineers and increased
charges for outside services.
 
    AMORTIZATION OF GOODWILL.  Amortization of goodwill was $368,000 in 1999 and
$28,000 in 1998. The increase is the result of amortizing additional goodwill
incurred in connection with our acquisitions in 1999 and the full year effect of
the acquisition of the Medical Systems products in June 1998.
 
    OTHER EXPENSE, NET.  Other expense, net was $30.5 million in 1999 compared
to $1.6 million in 1998. Other expense, net, included a non-cash charge for
common stock warrant interest expense of $29.7 million in 1999 and $1.4 million
in 1998. Net interest expense increased $447,000, or 214%, to $656,000 in 1999
from $209,000 in 1999. The increase resulted primarily from higher debt balances
in 1999, which were incurred to finance acquisitions.
 
    EFFECTIVE TAX RATES.  Our effective tax rates have been established at 33%
for 1999 and 35% for 1998. The decrease in the rate is principally due to lower
foreign jurisdiction statutory income tax rates, specifically the result of the
acquisition of Biochrom.
 
                                       22

<PAGE>
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
 
    REVENUES.  Revenues increased $690,000, or 6%, to $12.2 million in 1998,
from $11.5 million in 1997. The increase was due to the introduction of new
products from the acquisition of Medical Systems in June 1998, which accounted
for $510,000 of the increase, as well as growth in sales of existing products.
 
    COST OF GOODS SOLD.  Cost of goods sold increased approximately $224,000, or
4%, to $5.4 million in 1998 from $5.1 million in 1997. As a percentage of
revenues, cost of goods sold decreased to 44% in 1998 from 45% in 1997. The
decrease was due to spreading manufacturing overhead across increased production
relating to the products acquired with the purchase of Medical Systems.
 
    GENERAL AND ADMINISTRATIVE EXPENSE.  General and administrative expense
remained constant at $2.3 million from 1997 to 1998. As a percentage of
revenues, general and administrative expense decreased to 19% in 1998 from 20%
in 1997. The decrease in general and administrative expense as a percentage of
revenues was primarily due to spreading general and administrative costs over a
greater revenue base.
 
    SALES AND MARKETING EXPENSE.  Sales and marketing expense increased $49,000,
or 3%, to $1.7 million in 1998 from $1.7 million in 1997. As a percentage of
revenues, sales and marketing expense decreased to 14% in 1998 from 15% in 1997.
The decrease in sales and marketing expense as a percentage of revenues was
primarily due to spreading sales and marketing costs over a greater revenue
base.
 
    RESEARCH AND DEVELOPMENT EXPENSE.  Research and development spending
increased $118,000, or 57%, to $325,000 in 1998 from $206,000 in 1997. The
increase in spending represented investments in product development and
enhancement of the existing family of products. As a percentage of revenues,
research and development expense increased to 3% in 1998 from 2% in 1997.
 
    AMORTIZATION OF GOODWILL.  Amortization of goodwill consisted of a charge of
$28,000 in 1998 resulting from the acquisition of Medical Systems. There was no
corresponding charge in 1997.
 
    OTHER EXPENSES, NET.  Other expenses, net were $1.6 million in 1998 compared
to $330,000 in 1997. The increase was due primarily to a charge of $1.4 million
for common stock warrant interest expense.
 
    EFFECTIVE TAX RATES.  Our effective tax rates have been established at 92%
for 1998 and 36% for 1997. Excluding the impact for common stock warrant
interest expense, the effective income tax rate was established at 35% for 1998.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    Historically, we have financed our business through cash provided by
operating activities, the issuance of common and preferred stock, and bank
borrowings. Our liquidity requirements have arisen primarily from net cash used
in investing activities, including funding of acquisitions, payments on
outstanding indebtedness, research and development expenditures, and capital
expenditures. As of June 30, 2000, we had cash of $2.1 million. Since our
reorganization in March 1996, we have raised $11.5 million, consisting of
$2.5 million of preferred and common stock and $9.0 million of debt. As of
June 30, 2000, we had $4.8 million in debt under a bank term loan,
$678,000 million in subordinated debt and $2.5 million outstanding under a
$3.8 million revolving credit facility.
 
    Our operating activities generated cash of $1.2 million in the first six
months of 2000, $2.9 million in 1999, $1.8 million in 1998 and $1.1 million in
1997. For all periods presented, operating cash flows were primarily due to
operating results, including the full-year effect of acquisitions prior to
non-cash charges, partially offset by working capital requirements.
 
                                       23

<PAGE>
    Our investing activities used cash of $1.3 million in the first six months
of 2000, $8.5 million in 1999, $1.4 million in 1998 and $653,000 in 1997. Cash
has been used in the following technology and business acquisitions:
 
    - $493,000 for Biotronik's amino acid analysis systems business in
      May 2000,
 
    - $390,000 for the NaviCyte diffusion chamber systems product line in
      November 1999,
 
    - $568,000 for Hugo Sachs Elektronik in November 1999,
 
    - $349,000 for intracellular research products from Clark Electromedical
      Instruments in September 1999,
 
    - $7.0 million for Biochrom in March 1999, and
 
    - $1.0 million for Medical Systems Corporation's cell injection systems
      business in June 1998.
 
    Our financing activities provided cash of $18,000 for the first six months
of 2000 and $7.3 million in 1999, and used cash of $105,000 in 1998 and $874,000
in 1997. Financing cash flows consisted of borrowings under a revolving credit
facility, long-term debt and the issuance of preferred stock. As of June 30,
2000, we had approximately $1.3 million available under our revolving credit
facility, subject to our ability to maintain compliance with all of the
covenants contained in our revolving credit agreement. We were in compliance
with all covenants as of June 30, 2000.
 
    Prior to 1999, we had historically generated sufficient cash flow from
operations to fund expenditures on capital equipment, debt service, equity
transactions, stock repurchases and preferred dividend payments. In 1999, in
connection with the acquisition of Biochrom, we increased our long-term
indebtedness by approximately $5.5 million and issued approximately
$1.0 million in convertible preferred stock. As a result, the level of debt
service required increased substantially compared to historical levels. Upon
completion of the offering, we intend to use a portion of the proceeds to redeem
our series A redeemable preferred stock in the amount of $1.5 million, and to
repay the bank term loan, the subordinated debt and the revolving credit
facility.
 
    Based on our operating plans, we expect that proceeds from this offering,
available cash, cash generated from operations, and cash available from our
revolving credit facility will be sufficient to finance operations and capital
expenditures for at least two years from the date of this prospectus. However,
we may use a substantial portion of the proceeds from this offering to
accelerate product development, expand our sales and marketing activities or
consummate acquisitions. Therefore, we may need to raise additional capital,
which may be dilutive to existing stockholders. The additional capital may not
be available on acceptable terms or at all. Accordingly, there can be no
assurance that we will be successful in raising additional capital.
 
IMPACT OF FOREIGN CURRENCIES
 
    We sell our products in many countries and a substantial portion of our
sales, costs and expenses are denominated in foreign currencies, especially the
United Kingdom pound sterling and the Euro. In the first half of 2000 and in
1999, the U.S. dollar strengthened against these currencies resulting in reduced
consolidated revenue growth, as expressed in U.S. dollars. In addition, the
currency fluctuations resulted in foreign currency losses of approximately
$48,000 in 1999 and $280,000 in the first six months of 2000.
 
    Historically, our realized foreign exchange gains and losses have not been
material. Accordingly, we have not hedged our foreign currency position.
Currently, we attempt to manage foreign currency risk through the matching of
assets and liabilities. However, as our sales expand internationally, we plan to
evaluate our currency risks and we may enter into foreign exchange contracts
from time to time to mitigate foreign currency exposure.
 
                                       24

<PAGE>
BACKLOG
 
    Our order backlog was approximately $2.3 million as of June 30, 2000 and
$1.9 million as of June 30, 1999. We include in backlog only those orders for
which we have received valid purchase orders. Our backlog as of any particular
date may not be representative of actual sales for any succeeding period. We
expect to ship substantially all of the June 30, 2000 backlog by December 31,
2000.
 
ACCOUNTING PRONOUNCEMENTS
 
    In June 1998, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet as either an asset or liability measured at its fair value.
SFAS 133, as amended by SFAS 137 and SFAS 138, is effective for years beginning
after June 15, 2000. SFAS 133 will be adopted on January 1, 2001. We believe the
adoption of this statement will not have a significant impact on our financial
position, results of operations or cash flows.
 
SUBSEQUENT EVENT
 
    In July 2000, we purchased substantially all the assets of AmiKa
Corporation, a developer of products for proteomics and genomics research. Cash
consideration including transaction expenses was $3.0 million. The acquisition
will be accounted for by the purchase method of accounting.
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
    Interest rate risk and foreign currency rate risk are the primary sources of
market risk to our operations. As of June 30, 2000, we had aggregate variable
rate long-term debt of $4.0 million and revolving credit facility debt of
$2.5 million. A 10% change in interest rates would change the annual interest
expense on our long-term debt by approximately $40,000 and on our revolving
credit facility by $25,000.
 
                                       25

<PAGE>

 
                                   BUSINESS
 
OVERVIEW
 
    We are a leading global provider of innovative, research enabling tools for
drug discovery. We provide a broad array of tools designed to accelerate the
speed and to reduce the cost at which our customers can introduce new drugs.
Since our 1996 reorganization, we have focused on alleviating the protein
purification and ADMET screening bottlenecks in drug discovery.
 
    To address these two critical bottlenecks in protein purification and ADMET
screening, we recently introduced several new proprietary tools. For protein
purification, these tools include specially treated pipette tips, spin columns
and micro-dialyzers. For ADMET screening, these tools include NaviCyte diffusion
chambers for drug absorption testing, 96 well equilibrium dialysis plates for
drug distribution testing and ScanTox in vitro toxicology screening instruments.
 
    We also have an established product base in proteomics, which is the study
of gene function through the analysis of protein interactions. This product base
consists of DNA/RNA/protein calculators, life science spectrophotometers and
amino acid analysis systems, as well as precision infusion pumps, organ testing
systems and cell ventilators used in ADMET screening.
 
OUR HISTORY
 
    Our business began in 1901 and has grown over the intervening years with the
development and evolution of modern drug discovery tools. Our past inventions
include the mechanical syringe pump in the 1950s for drug infusion and the
microprocessor controlled syringe pump in the 1980s.
 
    In March 1996, a group of investors led by our current management team
acquired a majority of the then existing business of our predecessor, Harvard
Apparatus. Following this acquisition, we redirected our strategy to focus on
high growth areas within drug discovery by acquiring innovative technologies
through strategic acquisitions and licensing while continuing to grow our
existing business through internal product development and marketing. We have
completed five business acquisitions, including Biochrom, the licensing of key
new technology for in vitro toxicology assays and drug absorption measurement
chambers, the internal development of new product lines, including new
generation syringe pumps and DNA/RNA/protein calculators and the mailing of
expanded new catalogs.
 
INDUSTRY OVERVIEW
 
    The life sciences research industry is undergoing fundamental change and
growth resulting principally from the explosive growth in gene discovery and the
demand for greater efficiency in the drug discovery process. Industry experts
estimate that in 2000, the life sciences research industry will spend more than
$50 billion on drug discovery research and development. The goal of drug
discovery is to find compounds that will bind specifically to a given target
without significantly affecting any other molecules in the body. Traditionally,
chemists have laboriously synthesized new compounds with potential therapeutic
activity one at a time or painstakingly isolated them from natural resources.
Today, combinatorial chemistry techniques are used to greatly increase the
supply and diversity of such compounds. Libraries of hundreds of thousands, or
even millions, of compounds are now available for testing in biological assays
against targets.
 
    Until recently, life sciences researchers had identified only a few hundred
targets against which to test these compounds. Driven by large-scale DNA
sequencing projects, such as the Human Genome Project, life sciences researchers
expect to identify tens of thousands of new genes as they decipher the genomes
of both humans and disease-causing organisms. When a gene, which is a segment of
DNA, is expressed, a copy of the gene sequence is carried in messenger RNA, or
mRNA, which is used to direct the manufacture of a protein. Although genes, DNA,
mRNA and proteins are all targets for
 
                                       26

<PAGE>
drug discovery, proteins are by far the most common. Proteins are the molecular
machines of the cell that are responsible for performing the majority of
cellular functions. Once proteins are identified and validated as potential
targets, they need to be screened against hundreds of thousands, if not
millions, of compounds in a process known as primary screening.
 
    Drug discovery is a time-consuming and costly process. In the pre-genomics
era, the compound development, primary screening and clinical trials stages were
bottlenecks in this process. The successes of genomics, combinatorial chemistry
and high throughput screening in recent years have alleviated the bottlenecks at
the compound development and primary screening stages. However, these
bottlenecks have been replaced by bottlenecks at the target validation, assay
development and absorption, distribution, metabolism, elimination and
toxicology, or ADMET, testing stages. The revolution in genomics is expected to
increase the number of targets from 500 to 10,000, which will consequently
greatly increase the need for protein purification and analysis. The increase in
the number of compounds in libraries from tens of thousands to millions together
with the increase in the number of targets is greatly increasing the number of
leads requiring ADMET screening.
 
    THE DRUG DISCOVERY PROCESS
 
    The drug discovery process consists of several steps, which are illustrated
below.
 
    The diagram that illustrates the drug discovery process is initially split
into two parallel tracks which merge into a single track as the diagram moves to
the right. The upper track of the diagram is titled "Compound Development" and
includes an arrow titled "Compound Libraries." Below the arrow are the words
"Combinatorial Chemistry." The lower track of the diagram is titled "Target
Discovery" and includes two arrows. The first arrow is titled "Target
Identification." Below this arrow is the word "Genomics." The next arrow to the
right is titled "Target Validation." Below this arrow is the word "Proteomics."
Following the "Compound Libraries" arrow on the upper track and the "Target
Validation" arrow on the lower track, the two tracks of the diagram combine and
include arrows to illustrate the remaining stages and key bottlenecks in the
drug discovery process. The individual arrows from left to right include an
arrow titled "Assay Development" followed by an arrow titled "High Throughput
Screening." These two arrows in the diagram appear under the title "Primary
Screening." To the right of the "High Throughput Screening" arrow is an arrow
titled "Lead Optimization" followed by an arrow titled "ADMET Screening." These
two arrows in the diagram appear under the title "Secondary Screening." To the
right of the "ADMET Screening" arrow is an arrow titled "Clinical Trials," the
final arrow in the process flow diagram.
 
    TARGET IDENTIFICATION involves isolating a particular molecule, typically a
protein, and evaluating the role that it plays in the body to determine whether
it might be a viable target for further investigation. Today, this activity is
most often initiated by genomics studies, including DNA sequencing, RNA analysis
and genetic mapping.
 
    TARGET VALIDATION involves demonstrating that affecting the function of a
particular target has a positive effect on the course of a disease. Target
validation employs a variety of methods including RNA analysis, protein analysis
and cell biology. Target validation is a more time-consuming process than target
identification.
 
    PRIMARY SCREENING involves the large-scale testing of collections of
chemical compounds, known as compound libraries, against validated targets.
These libraries are tested using high throughput assays. The goal is to find
individual compounds that bind to and inhibit or activate a particular target,
commonly referred to as a hit. An assay, in the context of screening compounds
against a new target, refers to a test a researcher must develop for measuring
whether particular compounds in a library interact with the target in a certain
manner. An assay must be developed for each target to be screened. The major
pharmaceutical companies are moving towards screening up to 100 targets annually
with libraries of up to one million compounds each.
 
    SECONDARY SCREENING involves the refinement of hits into leads that can be
used in clinical trials. This step consists of lead optimization and ADMET
testing. Lead optimization involves conducting successive rounds of chemical
alterations and biological tests to find compounds similar to the original
compound identified in primary screening which have improved drug properties
over the initial compound, particularly efficacy. ADMET testing involves the
conducting of various tests on compounds
 
                                       27

<PAGE>
to ensure that they are safe and have good pharmacological properties such as
high adsorption into the blood from the digestive tract and good distribution to
the site of the target molecule in the body. This stage also involves the
testing of compounds to determine therapeutic activity in animal models of
disease and to ensure that the compounds can be manufactured with consistent
quality.
 
    CLINICAL TRIALS involve the testing of pharmaceutical compounds in humans to
demonstrate their safety and efficacy. Because clinical trials are by far the
most expensive part of drug discovery, and undesirable ADMET properties are the
most common reasons for failure, pharmaceutical and biotechnology companies can
achieve substantial cost savings by identifying drug candidates with poor ADMET
properties as early in the drug discovery process as possible. Drugs with
successful clinical trials are almost always commercialized.
 
    PROTEOMICS
 
    Proteomics involves the large-scale purification, identification and
analysis of proteins. Proteins are manufactured in the body's cells according to
the code contained in DNA and are the molecular machines of the cell that are
responsible for performing the majority of cellular functions. Proteins are the
most common targets in the field of drug discovery because proteins tend to be
far more accessible to drugs than either DNA or mRNA which are located in the
nucleus of the cell.
 
    Every protein that is identified as a potential target must be analyzed. The
trend in protein analysis currently is moving towards the use of mass
spectrometry, which is the fastest and most accurate technique for protein
analysis. Because mass spectrometers are highly sensitive, they require the use
of pure samples in order to properly analyze the protein. Thus, protein
purification, the removal of reagents such as salts, detergents and buffers, is
essential to target discovery.
 
    In the last few years the revolution in genomics and the completion of the
Human Genome Project has vastly increased the number of known targets. Before
the Human Genome Project there were only approximately 500 known targets. Some
experts believe that the sequencing of the human genome will ultimately lead to
the identification of 50,000 to 100,000 genes and over 1,000,000 proteins. Many
scientists expect that this will in turn lead to the identification of up to
10,000 targets. Each of these targets, many of which will be proteins, will need
to be purified and analyzed many times prior to becoming a validated target for
primary screening. As a result of the recent and projected increases in the
number of known drug targets, purifying protein samples has been and will
continue to be a significant bottleneck in the drug discovery process.
 
    ADMET SCREENING
 
    The goal of ADMET screening is to identify compounds that have toxic side
effects or undesirable pharmacological properties. These compounds are then
either eliminated or further chemically modified and re-screened. While ADMET
screening is traditionally conducted late in the drug discovery process, early
application of ADMET screening can be highly beneficial. This is because more
than half of the 90% of lead compounds which fail in the costly clinical trial
stage of drug discovery fail due to poor pharmacological properties. These
important pharmacological properties consist of absorption, distribution,
metabolism and elimination which, together with toxicology, are described below:
 
    ABSORPTION.  Absorption describes the ability of a drug to pass through the
wall of the digestive tract and enter the blood stream. Absorption is an
important property of an effective drug because adequate absorption allows a
drug to be administered orally rather than by direct injection into the blood.
If a lead candidate cannot be absorbed easily from the digestive tract into the
blood, its commercial viability will be adversely impacted even if it
effectively acts against the target.
 
                                       28

<PAGE>
    DISTRIBUTION.  Distribution describes the amount of a drug that different
tissues in the body take in from the blood. Distribution of the drug to the
tissue containing the target molecule is necessary for the drug to have the
desired effect. Moreover, undesirable side effects may occur if the drug is
distributed to tissues other than the one containing the target molecule.
Effective distribution requires the drug to be transported around the body and
released into the tissue containing the target molecule at an appropriate rate.
The flow of blood alone is often an effective distribution method. However,
while the binding of a drug to blood proteins can increase the proper
distribution of a drug, it can cause toxic problems if the bond formed is too
strong.
 
    METABOLISM.  Metabolism describes the chemical changes that the body makes
to a drug. This is an important property of an effective drug for three reasons.
First, some drugs must be metabolized in order to become effective. Second, some
drugs may have no toxic side effects, but the byproducts of their metabolism,
known as metabolites, may be toxic. Third, metabolism usually makes drugs more
soluble in water, which in turn makes it easier for the body to eliminate them
in the urine.
 
    ELIMINATION.  Elimination describes the process by which the body expels a
drug. If the blood absorbs a drug, it will be primarily eliminated in the urine
either in its native or metabolized forms. Elimination is important because
toxicity is primarily a matter of concentration--even common compounds such as
aspirin and caffeine are toxic at high enough concentrations. If the body does
not eliminate a drug, the drug's concentration will build up with every dose
taken, eventually reaching toxic levels.
 
    TOXICOLOGY.  Toxicology describes the adverse effects a drug has on the
body. These range from nausea to death. All drugs must be shown to be safe to
the satisfaction of regulatory authorities prior to commercialization.
Toxicology consists of tests designed to determine the likelihood that a drug
will cause death or the growth of tumors, disrupt normal reproductive function
or the immune system or mutate DNA.
 
    For every 1,000 hits identified through primary screening, only about ten
survive secondary screening and make it into clinical trials, the final stage of
drug discovery. Of those ten, only one, on average, survive the regulatory
process to be commercialized as a new drug.
 
    CURRENT TECHNOLOGIES FOR PROTEIN PURIFICATION AND ADMET SCREENING
 
    PROTEIN PURIFICATION.  Protein purification is an essential step in
proteomics. Researchers must remove any salts, buffers, detergents and cellular
debris prior to analyzing a protein sample. Current technologies for protein
purification include packed bed columns and dialysis. In order to isolate a
specific protein, two-dimensional gel electrophoresis, or 2DGE, is typically
used in advance of running a sample through a packed bed column or dialysis.
Two-dimensional gel electrophoresis isolates different types of proteins in a
two-stage process using electric currents passed through gels. Each protein
migrates to a specific location in the gel. The protein can then be separated
from the gel residue using packed bed columns or dialysis.
 
        PACKED BED COLUMNS are small disposable plastic tubes containing
    chromatography media. A protein sample is typically pipetted into the top of
    the column, which is then placed in a centrifuge or vacuum manifold to draw
    the sample through the media. These columns will remove salts, detergents,
    buffers and 2DGE gel residue, but may retain some of the protein in the
    media.
 
        DIALYSIS involves the use of a porous membrane which allows small
    molecules such as salts, detergents, buffers and 2DGE gel residue to pass
    through but blocks larger molecules such as proteins from passing through.
    Dialysis involves pipetting the protein sample into a device which consists
    of a chamber with the porous membrane covering one otherwise open end. The
    chamber
 
                                       29

<PAGE>
    is then placed in a large volume of pure water and stirred for a period of
    time, which may be minutes or hours.
 
    ADMET SCREENING.  ADMET testing at the secondary screening stage has
traditionally relied almost exclusively on live animal testing instead of tools.
The most common animals used in drug discovery studies are laboratory rats and
mice. As a drug compound moves closer to human clinical trials, the United
States Food and Drug Administration requires that studies be performed using
larger animals, such as rabbits and dogs.
 
    LIMITATIONS OF CURRENT TECHNOLOGIES
 
    PROTEIN PURIFICATION.  Current technologies for protein purification in
proteomics have the following limitations:
 
    - LOW PRODUCTIVITY.  Neither packed bed columns nor dialyzers are easily
      capable of automated sample handling. Using packed bed columns, either
      alone or in connection with two-dimensional gel electrophoresis, requires
      centrifugation or the use of a vacuum to move the sample through the
      purification media. This means the sample must be physically moved to the
      centrifuge or vacuum pump, left to run--typically for several
      minutes--then removed, washed and the protein eluted.
 
    - LOSS OF PROTEIN SAMPLE.  Packed bed columns consume a portion of the
      sample leading to sample loss. The amount of sample lost in the
      purification process may only be microliters. This is not a significant
      problem if several milliliters of sample are available, as is common in
      DNA purification. However, if only a few microliters of sample are
      available, as is common in protein purification, the loss of even one
      microliter may be a large percentage of the total. In addition, protein
      samples are typically expensive and thus sample loss must be minimized.
 
    ADMET SCREENING.  Current technologies for ADMET screening have the
following limitations:
 
    - HIGH COST.  Animal assays are costly because all animals have to be housed
      and cared for under strict government regulations often in clean room
      environments and with a significant staff to care for the animals. A
      standard 14-day range finding study performed using laboratory rats costs
      approximately $75,000, and a two-year carcinogenicity study carried out
      with laboratory rats costs approximately $1 million. A later stage 90-day
      study carried out using dogs typically costs almost twice as much as the
      same test performed using laboratory rats.
 
    - LABOR INTENSITY.  By their nature, animal assays cannot be automated and
      thus require the time of highly skilled research scientists, such as
      surgeons and pathologists.
 
    - ETHICAL CONSIDERATIONS.  Even though researchers must use the lowest
      number of the least sentient animals to achieve the scientifically needed
      information, avoid pain and consider alternatives to the use of live
      animals, the large number of animals used still creates ethical
      considerations.
 
OUR SOLUTIONS
 
    We overcome the limitations of current technologies by providing innovative,
enabling tools for protein purification and ADMET screening.
 
    PROTEIN PURIFICATION
 
    Our protein purification technologies are designed to be quick to use and to
reduce sample loss.
 
    - HIGHER PRODUCTIVITY.  Our purification pipette tips are quicker to use
      than packed bed columns because a centrifugation or vacuuming step is not
      necessary. This avoids both the moving of the
 
                                       30

<PAGE>
      sample to and from the centrifuge or vacuum pump and the run time in the
      centrifuge or vacuum pump. We believe our protein purification pipette
      tips are the only pipette tips capable of being fitted to standard
      pipetting workstations and thus being used for automated protein
      purification. This automation increases our customers' productivity. In
      addition, our 96 well plate versions of dialyzers and spin columns can be
      used directly in automated equipment, again increasing our customers'
      productivity.
 
    - REDUCED SAMPLE LOSS.  Our miniaturization of dialyzers and spin columns
      reduces sample loss in the membrane or column material. Our purification
      pipette tips contain smaller volumes of material than packed bed columns
      and thus less sample is retained in the material.
 
    ADMET SCREENING
 
    Our ADMET screening technologies employ novel approaches to obtaining ADMET
data while reducing the use of large numbers of live animals.
 
    - LOWER COST.  Most of our ADMET screening products use organs, tissue or
      blood proteins rather than live animals. In particular, our in vitro
      toxicology assay uses the lenses of cows' eyes obtained as a by-product of
      the beef industry, and our 96 well plate for serum protein binding uses
      blood proteins in vitro rather than in the bloodstream of live laboratory
      animals.
 
    - IMPROVED AUTOMATION.  Our in vitro toxicology assay can be run in a few
      minutes of instrument time and a few hours of elapsed time. By contrast,
      basic toxicology tests in animals typically take days of elapsed time and
      more advanced tests take weeks or months. Our 96 well plate for serum
      protein binding can be run on automated liquid handling equipment.
 
    - REDUCED ANIMAL USAGE.  Our in vitro toxicology assay uses cow eye lenses
      instead of live animals to detect toxic effects of compounds. Our drug
      absorption chamber uses cultured human colon cells instead of animal
      intestinal tissue to simulate the absorption of a drug into the blood from
      the digestive tract. Our 96 well plate for serum protein binding tests the
      binding ability of compounds on extracted blood proteins instead of
      infusing the compounds into the bloodstreams of live test animals.
 
OUR STRATEGY
 
    Our goal is to become the leading provider of innovative, enabling
technologies and products for proteomics and ADMET research in the drug
discovery process. Key elements of our strategy are to:
 
    ESTABLISH OUR PROTEOMICS AND ADMET SCREENING PRODUCTS AS INDUSTRY STANDARDS
 
    In order to establish our products as industry standards, we intend to
provide a broad selection of products focused on the target validation and ADMET
screening stages of the drug discovery process. We have recently introduced
several new innovative products designed to reduce the cost and time associated
with protein purification and ADMET screening in drug discovery. We have already
begun to realize revenue from the sales of our products, including purification
pipette tips, spin columns, dialyzers, in vitro toxicology assays and
equilibrium dialysis plates. We intend to rapidly increase the market acceptance
of these products through the development of new uses for these products,
focused, direct marketing campaigns to our extensive customer base and
promotions at scientific exhibitions.
 
    LAUNCH A BROAD RANGE OF INNOVATIVE NEW TOOLS FOR DRUG DISCOVERY
 
    Since our reorganization in 1996, we have focused on becoming a leading
provider of tools for proteomics and ADMET screening. We believe that our
customers are eager to acquire new and innovative tools that reduce drug
discovery time and expense. Since 1996, we have introduced several new tools for
proteomics and ADMET screening such as our protein and DNA purification pipette
 
                                       31

<PAGE>
tips, protein purification dialyzers, ScanTox in vitro toxicology assay and
NaviCyte diffusion chambers. We intend to continue to identify, develop and
introduce new tools to alleviate bottlenecks in all stages of the drug discovery
process.
 
    LEVERAGE OUR EXISTING DISTRIBUTION AND MARKETING CHANNELS
 
    We intend to leverage the strength of our existing distribution channels to
launch new products. Our 1,000 page catalog is currently distributed worldwide
to approximately 100,000 researchers engaged in drug discovery and is also
accessible on our website. Our customer list consists primarily of research
personnel, who are the end-users of our products and largely responsible for
initiating the purchase of our products. We also have wholly-owned subsidiaries
in the United Kingdom, Germany, France and Canada providing us with an
international market presence. In addition, some of our products are sold
through a distribution arrangement with Amersham Pharmacia Biotech, or APB,
providing us with access to APB's extensive customer base, reputation and
support infrastructure. We believe that our extensive existing distribution
channels, when combined with our strong reputation for high quality, reliable
and durable tools, provides us with a competitive advantage in bringing new
products to market quickly and cost effectively.
 
    PROVIDE A SINGLE SOURCE OF TOOLS FOR OUR CUSTOMERS' RESEARCH NEEDS IN
     PROTEOMICS AND ADMET SCREENING
 
    We seek to provide our customers with all of the tools necessary to conduct
a wide variety of proteomic and ADMET experiments that are crucial to the drug
discovery process. We believe that being a single source sets us apart from our
competitors by increasing the likelihood that our customers will turn to our
catalog or website first when looking for help with a particular experiment.
Currently, our catalog and website include approximately 10,000 products. In
addition, our extensive product selection allows us to leverage the sales of our
proprietary products through the simultaneous sale of complementary products.
 
    ACQUIRE COMPLEMENTARY TECHNOLOGIES
 
    We intend to selectively acquire companies and technologies which we believe
will strengthen our portfolio of tools for drug discovery, particularly in the
areas of proteomics and ADMET screening. Since 1996, we have completed the
acquisition of Biochrom, four other acquisitions involving the integration of
acquired products and technology into our existing manufacturing base and
distribution channel, and three technology acquisition or licensing
transactions. In the future, we may pursue acquisitions of new products and
technologies through business acquisitions, partnerships or licensing
arrangements.
 
                                       32

<PAGE>
OUR PRODUCTS
 
    Our broad array of products includes the following:
 

<TABLE>
<CAPTION>
                                                                            NUMBER OF   YEAR OF INTRODUCTION FOR
PRODUCT CATEGORY                PRODUCT                 DESCRIPTION         PRODUCTS        PRODUCT CATEGORY
----------------        ------------------------  ------------------------  ---------   -------------------------
<S>                     <C>                       <C>                       <C>         <C>
PROTEOMICS
Protein Purification    Purification Pipette      Disposable pipette tips      50             1999 (coated)
                        Tips                      - coated with                           Est. Q4 2000 (loaded)
                                                  purification media
                                                  - loaded with
                                                  purification media
                        -----------------------------------------------------------------------------------------
                        Macro Spin Columns        Disposable tubes             20                 1998
                                                  containing purification
                                                  media
                        -----------------------------------------------------------------------------------------
                        Ultra Micro Spin Columns  Disposable tubes             20                 1998
                                                  containing purification
                                                  media
                        -----------------------------------------------------------------------------------------
                        Dialyzers                 Membrane capped chambers     45            1996 and prior
                                                  - reusable
                                                  - disposable
                                                  - 96 well
                        -----------------------------------------------------------------------------------------
                        Equilibrium Dialyzers     Membrane separating two       9               1996-1999
                                                  chambers
                                                  - disposable
                                                  - 96 well
-----------------------------------------------------------------------------------------------------------------
Protein Analysis        Molecular Biology         Range of                      6            1970s (initial)
                        Spectrophotometers        spectrophotometers                          2000 (latest)
                        -----------------------------------------------------------------------------------------
                        DNA/RNA/Protein           Spectrophotometers with       2            1993 (initial)
                        Calculators               application software                        2000 (latest)
                        -----------------------------------------------------------------------------------------
                        96 Well Plate Readers     Range of automated            3       Est. Q4 2000 (absorbance)
                                                  readers                               Est. 2001 (luminescence)
                                                  - absorbance                          Est. 2001 (fluorescence)
                                                  - luminescence
                                                  - fluorescence
                        -----------------------------------------------------------------------------------------
                        Amino Acid Analysis       Ninhydrin-based amino         2            1970s (initial)
                        Systems                   acid detection systems                      2000 (latest)
                        -----------------------------------------------------------------------------------------
 
ADMET SCREENING
Absorption              NaviCyte Diffusion        Simulated digestive           6                 1995
                        Chambers                  tract/ blood stream
                                                  interfaces
-----------------------------------------------------------------------------------------------------------------
Distribution            Equilibrium Dialysis      Membrane separating two       9               1996-1999
                        Plate                     chambers
-----------------------------------------------------------------------------------------------------------------
Metabolism/             Organ Testing Systems     Chambers with                 8              1970s-1999
Elimination                                       stimulators, perfusion
                                                  and recording devices
-----------------------------------------------------------------------------------------------------------------
Toxicology              ScanTox Assay             In vitro toxicology           1                 2000
                                                  assay
                        -----------------------------------------------------------------------------------------
                        Precision Infusion Pumps  Microprocessor               80           1952 (mechanical)
                                                  controlled syringe pumps                1986 (microprocessor)
                                                                                              1998 (latest)
-----------------------------------------------------------------------------------------------------------------
</TABLE>

 
    PROTEOMICS PRODUCTS--PROTEIN PURIFICATION
 
    PREPTIP PROTEIN PURIFICATION PIPETTE TIPS
 
    Our proprietary PrepTip pipette tips consist of a standard disposable
pipette tip coated on the inside with the same chromatography media used in
packed bed columns. This coating selectively binds proteins, but not the salts,
detergents, electrophoresis gels, buffers and cellular debris that are often
mixed in with the proteins. Our PrepTip pipette tip enables rapid protein
purification because it avoids the step of using a centrifuge or vacuum
manifold. In addition, it is easy to use because the protein solution is handled
entirely within the pipette tip and does not have to be moved through a separate
 
                                       33

<PAGE>
device like a packed bed column or dialyzer. Because our PrepTip pipette tips
use the same chromatography media as packed bed columns, they can take advantage
of the wide range of existing purification protocols using these media.
 
    PURETIP DNA PURIFICATION PIPETTE TIPS
 
    PureTip pipette tip uses a pipette tip that is similar to the PrepTip
pipette tip, but is loaded with a gel rather than coated. This is well suited
for performing DNA purification. PureTip pipette tips are more adaptable to
automation than spin columns because they fit onto automated pipetting
workstations. We expect to launch the PureTip pipette tip later this year.
 
    SPIN COLUMNS
 
    Spin columns are short plastic tubes that contain purification media. Once a
sample is placed in the tube, it is typically spun in a centrifuge to move the
sample through the media and separate the proteins from the other cellular
debris. Our Ultra Micro spin columns, which we provide in both single and 96
well plate versions, contain chromatography media for use in purifying sample
volumes as small as five microliters. This is significantly smaller than the
sample volume required by columns produced by our largest competitors.
 
    PROTEIN PURIFICATION DIALYZERS
 
    Dialyzers are small chambers with an open end covered with a membrane. The
membrane allows small molecules to pass through but not large molecules. Because
proteins are large molecules and most contaminants are small molecules, this is
an effective way to purify proteins. We make single- and double-sided reusable
and disposable dialyzers.
 
    DISPOSABLE EQUILIBRIUM DIALYZERS
 
    Our proprietary disposable equilibrium dialyzers are effective
cost-efficient products for protein binding studies and can handle sample sizes
as small as 75 microliters. These disposable products are particularly useful
for binding studies involving radioactively labeled compounds because the
dialyzer does not require cleaning after use.
 
    PROTEOMICS PRODUCTS--PROTEIN ANALYSIS
 
    MOLECULAR BIOLOGY SPECTROPHOTOMETERS
 
    A spectrophotometer is an instrument widely used in molecular biology and
cell biology to quantify the amount of a compound in a sample by shining a beam
of white light through a prism or grating to divide it into component
wavelengths. Each wavelength in turn is shone through a liquid sample and the
spectrophotometer measures the amount of light absorbed at each wavelength. This
enables the quantification of the amount of a compound in a sample. We sell a
wide range of spectrophotometers under the names UltroSpec and NovaSpec. These
products are manufactured by our Biochrom subsidiary and sold primarily through
our distribution arrangement with Amersham Pharmacia Biotech.
 
    DNA/RNA/PROTEIN CALCULATORS
 
    A DNA/RNA/protein calculator is a bench top instrument dedicated to
quantifying the amount of DNA, RNA or protein in a sample. It uses a process
similar to that of a molecular biology spectrophotometer. These are sold under
the names GeneQuant and GeneQuantPro. Launched in 1993, we believe that we were
the first company to sell such an instrument and that we are a leader in this
product line. These products are manufactured by our Biochrom subsidiary and
sold primarily through Amersham Pharmacia Biotech.
 
    96 WELL PLATE READERS
 
    96 well plate readers are widely used for high throughput screening assays
in the drug discovery process. They use light to detect chemical interactions.
We plan to introduce a range of these products
 
                                       34

<PAGE>
beginning with absorbance readers in the fourth quarter of 2000 and luminescence
and fluorescence readers in 2001 primarily for distribution through Amersham
Pharmacia Biotech.
 
    AMINO ACID ANALYSIS SYSTEMS
 
    An amino acid analysis system uses chromatography to separate the amino
acids in a sample and then uses a chemical reaction to detect each one in turn
as they flow out of the chromatography column. Amino acids are the building
blocks of proteins. In June 2000, we acquired substantially all of the amino
acid analysis systems business of the Biotronik subsidiary of
Eppendorf--Netheler--Hinz GmbH and integrated it with the existing amino acid
analysis systems business in our Biochrom subsidiary.
 
    ADMET SCREENING PRODUCTS
 
    We have traditionally sold products for ADMET testing that are based upon
animal models. However, as a result of a series of acquisitions and licensing
transactions, we have begun to develop and manufacture organ testing systems,
tissue testing systems and serum protein binding assays for early toxicology
testing.
 
    NAVICYTE DIFFUSION CHAMBERS
 
    A diffusion chamber is a small plastic chamber with a membrane separating
the two halves of the chamber used to measure the absorption of a drug into the
bloodstream. The membrane can either be tissue such as intestinal tissue or a
cultured layer of cells such as human colon cells. This creates a miniaturized
model of intestinal absorption. We entered this market with our 1999 acquisition
of the assets of NaviCyte Inc. a wholly owned subsidiary of Trega Biosciences.
 
    96 WELL EQUILIBRIUM DIALYSIS PLATE FOR SERUM PROTEIN BINDING ASSAYS
 
    Our 96 well equilibrium dialysis plate operates in a similar way to the
equilibrium dialyzers for target validation described above. The difference is
that both chambers on either side of the membrane are capped. The protein target
is placed on one side of the membrane and the drug on the other. The small
molecule drug diffuses through the membrane. If it binds to the target, it
cannot diffuse back again. If it does not bind, it will diffuse back and forth
until an equilibrium is established. Thus, measuring the drug concentration
determines the strength of binding. This product is principally used for ADMET
screening to determine if a drug binds to blood proteins. A certain level of
reversible binding is advantageous in order to promote good distribution of a
drug through the human body. However, if the binding is too strong, it may
impair normal protein function and cause toxic effects.
 
    ORGAN TESTING SYSTEMS
 
    Organ testing systems use glass or plastic chambers together with
stimulators and recording electrodes to study organ function. Organ testing
systems enable either whole organs or strips of tissue from organs such as
hearts, livers and lungs to be kept functioning outside the body while
researchers perform experiments with them. They are typically used in place of
live animals. We have sold basic versions of these systems for many years, but
have significantly expanded our product offerings through our November 1999
acquisition of Hugo Sachs Elektronik. Studies on isolated livers are useful in
determining metabolism and studies on kidneys are useful in determining
elimination.
 
    SCANTOX IN VITRO TOXICOLOGY SCREENING
 
    Our proprietary ScanTox in vitro toxicology screening system uses a living
organ system, a bovine eye lens, to detect the toxic effect of compounds by
measuring the refraction of laser light passing through the eye lens. Its
advantages include:
 
    - higher relevance to whole body toxicology than a cell-based assay, without
      the complicated support and measurement apparatus needed for other organs
      such as hearts or lungs,
 
                                       35

<PAGE>
    - higher sensitivity and reproducibility than live animal assays,
 
    - higher sensitivity than other tissue assays, and
 
    - easier operation than other animal or tissue assays because the data is
      collected and analyzed automatically.
 
    PRECISION INFUSION PUMPS
 
    Infusion pumps, typically syringe pumps, are used to accurately infuse very
small quantities of liquid, commonly drugs. Infusion pumps are typically used
for long-term toxicology testing of drugs by infusion into animals, typically
laboratory rats. We sell 80 types of syringe pumps.
 
    OTHER PRODUCTS
 
    CELL INJECTION SYSTEMS
 
    Cell injection systems use extremely fine bore glass capillaries to
penetrate and inject drugs into or around individual cells. Cell injection
systems are used to study the effects of drugs on single cells. Injection is
accomplished either with air pressure or, if the drug molecule is electrically
charged, by applying an electric current. We entered this market with our 1998
acquisition of the research products of Medical Systems Corporation.
 
    VENTILATORS
 
    Ventilators use a piston driven air pump to inflate the lungs of an
anesthestised animal. Ventilators are typically used in surgical procedures
common in drug discovery. Our advanced Inspira ventilators have significant
safety and ease of use features, such as default safety settings, not found on
other ventilators.
 
    CPK ATOMIC MODELS
 
    CPK atomic models use colored plastic parts to accurately model molecular
structures, such as DNA. We offer a wide range of components and assembled
models.
 
    STRONGHOLD LABORATORY CLAMPS
 
    Stronghold laboratory clamps are made from glass reinforced nylon. Our
clamps resist rusting which is a common problem with steel clamps. We provide a
wide variety of clamps, stands and lattices.
 
    OEM PRODUCTS
 
    Our reputation for quality, durability and reliability has led to the
formation of a number of original equipment manufacturer, or OEM, relationships
with major life science instrument companies. A good example of these
relationships is with respect to our syringe pumps. Our syringe pumps are
capable of delivering flow rates as low as 0.001 microliters per hour while
maintaining high accuracy. We have adapted, in conjunction with our OEMs, the
core technology embodied in our syringe pumps to make specialized sample
injectors for many of the major mass spectrometry manufacturers.
 
                                       36

<PAGE>
    DISTRIBUTED PRODUCTS
 
    In addition to the manufactured products described above, we buy and resell
through our catalog products made by other manufacturers. These distributed
products accounted for approximately 18% of our revenues for the six months
ended June 30, 2000. These distributed products enable us to provide our
customers with a single source for their experimental needs. Our manufactured
products are often leaders in their fields, but researchers often need
complementary products in order to conduct their particular experiments. Most of
these complementary products come from small companies without our extensive
distribution and marketing channel.
 
OUR CUSTOMERS
 
    Our customers are primarily end user research scientists at pharmaceutical
and biotechnology companies, universities and government laboratories, such as
the U.S. National Institutes of Health, or NIH. Our largest customers in the
United States include Baylor College of Medicine, Bristol-Myers Squibb Company,
Eli Lilly and Company, Johns Hopkins University, Merck & Co., Inc., NIH, Parke-
Davis, Pfizer Inc., Schering-Plough Corporation, SmithKline Beecham plc and the
University of California.
 
    We conduct direct sales in the United States, the United Kingdom, Germany,
France and Canada. We also maintain distributors in other countries. Aggregate
sales to our largest customer, Amersham Pharmacia Biotech, as a distributor with
end users similar to ours, accounted for approximately 40% of our revenue for
the six months ended June 30, 2000, and 44% of our revenue for the fiscal year
ended December 31, 1999. We have several thousand customers worldwide and no
other customer accounted for more than five percent of our revenue for such
periods.
 
SALES AND MARKETING
 
    DIRECT SALES
 
    We periodically produce and mail approximately 100,000 copies of our
1,000-page catalog, which contains approximately 10,000 items. We distribute the
majority of our products through our worldwide subsidiaries. Our manufactured
products accounted for approximately 82% of our revenues for the six months
ended June 30, 2000. The complete catalog is also available as a CD-ROM and can
be accessed on our website, www.harvardbioscience.com. Our leading positions in
many of our manufactured products create traffic to the catalog and web site
which enables cross-selling and facilitates the introduction of new products. In
addition to the comprehensive catalog, we create and mail abridged catalogs
which focus on specific product areas along with direct mailers which introduce
or promote new products.
 
    AMERSHAM PHARMACIA BIOTECH DISTRIBUTOR
 
    Since the 1970s, our Biochrom subsidiary has used Amersham Pharmacia Biotech
and its predecessors as its primary marketing and distribution channel. When we
acquired Biochrom from Pharmacia and Upjohn in 1999, we signed a distribution,
marketing and new product development agreement with Amersham Pharmacia Biotech.
After the initial three-year term which expires in February 2002, this agreement
is subject to annual renewal.
 
RESEARCH AND DEVELOPMENT
 
    Our principal research and development mission is to develop a broad
portfolio of technologies, products and core competencies in drug discovery
tools, particularly for application in the areas of proteomics and ADMET.
 
                                       37

<PAGE>
    Our development expenditures were $206,000 in 1997, $325,000 in 1998 and
$1.2 million in 1999. We anticipate that we will continue to make significant
development expenditures. We plan to continue to pursue a balanced development
portfolio strategy of originating new products from internal research and
development programs and business and technology acquisitions.
 
    We maintain development staff in each of our manufacturing facilities to
design and develop new products. In-house development is focused on our current
technologies. For new technologies, our strategy has been to license or acquire
proven technology from universities and biotechnology companies and then develop
the technology into commercially viable products.
 
MANUFACTURING
 
    We manufacture and test the majority of our products in our four principal
manufacturing facilities located in the United States, the United Kingdom and
Germany. We have considerable manufacturing flexibility at our various
facilities, and each facility can manufacture multiple products at the same
time. We maintain in-house key manufacturing know-how, technologies and
resources. We seek to maintain multiple suppliers for key components that are
not manufactured in-house.
 
    Our manufacturing operations are essentially to assemble and test. Our
manufacturing of syringe pumps, ventilators, cell injectors and protein
purification products takes place in Holliston, Massachusetts. Our manufacturing
of spectrophotometers and amino acid analysis systems takes place in Cambridge,
England. Our manufacturing of surgery-related products and teaching products
takes place in Edenbridge, England. Our manufacturing of complete organ testing
systems takes place in March-Hugstetten, Germany. Our Cambridge, England
facility is certified to ISO 9001.
 
COMPETITION
 
    The markets into which we sell our products are highly competitive, and we
expect the intensity of competition to increase. We compete with many companies
engaged in developing and selling tools for drug discovery. Many of our
competitors have greater financial, operational, sales and marketing resources,
and more experience in research and development and commercialization than we
have. Moreover, competitors may have greater name recognition than we do, and
many offer discounts as a competitive tactic. These competitors and other
companies may have developed or could in the future develop new technologies
that compete with our products or which could render our products obsolete. We
cannot assure you that we will be able to make the enhancements to our
technologies necessary to compete successfully with newly emerging technologies.
 
    We believe that we offer one of the broadest selections of protein
purification and ADMET technologies to companies engaged in drug discovery. We
are not aware of any competitor which offers a product line of comparable
breadth within the protein purification and ADMET product markets. We have
numerous competitors on a product line basis. We believe that we compete
favorably with our competitors on the basis of product performance, including
quality, reliability and speed, technical support, price and delivery time. We
compete with several companies that provide instruments for proteomics and ADMET
screening. In the DNA/RNA/protein calculator area, we compete with PerkinElmer
Instruments, Inc. and Bio-Rad Laboratories, Inc. In the molecular biology
spectrophotometer area, we compete with Beckman Coulter, Inc. and PerkinElmer
Instruments, Inc. In the protein sample preparation area, we compete with
Millipore Corporation, Pierce Chemical Company and Spectrum Medical. In the
ADMET screening area, we compete with KD Scientific, Razel Scientific
Instruments, Inc., Experimetria Ltd., Kent Scientific Corporation, Warner
Instruments, General Valve Company, Eppendorf-Netheler-Hinz GmbH, Ugo Basile and
Becton, Dickinson and Company. In the area of OEM products, we face competition
primarily from the in-house engineering teams of our OEM customers.
 
                                       38

<PAGE>
INTELLECTUAL PROPERTY
 
    To establish and protect our proprietary technologies and products, we rely
on a combination of patent, copyright, trademark and trade-secret laws, as well
as confidentiality provisions in our contracts. Most of our new technology is
covered by patents or patent applications. Most of our base business is
protected by trade names and trade secrets only.
 
    We have implemented a patent strategy designed to provide us with freedom to
operate and facilitate commercialization of our current and future products. We
currently own ten issued U.S. patents and have four pending applications. In
addition, we hold exclusive licenses for the technologies used in our ScanTox in
vitro toxicology products, our NaviCyte drug absorption products and our PureTip
pipette tip products.
 
    Generally, U.S. patents have a term of 17 years from the date of issue for
patents issued from applications filed with the U.S. Patent Office prior to
June 8, 1995, and 20 years from the application filing date or earlier claimed
priority date in the case of patents issued from applications filed on or after
June 8, 1995. Our issued US patents will expire between 2011 and 2018. Our
success depends to a significant degree upon our ability to develop proprietary
products and technologies. We intend to continue to file patent applications as
we develop new products and technologies.
 
    Patents provide some degree of protection for our intellectual property.
However, the assertion of patent protection involves complex legal and factual
determinations and is therefore uncertain. The scope of any of our issued
patents may not be sufficiently broad to offer meaningful protection. In
addition, our issued patents or patents licensed to us may be successfully
challenged, invalidated, circumvented or unenforceable so that our patent rights
would not create an effective competitive barrier. Moreover, the laws of some
foreign countries may not protect our proprietary rights to the same extent as
do the laws of the United States. In addition, the laws governing patentability
and the scope of patent coverage continue to evolve, particularly in areas of
interest to us. As a result, there can be no assurance that patents will issue
from any of our patent applications or from applications licensed to us. In view
of these factors, our intellectual property positions bear some degree of
uncertainty.
 
    We also rely in part on trade-secret protection of our intellectual
property. We attempt to protect our trade secrets by entering into
confidentiality agreements with third parties, employees and consultants. Our
employees and consultants also sign agreements requiring that they assign to us
their interests in patents and copyrights arising from their work for us. Many
of our U.S. employees have signed agreements not to compete unfairly with us
during their employment and after termination of their employment, through the
misuse of confidential information, soliciting employees, soliciting customers
and the like. However, it is possible that these agreements may be breached or
invalidated and if so, there may not be an adequate corrective remedy available.
Despite the measures we have taken to protect our intellectual property, we
cannot assure you that third parties will not independently discover or invent
competing technologies, or reverse engineer our trade secrets or other
technologies. Therefore, the measures we are taking to protect our proprietary
rights may not be adequate.
 
    We do not believe that our products infringe on the intellectual property
rights of any third party. We cannot assure you, however, that third parties
will not claim such infringement by us or our licensors with respect to current
or future products. We expect that product developers in our market will
increasingly be subject to such claims as the number of products and competitors
in our market segment grows and the product functionality in different market
segments overlaps. In addition, patents on production and business methods are
becoming more common and we expect that more patents will issue in our technical
field. Any such claims, with or without merit, could be time-consuming, result
in costly litigation and diversion of management's attention and resources,
cause product shipment delays or require us to enter into royalty or licensing
agreements. Moreover, such royalty or licensing
 
                                       39

<PAGE>
agreements, if required, may not be on terms acceptable to us, or at all, which
could seriously harm our business or financial condition.
 
GOVERNMENT REGULATION
 
    We are not subject to direct governmental regulation other than the laws and
regulations generally applicable to businesses in the domestic and foreign
jurisdictions in which we operate. In particular, we are not subject to
regulatory approval by the United States Food and Drug Administration as none of
our products are sold for use in diagnostic procedures or on human clinical
patients. In addition, we believe we are in compliance with all relevant
environmental laws.
 
EMPLOYEES
 
    As of September 15, 2000, we had 122 full-time employees and 5 part-time
employees, 35 of whom resided in the United States, 73 of whom resided in the
United Kingdom, 12 of whom resided in Germany, 3 of whom resided in France and 4
of whom resided in Canada. None of our employees is subject to any collective
bargaining agreement. We believe that our relationship with our employees is
good.
 
FACILITIES
 
    Our four principal facilities incorporate manufacturing, development, sales
and marketing and administration functions. Our facilities consist of:
 
    - a leased 20,000 square foot facility in Holliston, Massachusetts, which is
      our corporate headquarters,
 
    - a leased 28,000 square foot facility in Cambridge, England,
 
    - an owned 15,500 square foot facility in Edenbridge, England, and
 
    - a leased 9,000 square foot facility in March-Hugstetten, Germany.
 
    We lease additional facilities for sales and administrative support in Les
Ulix, Paris France and Montreal, Quebec Canada.
 
LEGAL PROCEEDINGS
 
    From time to time, we may be involved in various claims and legal
proceedings arising in the ordinary course of business. We are not currently a
party to any claims or proceedings which, we believe, if decided adversely to
us, would either individually or in the aggregate have a material adverse effect
on our business, financial condition or results of operations.
 
                                       40

<PAGE>

                                   MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
 
    The following table shows information about our executive officers and
directors as of September 15, 2000.
 

<TABLE>
<CAPTION>
NAME                                                AGE                         POSITION
----                                              --------   ----------------------------------------------
<S>                                               <C>        <C>
Chane Graziano..................................     61      Chief Executive Officer and Director
 
David Green.....................................     36      President and Director
 
James Warren....................................     55      Chief Financial Officer
 
Mark Norige.....................................     46      Chief Operating Officer
 
John House......................................     55      Managing Director, Biochrom Ltd
 
Susan Luscinski.................................     44      Vice President of Finance and Administration
 
Christopher W. Dick.............................     46      Director
 
Richard C. Klaffky, Jr..........................     53      Director
</TABLE>

 
Messrs. Dick and Klaffky are the members of our compensation committee.
 
Mr. Klaffky is the sole member of our audit committee. Two additional
independent directors will be added to the audit committee in connection with
this offering.
 
    CHANE GRAZIANO has served as our Chief Executive Officer and as a member of
our board of directors since March 1996. Prior to joining Harvard Bioscience,
Mr. Graziano served as the President of Analytical Technology Inc., an
analytical electrochemistry instruments company, from 1993 to 1996 and as the
President and Chief Executive Officer of its predecessor, Analytical
Technology Inc.--Orion, an electrochemistry instruments and laboratory products
company, from 1990 until 1993. Mr. Graziano served as the President of Waters
Corporation, an analytical instrument manufacturer, from 1985 until 1989.
Mr. Graziano has over 36 years experience in the laboratory products and
analytical instruments industry.
 
    DAVID GREEN has served as our President and as a member of our board of
directors since March 1996. Prior to joining Harvard Bioscience, Mr. Green was a
strategy consultant with Monitor Company, a strategy consulting company, in
Cambridge, Massachusetts and Johannesburg, South Africa from June 1991 until
September 1995 and a brand manager for household products with Unilever PLC, a
packaged consumer goods company, in London from September 1985 to
February 1989. Mr. Green graduated from Oxford University with a B.A. Honors
degree in physics and holds a M.B.A. degree with distinction from Harvard
Business School.
 
    JAMES WARREN has served as our Chief Financial Officer since July 2000.
Prior to joining Harvard Bioscience, Mr. Warren served as the Chief Financial
Officer of Aquila Biopharmaceuticals, Inc., a life sciences company, from
January 1998 until July 2000 and as the Corporate Controller of Genzyme
Corporation, a biotechnology company, from 1991 until January 1998. Mr. Warren
holds a M.B.A. degree from Boston University.
 
    MARK NORIGE has served as our Chief Operating Officer since January 2000 and
in various other positions with us since September 1996. Prior to joining
Harvard Bioscience, Mr. Norige served as a Business Unit Manager at
QuadTech, Inc., an impedance measuring instrument manufacturer, from May 1995
until September 1996. Mr. Norige worked at Waters Corporation from 1977 until
May 1995.
 
    JOHN HOUSE has served as Managing Director of our Biochrom Ltd subsidiary
since July 2000. Prior to joining Biochrom, Mr. House was retired from January
1995 until July 2000 and engaged during that period primarily in charitable
activities. Mr. House served in various positions with, and most recently
 
                                       41

<PAGE>
as a Managing Director of, Unicam Ltd., a manufacturer of gas chromatographs,
from 1987 until January 1995.
 
    SUSAN LUSCINKSI has served as our Vice President of Finance and
Administration since May 1999. Ms. Luscinski served as our Corporate Controller
from May 1988 until May 1999 and has served in various other positions at our
company and its predecessor since January 1985.
 
    CHRISTOPHER W. DICK has served as a director of Harvard Bioscience since
March 1996. Mr. Dick has served as Managing Director of Ascent Venture
Management, Inc., a private equity firm, since March 1999. Mr. Dick has served
as a Managing Member or General Partner of Ascent Venture Partners, L.P. fund
and Ascent Venture Partners II, L.P. fund since 1999. Prior to joining Ascent
Venture Management, Inc., Mr. Dick served as General Partner of Pioneer Capital
Corporation, a private equity management firm, from 1991 until March 1999.
Mr. Dick is a graduate of Cornell University and holds a M.B.A. degree from
Babson College.
 
    RICHARD C. KLAFFKY, JR. has served as a director of Harvard Bioscience since
March 1996. Since 1987, Mr. Klaffky has served as President of FINEC Corp., the
corporate general partner of two private equity partnerships, First New England
Capital L.P. and First New England Capital 2 L.P., based in Hartford,
Connecticut. Mr. Klaffky also serves as a director of Centrum Industries, a
manufacturing company in the metal forming, material handling and motor
production industries. Mr. Klaffky is a graduate of Brown University and holds a
M.B.A. degree from Columbia University.
 
BOARD COMPOSITION
 
    Following the closing of this offering, our board of directors will be
divided into three classes, each of whose members will serve for a staggered
three-year term. Our board of directors will consist of two Class I directors,
whose term of office will continue until the 2001 annual meeting of
stockholders, two Class II directors, whose term of office will continue until
the 2002 annual meeting of stockholders, and two Class III directors, whose term
of office will continue until the 2003 annual meeting of stockholders. At each
annual meeting of stockholders, a class of directors will be elected for a
three-year term to succeed the directors of the same class whose terms are then
expiring.
 
BOARD COMMITTEES
 
    Effective upon the closing of this offering, our board of directors will
reconstitute the audit committee and compensation committee.
 
    AUDIT COMMITTEE.  The members of the audit committee will be responsible for
recommending to the board of directors the engagement of our outside auditors
and reviewing our accounting controls and the results and scope of audits and
other services provided by our auditors. Within 90 days following the completion
of this offering, the audit committee will consist of three directors. Such
individuals have not been selected as of the date of this prospectus. All of the
members of the audit committee will be independent directors unless the board of
directors determines that exceptional and limited circumstances exist which
warrant the inclusion of one non-independent director on the audit committee and
that the inclusion of one non-independent director is in the best interests of
us and our stockholders.
 
    COMPENSATION COMMITTEE.  The members of the compensation committee, a
majority of whom will be independent directors, will be responsible for
approving or recommending to the board of directors the amount and type of
consideration to be paid to senior management, administering our stock option
plans and establishing and reviewing general policies relating to compensation
and benefits of employees.
 
                                       42

<PAGE>
DIRECTOR COMPENSATION
 
    We reimburse our non-employee directors for their expenses incurred in
connection with attending board and committee meetings but do not provide cash
compensation for their services as board or committee members. Directors are
eligible to participate in our 2000 Stock Option and Incentive Plan. Each of our
non-employee directors will receive a one-time option grant of 10,000 shares
vesting annually over four years upon joining the board and an annual option
grant of 2,500 shares vesting annually over four years on the date of each
annual meeting of stockholders following the closing of this offering.
 

EXECUTIVE COMPENSATION
 
    The following table sets forth the total compensation paid or accrued in the
fiscal year ended December 31, 1999 to our Chief Executive Officer and the three
other executive officers whose aggregate compensation exceeded $100,000.
 
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                         LONG-TERM
                                                 ANNUAL COMPENSATION   COMPENSATION
                                                 -------------------   -------------
                                                                          NUMBER
                                                                       OF SECURITIES
                                                                        UNDERLYING         ALL
                                                                          OPTIONS         OTHER
NAME AND POSITION                                 SALARY     BONUS        GRANTED      COMPENSATION
-----------------                                --------   --------   -------------   ------------
<S>                                              <C>        <C>        <C>             <C>
Chane Graziano ................................  $219,000   $232,000      23,250          $19,592(1)
  Chief Executive Officer
 
David Green ...................................   175,000    186,000      23,250           15,507(2)
  President
 
Mark A. Norige ................................   108,000     35,000          --            5,447(3)
  Chief Operating Officer
 
Susan M. Luscinski ............................    95,000     47,500          --            4,832(3)
  Vice President of Finance and Administration
</TABLE>

 
------------------------------
(1) Includes $7,357 in automobile lease payments and $7,520 in contributions by
    us to Mr. Graziano's 401(k) account.
 
(2) Includes $7,687 in automobile lease payments and $7,165 in contributions by
    us to Mr. Green's 401(k) account.
 
(3) Represents contributions by us to the executive officers' 401(k) accounts.
 
OPTION GRANTS IN LAST FISCAL YEAR AND OPTION VALUES AT FISCAL YEAR END
 
    The following table provides information regarding stock options granted to
the named executive officers during the fiscal year ended December 31, 1999.
 
                       OPTION GRANTS IN FISCAL YEAR 1999
 

<TABLE>
<CAPTION>
                                                                                                 POTENTIAL REALIZABLE
                                                     INDIVIDUAL GRANTS                             VALUE AT ASSUMED
                             -----------------------------------------------------------------      ANNUAL RATE OF
                                        NUMBER OF    PERCENT OF TOTAL                                 STOCK PRICE
                                        SECURITIES       OPTIONS                                     APPRECIATION
                                        UNDERLYING      GRANTED TO      EXERCISE                  FOR OPTION TERM(3)
                             DATE OF     OPTIONS       EMPLOYEES IN       PRICE     EXPIRATION   ---------------------
NAME                          GRANT     GRANTED(1)    FISCAL YEAR(2)    PER SHARE      DATE         5%          10%
----                         --------   ----------   ----------------   ---------   ----------   ---------   ---------
<S>                          <C>        <C>          <C>                <C>         <C>          <C>         <C>
Chane Graziano.............  3/2/1999     23,250            50%         $20.6186     3/2/2009    $301,481    $764,012
 
David Green................  3/2/1999     23,250            50%          20.6186     3/2/2009     301,481     764,012
</TABLE>

 
--------------------------
(1) The options vest upon the sale of all or substantially all of our assets or
    capital stock for a price per share of common stock of at least $41.23, or
    an initial public offering of our common stock for a price per share of at
    least $41.23 and gross proceeds to us of at least $15.0 million.
 
                                       43

<PAGE>
(2) Based on an aggregate of 46,500 options granted in fiscal 1999.
 
(3) The amounts shown as potential realizable value illustrate what might be
    realized upon exercise immediately prior to expiration of the option term
    using the 5% and 10% appreciation rates compounded annually as established
    in regulations of the Securities and Exchange Commission.
 
    The following table sets forth the potential realizable value of the options
    granted to the listed executive officers using our assumed initial public
    offering price of $      per share:
 

<TABLE>
<CAPTION>
                                                                              POTENTIAL REALIZABLE
                                                                                VALUE AT ASSUMED
                                                                                 ANNUAL RATES OF
                                                                                   STOCK PRICE
                                                               NUMBER OF          APPRECIATION
                                                              SECURITIES         FOR OPTION TERM
                                                              UNDERLYING      ---------------------
                                                            OPTIONS GRANTED      5%          10%
                                                            ---------------   ---------   ---------
<S>                                                         <C>               <C>         <C>
Chane Graziano............................................      23,250
 
David Green...............................................      23,250
</TABLE>

 
    The potential realizable value is not intended to predict future
    appreciation of the price of our common stock. The values shown do not
    consider non-transferability, vesting or termination of the options upon
    termination of the employee's employment relationship with us.
 
FISCAL YEAR-END OPTION VALUES
 
    The following table sets forth information concerning the number and value
of unexercised options to purchase common stock held as of December 31, 1999 by
the executive officers listed in the Summary Compensation Table. There was no
public trading market for our common stock as of December 31, 1999. Accordingly,
the values of the unexercised in-the-money options have been calculated on the
basis of the estimated fair value of our common stock at December 31, 1999 of
$72.25, less the applicable exercise price multiplied by the number of shares
which may be acquired on exercise. None of the executive officers listed in the
Summary Compensation Table exercised any stock options in fiscal 1999.
 
           AGGREGATE OPTION AMOUNTS AND FISCAL YEAR-END OPTION VALUES
 

<TABLE>
<CAPTION>
                                                   NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                  UNDERLYING UNEXERCISED         IN-THE-MONEY OPTIONS
                                                OPTIONS AT FISCAL YEAR-END        AT FISCAL YEAR-END
                                                ---------------------------   ---------------------------
NAME                                            EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                                            -----------   -------------   -----------   -------------
<S>                                             <C>           <C>             <C>           <C>
Chane Graziano................................     39,767         28,931      $2,872,746     $1,610,825
 
David Green...................................     39,767         28,931       2,872,746      1,610,825
 
Mark A. Norige................................      2,840          2,841         204,366        204,438
 
Susan M. Luscinski............................      4,260          1,421         307,742        102,653
</TABLE>

 
BENEFIT PLANS
 
    2000 STOCK OPTION AND INCENTIVE PLAN.  Our board of directors will adopt the
2000 Stock Option and Incentive Plan, subject to stockholder approval. The 2000
Stock Option and Incentive Plan will be submitted to our stockholders for
approval in October 2000. The 2000 Stock Option and Incentive Plan allows for
the issuance of up to 50,000 shares of common stock plus an additional amount
equal to     % of any net increase in the total number of shares of common stock
outstanding after this offering. Our compensation committee will administer the
2000 Stock Option and Incentive Plan.
 
    Under the 2000 Stock Option and Incentive Plan, our compensation committee
may:
 
    - grant incentive stock options,
 
                                       44

<PAGE>
    - grant non-qualified stock options,
 
    - grant stock appreciation rights,
 
    - issue or sell common stock with vesting or other restrictions, or without
      restrictions,
 
    - grant rights to receive common stock in the future with or without
      vesting,
 
    - grant common stock upon the attainment of specified performance goals, and
 
    - grant dividend rights in respect of common stock.
 
    These grants and issuances may be made to our officers, employees,
directors, consultants, advisors and other key persons.
 
    Our compensation committee has the right, in its discretion, to select the
individuals eligible to receive awards, determine the terms and conditions of
the awards granted, accelerate the vesting schedule of any award and generally
administer and interpret the plan.
 
    The exercise price of options granted under the 2000 Stock Option and
Incentive Plan is determined by our compensation committee. Under present law,
incentive stock options and options intended to qualify as performance-based
compensation under Section 162(m) of the Internal Revenue Code of 1986 may not
be granted at an exercise price less than the fair market value of the common
stock on the date of grant, or less than 110% of the fair market value in the
case of incentive stock options granted to optionees holding more than 10% of
the voting power.
 
    Non-qualified stock options may be granted at prices which are less than the
fair market value of the underlying shares on the date granted. Options are
typically subject to vesting schedules, terminate 10 years from the date of
grant and may be exercised for specified periods after the termination of the
optionee's employment or other service relationship with us. Upon the exercise
of options, the option exercise price must be paid in full either in cash or by
certified or bank check or other instrument acceptable to the committee or, in
the sole discretion of the committee, by delivery of shares of common stock that
have been owned by the optionee free of restrictions for at least six months.
 
    The 2000 Stock Option and Incentive Plan and all awards issued under the
plan will terminate upon a merger, reorganization or consolidation, the sale of
all or substantially all of our assets or all of our outstanding capital stock
or a liquidation or other similar transaction, unless Harvard Bioscience and the
other parties to such transactions have agreed otherwise. All participants under
the 2000 Stock Option and Incentive Plan will be permitted to exercise for a
period of 30 days before any such termination all awards held by them which are
then exercisable or will become exercisable upon the closing of the transaction.
 
    EMPLOYEE STOCK PURCHASE PLAN.  The Employee Stock Purchase Plan will be
adopted by our board of directors in October 2000 subject to stockholder
approval. The Employee Stock Purchase Plan will be submitted to stockholders in
October 2000. Up to 25,000 shares of our common stock may be issued under the
Employee Stock Purchase Plan. The Employee Stock Purchase Plan is administered
by our compensation committee.
 
    The first offering under the Employee Stock Purchase Plan will commence on
January 1, 2001 and end on June 30, 2001. Subsequent offerings will commence on
each January 1 and July 1 thereafter and will have a duration of six months.
Generally, all employees who are customarily employed for more than 20 hours per
week as of the first day of the applicable offering period are eligible to
participate in the Employee Stock Purchase Plan. Any employee who owns or is
deemed to own shares of stock representing in excess of 5% of the combined
voting power of all classes of our stock may not participate in the Employee
Stock Purchase Plan.
 
                                       45

<PAGE>
    During each offering, an employee may purchase shares under the Employee
Stock Purchase Plan by authorizing payroll deductions of up to 10% of his cash
compensation during the offering period. The maximum number of shares which may
be purchased by any participating employee during any offering period is limited
to 1,000 shares (as adjusted by the compensation committee from time to time).
Unless the employee has previously withdrawn from the offering, his accumulated
payroll deductions will be used to purchase shares of our common stock on the
last business day of the period at a price equal to 85% of the fair market value
of our common stock on the first or last day of the offering period, whichever
is lower. Under applicable tax rules, an employee may purchase no more than
$25,000 worth of our common stock in any calendar year under the Employee Stock
Purchase Plan. We have not issued any shares to date under the Employee Stock
Purchase Plan.
 
    1996 STOCK OPTION AND GRANT PLAN.  Our 1996 Stock Option and Grant Plan was
initially approved by our board of directors and was approved by our
stockholders in March 1996. Our 1996 Stock Option and Grant Plan provides for
the issuance of 206,620 shares of our common stock. As of September 15, 2000,
options to purchase 150,831 shares of our common stock were outstanding under
our 1996 Stock Option and Grant Plan. Options granted under our 1996 Stock
Option and Grant Plan generally vest over four years and terminate on the tenth
anniversary of the date of grant. We will not make any additional grants under
our 1996 Stock Option and Grant Plan after the completion of this offering.
 
EMPLOYMENT ARRANGEMENTS
 
    We anticipate entering into employment agreements with each of Messrs.
Graziano, Green and Warren. Each proposed agreement is for a period of two
years, other than Mr. Warren's agreement which is for one year. Each agreement
automatically extends for one additional year on the anniversary date unless
either party has given notice that it does not wish to extend the agreement.
Each agreement provides for the payment of base salary and incentive
compensation and for the provision of certain fringe benefits to the Executive.
The agreements require our executive officers to refrain from competing with us
and from soliciting our employees for a period of 12 months following
termination for any reason. Each agreement also provides for certain payments
and benefits for an executive officer should his or her employment with us be
terminated because of death or disability, by the executive for good reason or
by us without cause, as further defined in the agreements. In general, in the
case of a termination by the executive officer for good reason, or by us without
cause, the executive officer will receive up to two years' salary and bonus in
the cases of Messrs. Graziano and Green and one year's salary and bonus in the
case of Mr. Warren, an extension of benefits for one year and an acceleration of
vesting for stock options and restricted stock which otherwise would vest during
the next twelve months. Upon a change of control, as defined in the agreements,
the executive officer is eligible for payment of up to three years' salary and
bonus in the cases of Messrs. Graziano and Green and one-and-a-half year's
salary and bonus in the case of Mr. Warren, an extension of benefits for one
year and an acceleration of vesting for all outstanding stock options and
restricted stock.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
    Messrs. Dick and Klaffky are the members of our compensation committee.
Neither Mr. Dick nor Mr. Klaffky is an executive officer of our company or has
received any compensation from us within the last three years other than in his
capacity as a director.
 
                                       46

<PAGE>
                  RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 
STOCK REDEMPTIONS AND LOAN REPAYMENTS WITH STOCKHOLDERS
 
    In March 1996, in connection with the acquisition of our business by a group
led by our current management team, we issued redeemable preferred stock for an
aggregate purchase price of $1.5 million and subordinated debentures with an
aggregate principal amount of $1.0 million to our investors. The redeemable
preferred stock pays cumulative dividends at the rate of $0.26 per share
quarterly in arrears and the subordinated debentures bear interest at an annual
rate of 13% payable quarterly in arrears. The terms of the redeemable preferred
stock and the subordinated debentures require us to redeem or repay these
instruments upon the completion of this offering. A portion of the proceeds of
this offering will be used to retire the redeemable preferred stock and the
subordinated debentures. The redemption of the preferred stock and the
retirement of the subordinated debentures will result in payments of
approximately $167,000 to Chane Graziano, our Chief Executive Officer and a
member of our board of directors, $500,000 to Ascent Venture Partners, L.P.,
$1.0 million to Ascent Venture Partners II, L.P. and $500,000 to First New
England Capital, L.P. Christopher W. Dick, a member of our board of directors,
is a Managing Director of Ascent Venture Management, Inc., the general partner
of Ascent Venture Partners, L.P., and Ascent Management SBIC Corp., the general
partner of Ascent Venture Partners II, L.P., and Richard C. Klaffky, Jr., a
member of our board of directors, is the President of FINEC Corp., the general
partner of First New England Capital, L.P.
 
TRANSACTIONS WITH AN AFFILIATE OF AN EXECUTIVE OFFICER
 
    In March 1996, we acquired our business from a company now known as Harvard
Clinical Technology Inc. Following this acquisition, we entered into several
transition-related transactions with Harvard Clinical. In 1997, we sold Harvard
Clinical several items of furniture, fixtures, appliances and equipment, leased
Harvard Clinical office space, provided transition support services and assumed
Harvard Clinical's obligations to pay specified professional fees in exchange
for 77,584 shares of our common stock held by a principal stockholder of Harvard
Clinical at an agreed upon value of $2.19 per share. The assets purchased by
Harvard Clinical had an aggregate purchase price of $122,000, which reflected
their estimated fair market value as determined by Mr. Graziano, our Chief
Executive Officer. We originally purchased these assets as part of the
March 1996 acquisition of our business. Diane Green, who is an officer, director
and stockholder of Harvard Clinical, is the spouse of David Green, our President
and a member of our board of directors.
 
                                       47

<PAGE>
                       PRINCIPAL AND SELLING STOCKHOLDERS
 
    The following table sets forth information regarding the beneficial
ownership of Harvard Bioscience common stock as of September 15, 2000 and on an
as adjusted basis to reflect the sale of the common stock offered hereby by:
 
    - all persons known by us to own beneficially 5% or more of the common
      stock,
 
    - each of our directors,
 
    - the executive officers listed in the summary compensation table,
 
    - the stockholder selling shares in this offering, and
 
    - all of our directors and executive officers as a group.
 
    The number of shares beneficially owned by each stockholder is determined
under rules issued by the Securities and Exchange Commission and includes voting
or investment power with respect to securities. Under these rules, beneficial
ownership includes any shares as to which the individual or entity has sole or
shared voting power or investment power and includes any shares as to which the
individual or entity has the right to acquire beneficial ownership within
60 days after September 15, 2000 through the exercise of any warrant, stock
option or other right. The inclusion in this prospectus of such shares, however,
does not constitute an admission that the named stockholder is a direct or
indirect beneficial owner of such shares. Unless otherwise indicated, the
address of all listed stockholders is c/o Harvard Bioscience, Inc., 84 October
Hill Road, Holliston, MA 01746-1371.
 

<TABLE>
<CAPTION>
                                                       BENEFICIAL OWNERSHIP               BENEFICIAL OWNERSHIP
                                                       PRIOR TO OFFERING(1)                AFTER OFFERING(1)
                                                       --------------------   SHARES TO   --------------------
NAME OF BENEFICIAL OWNER                                SHARES     PERCENT     BE SOLD     SHARES     PERCENT
------------------------                               ---------   --------   ---------   ---------   --------
<S>                                                    <C>         <C>        <C>         <C>         <C>
Christopher W. Dick(2) ..............................   328,008     40.0%          --      328,008
  255 State Street
  Boston, MA 02109
 
Chane Graziano(3) ...................................   243,935     28.2%          --      243,935
 
Ascent Venture Partners II, L.P.(4) .................   199,272     24.3%          --      199,272
  255 State Street
  Boston, MA 02109
 
David Green(5) ......................................   162,223     18.7%       3,000      159,223
 
Ascent Venture Partners, L.P.(6) ....................   128,736     15.7%          --      128,736
  255 State Street
  Boston, MA 02109
 
First New England Capital, L.P.(7) ..................    99,636     12.2%          --       99,636
  100 Pearl Street
  Hartford, CT 06103
 
Richard C. Klaffky(8) ...............................    99,636     12.2%          --       99,636
  100 Pearl Street
  Hartford, CT 06103
 
NEGF, II, L.P.(9) ...................................    48,500      5.9%          --       48,500
  One Boston Place
  Suite 2100
  Boston, MA 02108
 
Susan M. Luscinski ..................................     5,681         *          --        5,681
 
Mark A. Norige ......................................     4,260         *          --        4,260
 
All executive officers and directors, as a group
  (6 persons)(10) ...................................   843,743     92.6%          --      840,743
</TABLE>

 
--------------------------
 
  *  Represents less than 1% of the outstanding shares of common stock.
 
                                       48

<PAGE>
 (1) All percentages assume the underwriters do not elect to exercise the
     over-allotment option to purchase an additional       shares of common
     stock. The number of shares of common stock set forth herein includes
     shares to be issued upon completion of this offering pursuant to the
     conversion of all outstanding shares of our series B convertible preferred
     stock into shares of common stock and the exercise of all outstanding
     warrants to purchase shares of our common stock.
 
 (2) Consists solely of the shares described in notes (4) and (6) below, of
     which Mr. Dick may be considered the beneficial owner. Mr. Dick disclaims
     beneficial ownership of such shares, except to the extent of his pecuniary
     interest therein.
 
 (3) Includes 45,974 shares subject to options exercisable within 60 days of
     September 15, 2000 and 65,500 shares held by two trusts for the benefit of
     Mr. Graziano's children, of which Mr. Graziano is a trustee.
 
 (4) Ascent Management SBIC Corp. is the general partner of Ascent Venture
     Management II, L.P., which is the general partner of Ascent Venture
     Partners II, L.P., which exercises sole voting and investment power with
     respect to all of the shares held of record by Ascent Venture Partners II,
     L.P. Mr. Dick, a member of our board of directors, is the Managing Director
     of Ascent Management SBIC Corp. Mr. Dick disclaims any beneficial ownership
     of the shares held by Ascent Venture Partners II, L.P., except to the
     extent of his pecuniary interest therein.
 
 (5) Includes 45,974 shares subject to options exercisable within 60 days of
     September 15, 2000.
 
 (6) Ascent Venture Management, Inc. is the general partner of Ascent Venture
     Partners, L.P., which exercises sole voting and investment power with
     respect to all of the shares held of record by Ascent Venture Partners,
     L.P. Mr. Dick, a member of our board of directors, is the Managing Director
     of Ascent Venture Management, Inc. Mr. Dick disclaims any beneficial
     ownership of the shares held by Ascent Venture Partners, L.P., except to
     the extent of his pecuniary interest therein.
 
 (7) FINEC Corp. is the general partner of First New England Capital, L.P.,
     which exercises sole voting and investment power with respect to all of the
     shares held of record by First New England Capital, L.P. Mr. Klaffky, a
     member of our board of directors, is the President of FINEC Corp.
     Mr. Klaffky disclaims any beneficial ownership of the shares held by First
     New England Capital, L.P., except to the extent of his pecuniary interest
     therein.
 
 (8) Consists solely of the shares described in note (7) above, of which
     Mr. Klaffky may be considered the beneficial owner. Mr. Klaffky disclaims
     beneficial ownership of such shares, except to the extent of his pecuniary
     interest therein.
 
 (9) NEGF Ventures, Inc. is the general partner of New England Partners, II,
     L.P., which is the general partner of NEGF II, L.P. NEGF Ventures, Inc.
     exercises sole voting and investment power with respect to all of the
     shares held of record by NEGF II, L.P.
 
 (10) Includes 91,948 shares subject to options exercisable within 60 days of
      September 15, 2000.
 
                                       49

<PAGE>

                          DESCRIPTION OF CAPITAL STOCK
 
    Following this offering, our authorized capital stock will consist of
80,000,000 shares of common stock and 5,000,000 shares of undesignated preferred
stock, issuable in one or more series designated by our board of directors. No
other class of capital stock will be authorized. The following information
relates only to our certificate of incorporation and by-laws, as they will exist
after this offering.
 
COMMON STOCK
 
    VOTING RIGHTS.  The holders of our common stock have one vote per share.
Holders of our common stock are not entitled to vote cumulatively for the
election of directors. Generally, all matters to be voted on by stockholders
must be approved by a majority, or, in the case of election of directors, by a
plurality, of the votes cast at a meeting at which a quorum is present, voting
together as a single class, subject to any voting rights granted to holders of
any then outstanding preferred stock.
 
    DIVIDENDS.  Holders of common stock will share ratably in any dividends
declared by our board of directors, subject to the preferential rights of any
preferred stock then outstanding. Dividends consisting of shares of common stock
may be paid to holders of shares of common stock.
 
    OTHER RIGHTS.  Upon our liquidation, dissolution or winding up, all holders
of common stock are entitled to share ratably in any assets available for
distribution to holders of shares of common stock. No shares of common stock are
subject to redemption or have preemptive rights to purchase additional shares of
common stock.
 
PREFERRED STOCK
 
    Our certificate of incorporation provides that 5,000,000 shares of preferred
stock may be issued from time to time in one or more series. Our board of
directors is authorized to fix the voting rights, if any, designations, powers,
preferences, qualifications, limitations and restrictions thereof, applicable to
the shares of each series. Our board of directors may, without stockholder
approval, issue preferred stock with voting and other rights that could
adversely affect the voting power and other rights of the holders of the common
stock and could have anti-takeover effects, including preferred stock or rights
to acquire preferred stock in connection with implementing a shareholder rights
plan. We have no present plans to issue any shares of preferred stock. The
ability of our board of directors to issue preferred stock without stockholder
approval could have the effect of delaying, deferring or preventing a change of
control with respect to our company or the removal of existing management.
 
WARRANTS
 
    As of September 15, 2000, we had outstanding warrants to purchase 431,756
shares of common stock at an exercise price of $0.01 per share. The warrants
will expire on March 15, 2003. These warrants will be exercised in connection
with this offering.
 
REGISTRATION RIGHTS
 
    The holders of 280,998 shares of our common stock, 120,560 shares of our
common stock issuable upon the exercise of outstanding stock options, 48,500
shares of our common stock issuable upon conversion of our series B convertible
preferred stock and 431,756 shares of our common stock issuable upon the
exercise of warrants are entitled to rights with respect to registration of
these shares under the Securities Act of 1933. These rights are provided under
the terms of a securityholders agreement between us and certain of the holders
of registrable securities. Under these registration rights, holders of
registrable securities holding 30% or more of the then outstanding registrable
securities held by all holders of registrable securities may require on two
occasions that we register their shares for public resale. In addition, certain
holders of registrable securities may require that we register their shares for
 
                                       50

<PAGE>
public resale on Form S-3 or similar short-form registration, if we are eligible
to use Form S-3 or similar short form registration, and the value of the
securities to be registered is at least $2,000,000. If we elect to register any
of our shares of common stock for any public offering, the holders of
registrable securities are entitled to include shares of common stock in the
registration. However, we may reduce the number of shares proposed to be
registered in view of market conditions. We will pay all expenses in connection
with any registration, other than underwriting discounts and commissions.
 
INDEMNIFICATION MATTERS
 
    Prior to the offering, we will have entered into indemnification agreements
with each of our directors. The form of indemnification agreement provides that
we will indemnify our directors for expenses incurred because of their status as
a director to the fullest extent permitted by Delaware law, our certificate of
incorporation and our by-laws.
 
    Our certificate of incorporation contains a provision permitted by Delaware
law that generally eliminates the personal liability of directors for monetary
damages for breaches of their fiduciary duty, including breaches involving
negligence or gross negligence in business combinations, unless the director has
breached his or her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of law, paid a dividend or
approved a stock repurchase in violation of the Delaware General Corporation Law
or obtained in improper personal benefit. This provision does not alter a
director's liability under the federal securities laws and does not affect the
availability of equitable remedies, such as an injunction or rescission, for
breach of fiduciary duty. Our by-laws provide that directors and officers shall
be, and in the discretion of our board of directors, non-officer employees may
be, indemnified by us to the fullest extent authorized by Delaware law, as it
now exists or may in the future be amended, against all expenses and liabilities
reasonably incurred in connection with service for or on behalf of us. Our
by-laws also provide for the advancement of expenses to directors and, in the
discretion of our board of directors, to officers and non-officer employees. In
addition, our by-laws provide that the right of directors and officers to
indemnification shall be a contract right and shall not be exclusive of any
other right now possessed or hereafter acquired under any by-law, agreement,
vote of stockholders or otherwise. We also have directors' and officers'
insurance against certain liabilities. We believe that the indemnification
agreements, together with the limitation of liability and indemnification
provisions of our certificate of incorporation and by-laws and directors' and
officers' insurance will assist us in attracting and retaining qualified
individuals to serve as our directors and officers.
 
    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be provided to directors, officers or persons controlling us as
described above, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable. At present, there is no
pending material litigation or proceeding involving any of our directors,
officers, employees or agents in which indemnification will be required or
permitted.
 
PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BY-LAWS THAT MAY HAVE
  ANTI-TAKEOVER EFFECTS
 
    Certain provisions of our certificate of incorporation and by-laws described
below, as well as the ability of our board of directors to issue shares of
preferred stock and to set the voting rights, preferences and other terms
thereof, may be deemed to have an anti-takeover effect and may discourage
takeover attempts not first approved by our board of directors, including
takeovers which particular stockholders may deem to be in their best interests.
These provisions also could have the effect of discouraging open market
purchases of our common stock because they may be considered disadvantageous by
a stockholder who desires subsequent to such purchases to participate in a
business combination transaction with us or to elect a new director to our
board.
 
                                       51

<PAGE>
    NO STOCKHOLDER ACTION BY WRITTEN CONSENT
 
    Our certificate of incorporation provides that any action required or
permitted to be taken by our stockholders at an annual or special meeting of
stockholders must be effected at a duly called meeting and may not be taken or
effected by a written consent of stockholders.
 
    SPECIAL MEETINGS OF STOCKHOLDERS
 
    Our certificate of incorporation and by-laws provide that a special meeting
of stockholders may be called only by our board of directors. Our by-laws
provide that only those matters included in the notice of the special meeting
may be considered or acted upon at that special meeting unless otherwise
provided by law.
 
    ADVANCE NOTICE OF DIRECTOR NOMINATIONS AND STOCKHOLDER PROPOSALS
 
    Our by-laws include advance notice and informational requirements and time
limitations on any director nomination or any new proposal which a stockholder
wishes to make at an annual meeting of stockholders. For the first annual
meeting following the completion of this offering, a stockholder's notice of a
director nomination or proposal will be timely if delivered to our secretary at
our principal executive offices not later than the close of business on the
later of the 75th day prior to the scheduled date of such annual meeting or the
10th day following the day on which public announcement of the date of such
annual meeting is made by us.
 
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
 
    As required by Delaware law, any amendment to our certificate of
incorporation must first be approved by a majority of our board of directors
and, if required by law, thereafter approved by a majority of the outstanding
shares entitled to vote with respect to such amendment, except that any
amendment to the provisions relating to stockholder action by written consent,
directors, limitation of liability and the amendment of our certificate of
incorporation must be approved by not less than 75% of the outstanding shares
entitled to vote with respect to such amendment.
 
AMENDMENT OF BY-LAWS
 
    Our certificate of incorporation and by-laws provide that our by-laws may be
amended or repealed by our board of directors or by the stockholders. Such
action by the board of directors requires the affirmative vote of a majority of
the directors then in office. Such action by the stockholders requires the
affirmative vote of at least 75% of the shares present in person or represented
by proxy at an annual meeting of stockholders or a special meeting called for
such purpose unless our board of directors recommends that the stockholders
approve such amendment or repeal at such meeting, in which case such amendment
or repeal only requires the affirmative vote of a majority of the shares present
in person or represented by proxy at the meeting.
 
STATUTORY BUSINESS COMBINATION PROVISION
 
    Following the offering, we will be subject to Section 203 of the Delaware
General Corporation Law, which prohibits a publicly-held Delaware corporation
from consummating a "business combination," except under certain circumstances,
with an "interested stockholder" for a period of three years after the date such
person became an "interested stockholder" unless:
 
    - before such person became an interested stockholder, the board of
      directors of the corporation approved the transaction in which the
      interested stockholder became an interested stockholder or approved the
      business combination;
 
                                       52

<PAGE>
    - upon the closing of the transaction that resulted in the interested
      stockholder becoming such, the interested stockholder owned at least 85%
      of the voting stock of the corporation outstanding at the time the
      transaction commenced, excluding shares held by directors who are also
      officers of the corporation and shares held by employee stock plans; or
 
    - following the transaction in which such person became an interested
      stockholder, the business combination is approved by the board of
      directors of the corporation and authorized at a meeting of stockholders
      by the affirmative vote of the holders of at least two-thirds of the
      outstanding voting stock of the corporation not owned by the interested
      stockholder.
 
    The term "interested stockholder" generally is defined as a person who,
together with affiliates and associates, owns, or, within the prior three years,
owned, 15% or more of a corporation's outstanding voting stock. The term
"business combination" includes mergers, consolidations, asset sales involving
10% or more of a corporation's assets and other similar transactions resulting
in a financial benefit to an interested stockholder. Section 203 makes it more
difficult for an "interested stockholder" to effect various business
combinations with a corporation for a three-year period. A Delaware corporation
may "opt out" of Section 203 with an express provision in its original
certificate of incorporation or an express provision in its certificate of
incorporation or by-laws resulting from an amendment approved by holders of at
least a majority of the outstanding voting stock. Neither our certificate of
incorporation nor our by-laws contain any such exclusion.
 
TRADING ON THE NASDAQ NATIONAL MARKET SYSTEM
 
    We have applied to have our common stock approved for quotation on the
Nasdaq National Market under the symbol "HBIO."
 
NO PREEMPTIVE RIGHTS
 
    No holder of any class of our stock has any preemptive right to purchase any
of our securities.
 
TRANSFER AGENT AND REGISTRAR
 
    The transfer agent and registrar for our common stock will be       .
 
                                       53

<PAGE>
                        SHARES ELIGIBLE FOR FUTURE SALE
 
    Upon consummation of the offering, we will have outstanding       shares of
common stock or       shares if the underwriters' over-allotment option is
exercised in full, in each case excluding shares underlying outstanding options.
Of these shares, all of the shares sold in this offering (      shares or
      shares if the underwriters' over-allotment option is exercised in full)
will be freely tradeable without restriction or further registration under the
Securities Act except for any shares purchased by an "affiliate," which will be
subject to the limitations of Rule 144 of the Securities Act. As defined in
Rule 144, an "affiliate" of an issuer is a person that directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with the issuer. The remaining outstanding shares of common stock
will be "restricted securities" as defined in Rule 144 and may not be resold in
the absence of registration under the Securities Act or pursuant to an exemption
from such registration, including exemptions provided by Rule 144.
 
    In addition, our executive officers, directors, and existing stockholders,
who own all of the shares of our capital stock outstanding prior to this
offering, have signed lock-up agreements in which they have agreed not to offer,
sell, contract to sell or otherwise dispose of any common stock or any
securities convertible into or exchangeable for common stock for a period of
180 days after the date of this prospectus without the prior written consent of
Thomas Weisel Partners LLC. Immediately following this offering, the shares
subject to the lock-up agreements will represent approximately   % of the then
outstanding shares of common stock (  % if the underwriters' over-allotment
option is exercised in full). While the underwriters have indicated no present
intention to waive these restrictions, were they to do so, up to approximately
an additional       shares of our common stock could be available for sale
during the period following the offering, which could harm our stock price or
make it more difficult to sell our shares. Historically, factors that have led
underwriters to waive lock-up restrictions on a case by case basis include bona
fide gifts to charitable institutions and other small waivers which underwriters
reasonably believe will have minimal effect on the trading price of the common
stock of the applicable company.
 
RULE 144
 
    In general, under Rule 144, beginning 90 days after the date of this
prospectus, a person who has beneficially owned restricted shares for at least
one year, including persons who are affiliates, would be entitled to sell within
any three-month period a number of shares that does not exceed the greater of:
 
    - 1% of the then outstanding shares of our common stock, approximately
            shares immediately after this offering; or
 
    - the reported average weekly trading volume of our common stock during the
      four calendar weeks preceding a sale by such person.
 
    Sales under Rule 144 are also subject to manner-of-sale provisions, notice
requirements and the availability of current public information.
 
RULE 144(K)
 
    Under Rule 144(k), a person who has not been one of our affiliates during
the 90 days preceding a sale, and who has beneficially owned the shares proposed
to be sold for at least two years, is free to sell such shares without regard to
the volume, manner-of-sale or certain other limitations contained in Rule 144.
Upon completion of this offering, holders of       shares of our common stock
will be eligible to freely sell those shares under Rule 144(k). However, all of
these shares will be subject to the 180-day lock-up agreements described above.
 
    Prior to this offering, there has been no public market for our common stock
and we can make no predictions about the effect, if any, that market sales of
shares or the availability of shares for sale will have on the market price of
our common stock prevailing from time to time. Future sales of substantial
 
                                       54

<PAGE>
amounts of our common stock in the public market, or the perception that such
sales may occur, may cause the market prices of our common stock to decline.
 
REGISTRATION RIGHTS
 
    After the 180-day period following the closing of this offering, the holders
of 761,254 shares of our common stock and 120,560 shares of our common stock
issuable upon the exercise of outstanding stock options will have rights which
require us to register their shares for sale. See "Description of Capital
Stock--Registration Rights."
 
OPTIONS
 
    As of September 15, 2000, options to purchase 150,831 shares of our common
stock were outstanding. At some time following the effectiveness of the offering
chosen by the board of directors in its discretion, we intend to file a
registration statement on Form S-8 under the Securities Act to register all of
the shares of our common stock reserved for issuance under our 2000 Stock Option
and Incentive Plan, our Employee Stock Purchase Plan and our 1996 Stock Option
and Grant Plan. The filing of this registration statement will allow these
shares, other than those held by members of management who are deemed to be
affiliates, to be eligible for resale without restriction, subject to the
lock-up period related to this offering, or further registration upon issuance
to participants. After the effective date of the registration statement on
Form S-8 and, if applicable, the expiration of the lock-up period related to
this offering, shares purchased upon exercise of options granted pursuant to
these plans, generally will be available for resale in the public market by
non-affiliates without restriction. Sales by our affiliates of shares registered
on this registration statement are subject to all of the Rule 144 restrictions
except for the one-year minimum holding period requirement.
 
    In addition to possibly being able to sell option shares without restriction
under a Form S-8 registration statement when effective, persons other than our
affiliates are allowed under Rule 701 of the Securities Act to sell shares of
our common stock issued upon exercise of stock options beginning 90 days after
the date of this prospectus, subject only to the manner of sale provisions of
Rule 144 and to the lock-up period related to this offering. Our affiliates may
also begin selling option shares beginning 90 days after the date of this
prospectus but are subject to all of the Rule 144 restrictions except for the
one-year holding period requirement and to the 180-day lock-up period related to
this offering.
 
                                       55

<PAGE>

                                  UNDERWRITING
 
GENERAL
 
    Subject to the terms and conditions set forth in an agreement among the
underwriters and us, each of the underwriters named below, through their
representatives, Thomas Weisel Partners LLC and ING Barings LLC, have severally
agreed to purchase from us the aggregate number of shares of common stock set
forth opposite its name below:
 

<TABLE>
<CAPTION>
                                                              NUMBER OF
UNDERWRITERS                                                    SHARES
------------                                                  ----------
<S>                                                           <C>
Thomas Weisel Partners LLC..................................
ING Barings LLC.............................................
 
    Total...................................................
</TABLE>

 
    Of the       shares to be purchased by the underwriters,       shares will
be purchased from us and       shares will be purchased from the selling
stockholder.
 
    The underwriting agreement provides that the obligations of the several
underwriters are subject to various conditions. The nature of the underwriters'
obligations commits them to purchase and pay for all of the shares of common
stock listed above if any are purchased.
 
    The underwriting agreement provides that we and the selling stockholder will
indemnify the underwriters against liabilities specified in the underwriting
agreement under the Securities Act or will contribute to payments that the
underwriters may be required to make relating to these liabilities.
 
    Thomas Weisel Partners LLC expects to deliver the shares of common stock to
purchasers on               , 2000.
 
OVER-ALLOTMENT OPTION
 
    We have granted a 30-day over-allotment option to the underwriters to
purchase up to a total of       additional shares of our common stock from us at
the initial public offering price, less the underwriting discounts and
commissions payable by us, as set forth on the cover page of this prospectus. If
the underwriters exercise this option in whole or in part, then each of the
underwriters will be separately committed, subject to conditions described in
the underwriting agreement, to purchase the additional shares of our common
stock in proportion to their respective commitments set forth in the table
above.
 
DETERMINATION OF OFFERING PRICE
 
    Prior to this offering, there has been no public market for our common
stock. The initial public offering price will be determined through negotiations
between us and the representatives. In addition to prevailing market conditions,
the factors to be considered in determining the initial public offering price
will include:
 
    - the valuation multiples of publicly-traded companies that the
      representatives believe are comparable to us,
 
    - our financial information,
 
    - our history and prospects and the outlook for our industry,
 
    - an assessment of our management, our past and present operations, and the
      prospects for, and timing of, our future revenues,
 
    - the present state of our development and the progress of our business
      plan, and
 
                                       56

<PAGE>
    - the above factors in relation to market values and various valuation
      measures of other companies engaged in activities similar to ours.
 
    We cannot assure you that an active or orderly trading market will develop
for our common stock or that our common stock will trade in the public markets
subsequent to this offering at or above the initial offering price.
 
COMMISSIONS AND DISCOUNTS
 
    The underwriters propose to offer the shares of common stock directly to the
public at the public offering price set forth on the cover page of this
prospectus, and at this price less a concession not in excess of $      per
share of common stock to other dealers specified in a master agreement among
underwriters who are members of the National Association of Securities
Dealers, Inc. The underwriters may allow, and the other dealers specified may
reallow, concessions, not in excess of $      per share of common stock to these
other dealers. After this offering, the offering price, concessions and other
selling terms may be changed by the underwriters. Our common stock is offered
subject to receipt and acceptance by the underwriters and to other conditions,
including the right to reject orders in whole or in part.
 
    The following table summarizes the compensation to be paid to the
underwriters by us and the expenses payable by us:
 

<TABLE>
<CAPTION>
                                                                                   TOTAL
                                                                      -------------------------------
                                                                         WITHOUT            WITH
                                                          PER SHARE   OVER-ALLOTMENT   OVER-ALLOTMENT
                                                          ---------   --------------   --------------
<S>                                                       <C>         <C>              <C>
Public offering price...................................  $              $                $
Underwriting discount...................................
Proceeds, before expenses, to us........................
Proceeds, before expenses, to the selling stockholder...
</TABLE>

 
INDEMNIFICATION OF THE UNDERWRITERS
 
    We and the selling stockholder will indemnify the underwriters against some
civil liabilities, including liabilities under the Securities Act and
liabilities arising from breaches of our representations and warranties
contained in the underwriting agreement. If we are unable to provide this
indemnification, we will contribute to payments the underwriters may be required
to make in respect of those liabilities.
 
RESERVED SHARES
 
    The underwriters, at our request, have reserved for sale at the initial
public offering price up to       shares of common stock to be sold in this
offering for sale to our employees and other persons designated by us. The
number of shares available for sale to the general public will be reduced to the
extent that any reserved shares are purchased. Any reserved shares not purchased
in this manner will be offered by the underwriters on the same basis as the
other shares offered in this offering.
 
NO SALES OF SIMILAR SECURITIES
 
    Our directors, officers, selling stockholder and other stockholders holding
all of the outstanding shares of our capital stock prior to this offering have
agreed or have a contractual obligation to agree, subject to specified
exceptions, not to offer, sell, agree to sell, directly or indirectly, or
otherwise dispose of any shares of common stock or any securities convertible
into or exchangeable for shares of common stock without the prior written
consent of Thomas Weisel Partners LLC for a period of 180 days after the date of
this prospectus.
 
                                       57

<PAGE>
    We have agreed that for a period of 180 days after the date of this
prospectus we will not, without the prior written consent of Thomas Weisel
Partners LLC, offer, sell, or otherwise dispose of any shares of common stock,
except for the shares of common stock offered in the offering and the shares of
common stock issuable upon exercise of outstanding options and warrants on the
date of this prospectus.
 
INFORMATION REGARDING THOMAS WEISEL PARTNERS LLC
 
    Thomas Weisel Partners LLC, one of the representatives of the underwriters,
was organized and registered as a broker-dealer in December 1998. Since December
1998, Thomas Weisel Partners LLC has been named as a lead or co-manager on 177
filed public offerings of equity securities, of which 141 have been completed,
and has acted as a syndicate member in an additional 117 public offerings of
equity securities. Thomas Weisel Partners LLC does not have any material
relationship with us or any of our officers, directors or other controlling
persons, except with respect to its contractual relationship with us pursuant to
the underwriting agreement entered into in connection with this offering.
 
NASDAQ NATIONAL MARKET LISTING
 
    We have applied to have our common stock approved for quotation on the
Nasdaq National Market under the symbol "HBIO."
 
DISCRETIONARY ACCOUNTS
 
    The underwriters do not expect sales of shares of common stock offered by
this prospectus to any accounts over which they exercise discretionary authority
to exceed five percent of the shares offered.
 
SHORT SALES, STABILIZING TRANSACTIONS AND PENALTY BIDS
 
    In order to facilitate this offering, persons participating in this offering
may engage in transactions that stabilize, maintain or otherwise affect the
price of our common stock during and after this offering. Specifically, the
underwriters may engage in the following activities in accordance with the rules
of the U.S. Securities and Exchange Commission.
 
    SHORT SALES.  Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering. "Covered"
short sales are sales made in an amount not greater than the underwriters'
option to purchase additional shares from the issuer in the offering. The
underwriters may close out any covered short position by either exercising their
option to purchase shares or purchasing shares in the open market. In
determining the source of shares to close out the covered short position, the
underwriters will consider, among other things, the price of shares available
for purchase in the open market as compared to the price at which they may
purchase shares through the over-allotment option. "Naked" short sales are any
sales in excess of such over-allotment option. The underwriters must close out
any naked short position by purchasing shares in the open market. A naked short
position is more likely to be created if the underwriters are concerned that
there may be downward pressure on the price of the common stock in the open
market after pricing that could adversely affect investors who purchase in the
offering.
 
    STABILIZING TRANSACTIONS.  The underwriters may make bids for or purchases
of the shares for the purpose of pegging, fixing or maintaining the price of the
shares, so long as stabilizing bids do not exceed a specified maximum.
 
    PENALTY BIDS.  If the underwriters purchase shares in the open market in a
stabilizing transaction or syndicate covering transaction, they may reclaim a
selling concession from the underwriters and selling group members who sold
those shares as part of this offering. Stabilization and syndicate covering
transactions may cause the price of the shares to be higher than it would be in
the absence of
 
                                       58

<PAGE>
these transactions. The imposition of a penalty bid might also have an effect on
the price of the shares if it discourages resales of the shares.
 
    The transactions above may occur on the Nasdaq National Market or otherwise.
Neither we nor the underwriters make any representation or prediction as to the
effect that the transactions described above may have on the price of the
shares. If these transactions are commenced, they may be discontinued without
notice at any time.
 

                                 LEGAL MATTERS
 
    The validity of the shares of common stock offered hereby will be passed
upon for us by Goodwin, Procter & Hoar LLP, Boston, Massachusetts. Various legal
matters related to the sale of the common stock offered hereby will be passed
upon for the underwriters by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., Boston, Massachusetts.
 

                                    EXPERTS
 
    The consolidated financial statements of Harvard Apparatus, Inc. and
subsidiaries as of December 31, 1998 and 1999, and for each of the years ended
December 31, 1997, 1998 and 1999, have been included herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, appearing elsewhere herein, and the authority of
said firm as experts in auditing and accounting.
 
    The audited consolidated financial statements of Biochrom Ltd as of
December 31, 1997 and 1998, and for each of the years ended December 31, 1997
and 1998, have been included herein and in the registration statement in
reliance upon the report of PricewaterhouseCoopers, independent chartered
accountants, appearing elsewhere herein, and the authority of said firm as
experts in auditing and accounting.
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
    We have filed with the Securities and Exchange Commission, or SEC, a
registration statement on Form S-1 (including the exhibits and schedules
thereto) under the Securities Act and the rules and regulations thereunder, for
the registration of the common stock offered hereby. This prospectus is part of
the registration statement. This prospectus does not contain all the information
included in the registration statement because we have omitted certain parts of
the registration statement as permitted by the SEC rules and regulations. For
further information about us and our common stock, you should refer to the
registration statement. Statements contained in this prospectus as to any
contract, agreement or other document referred to are not necessarily complete.
Where the contract or other document is an exhibit to the registration
statement, each statement is qualified by the provisions of that exhibit.
 
    You can inspect and copy the registration statement at the public reference
facility maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the SEC's regional offices at Seven World Trade Center, 13th
Floor, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. You may call the SEC at 1-800-732-0330 for further
information about the operation of the public reference rooms. Copies of all or
any portion of the registration statement can be obtained from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, the registration statement is publicly available
through the SEC's site on the Internet's World Wide Web, located at
http://www.sec.gov.
 
    We will also file annual, quarterly and current reports, proxy statements
and other information with the SEC. You can also request copies of these
documents, for a copying fee, by writing to the SEC. We intend to furnish to our
stockholders annual reports containing audited financial statements for each
fiscal year.
 
                                       59

<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 

<TABLE>
<S>                                                           <C>
HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
Independent Auditors' Report................................     F-2
Consolidated Balance Sheets at December 31, 1998 and 1999
  and June 30, 2000 (unaudited).............................     F-3
Consolidated Statements of Operations for the years ended
  December 31, 1997, 1998 and 1999 and the six months ended
  June 30, 1999 and 2000 (unaudited)........................     F-5
Consolidated Statements of Stockholders' Equity (Deficit)
  and Comprehensive Income (Loss) for the years ended
  December 31, 1996, 1997, 1998 and 1999 and the six months
  ended June 30, 2000 (unaudited)...........................     F-6
Consolidated Statements of Cash Flows for the years ended
  December 31, 1997, 1998 and 1999 and the six months ended
  June 30, 1999 and 2000 (unaudited)........................     F-7
Notes to Consolidated Financial Statements..................     F-8
 
PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
Directors' Report...........................................    F-25
Statement of Directors' Responsibilities....................    F-27
Report of the Auditors......................................    F-28
Profit and Loss Account for the years ended December 31,
  1997 and 1998.............................................    F-30
Balance Sheet for the years ended December 31, 1997 and
  1998......................................................    F-31
Cash Flow Statement for the years ended December 31, 1997
  and 1998..................................................    F-32
Notes to the Accounts.......................................    F-33

</TABLE>

 
                                      F-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT
 
The Board of Directors
Harvard Apparatus, Inc.:
 
    We have audited the accompanying consolidated balance sheets of Harvard
Apparatus, Inc. and subsidiaries (the "Company") as of December 31, 1999 and
1998, and the related consolidated statements of operations, stockholders'
equity (deficit) and comprehensive income (loss), and cash flows for each of the
years in the three-year period ended December 31, 1999. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
 
    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Harvard Apparatus, Inc. and subsidiaries at December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1999, in conformity with generally accepted
accounting principles generally accepted in the United States of America.
 
February 25, 2000

 
                                      F-2

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 

<TABLE>
<CAPTION>
                                                         DECEMBER 31,    DECEMBER 31,     JUNE 30,
                                                             1998            1999           2000
                                                         -------------   -------------   -----------
                                                                                         (UNAUDITED)
<S>                                                      <C>             <C>             <C>
                                       ASSETS (NOTES 6 AND 7)
 
Current assets:
  Cash and cash equivalents............................   $  956,771      $ 2,396,053    $ 2,145,201
  Trade accounts receivable, net of reserve for
    uncollectible accounts of $61,004 and $87,642 at
    December 31, 1998 and 1999, respectively, and
    $88,602 at June 30, 2000...........................    1,659,766        4,191,850      3,875,503
  Other receivables and other assets...................       49,716          201,946        194,479
  Inventories (note 4).................................    1,656,318        2,849,670      3,319,291
  Catalog costs........................................      450,087           66,829        257,694
  Prepaid expenses (note 17)...........................      202,916          593,348        655,678
  Deferred tax asset (note 13).........................       96,736          987,853        984,624
                                                          ----------      -----------    -----------
      Total current assets.............................    5,072,310       11,287,549     11,432,470
                                                          ----------      -----------    -----------
 
Property, plant and equipment, net (notes 5 and 10)....      969,905        1,559,922      1,472,188
                                                          ----------      -----------    -----------
 
Other assets:
  Catalog costs, less current portion..................      163,497          165,419        501,000
  Deferred tax asset (note 13).........................           --          384,148        389,703
  Goodwill, net of accumulated amortization of $27,661,
    $395,896 and $655,680 at December 31, 1998,
    December 31, 1999 and June 20, 2000, respectively
    (note 3)...........................................      925,973        6,583,354      6,436,231
  Other assets (notes 3 and 12)........................       60,626          580,829        402,901
                                                          ----------      -----------    -----------
      Total other assets...............................    1,150,096        7,713,750      7,729,835
                                                          ----------      -----------    -----------
                                                          $7,192,311      $20,561,221    $20,634,493
                                                          ==========      ===========    ===========
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-3

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 

<TABLE>
<CAPTION>
                                                       DECEMBER 31,    DECEMBER 31,      JUNE 30,
                                                           1998            1999            2000
                                                       -------------   -------------   ------------
                                                                                       (UNAUDITED)
<S>                                                    <C>             <C>             <C>
Current liabilities:
  Short-term debt (note 6)...........................   $1,050,000     $  2,200,000    $  2,450,000
  Current installments of long-term debt (note 7)....      190,389          794,173         969,246
  Trade accounts payable.............................      751,338        1,880,246       1,890,917
  Accrued income taxes payable (note 13).............      162,726          957,834         990,839
  Accrued expenses (note 18).........................      586,289        1,399,523         960,062
  Other liabilities..................................      101,271          237,811         358,917
                                                        ----------     ------------    ------------
      Total current liabilities......................    2,842,013        7,469,587       7,619,981
                                                        ----------     ------------    ------------
 
Long-term debt, less current installments (note 7)...      638,466        5,072,941       4,531,947
Deferred income tax liability (note 13)..............       33,943               --              --
                                                        ----------     ------------    ------------
      Total long-term liabilities....................      672,409        5,072,941       4,531,947
                                                        ----------     ------------    ------------
 
Commitments and contingencies (notes 8, 9, 10, 11,
  and 19)
 
Preferred stock preference in liquidation, 600,000
  shares (note 8)
    Redeemable series "A" 469,300 shares issued and
      outstanding....................................    1,500,000        1,500,000       1,500,000
    Convertible and redeemable series "B" 48,500
      shares issued and outstanding..................           --        1,000,000       1,000,000
Common stock warrants (note 9).......................    1,500,352       31,194,371      98,721,009
                                                        ----------     ------------    ------------
      Total redeemable preferred stock and common
        stock warrants...............................    3,000,352       33,694,371     101,221,009
                                                        ----------     ------------    ------------
 
Stockholders' equity (deficit) (notes 9 and 14):
  Common stock, par value $.01 per share, 1,300,000
    shares authorized; 520,518 shares issued and
    outstanding at December 31, 1998 and 1999,
    575,907 shares issued and outstanding at
    June 30, 2000....................................        5,205            5,205           5,759
  Accumulated other comprehensive loss...............      (34,720)         (54,690)       (465,230)
  Additional paid-in capital--stock options..........           --        3,283,164       3,299,409
  Additional paid-in capital--common stock...........           --               --           1,215
  Retained earnings (accumulated deficit)............    1,374,797      (28,241,612)    (94,911,852)
  Treasury stock, 236,468 common shares, at cost.....     (667,745)        (667,745)       (667,745)
                                                        ----------     ------------    ------------
      Total stockholders' equity (deficit)...........      677,537      (25,675,678)    (92,738,444)
                                                        ----------     ------------    ------------
                                                        $7,192,311     $ 20,561,221    $ 20,634,493
                                                        ==========     ============    ============
</TABLE>

 
                See accompanying notes to financial statements.
 
                                      F-4

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 

<TABLE>
<CAPTION>
                                                     YEARS ENDED                                SIX-MONTHS ENDED
                              ---------------------------------------------------------   -----------------------------
                              DECEMBER 31, 1997   DECEMBER 31, 1998   DECEMBER 31, 1999   JUNE 30, 1999   JUNE 30, 2000
                              -----------------   -----------------   -----------------   -------------   -------------
                                                                                                   (UNAUDITED)
<S>                           <C>                 <C>                 <C>                 <C>             <C>
Revenues (notes 15 and
  20).......................     $11,464,157         $12,154,025         $26,177,814       $11,533,163     $14,457,603
Cost of goods sold..........       5,127,709           5,351,271          13,546,933         5,661,184       7,488,077
                                 -----------         -----------         -----------       -----------     -----------
    Gross profit............       6,336,448           6,802,754          12,630,881         5,871,979       6,969,526
 
General and administrative
  expense (note 14).........       2,338,423           2,317,021           7,429,728         2,703,644       2,178,441
Sales and marketing
  expense...................       1,672,388           1,721,606           2,448,505         1,254,622       1,505,512
Research and development....         206,497             324,792           1,187,584           461,429         798,581
Amortization of goodwill
  (note 3)..................              --              27,661             368,235           139,338         260,093
                                 -----------         -----------         -----------       -----------     -----------
    Operating income........       2,119,140           2,411,674           1,196,829         1,312,946       2,226,899
                                 -----------         -----------         -----------       -----------     -----------
 
Other (expense) income:
  Foreign currency (loss)
    gain....................         (96,549)             21,418             (47,982)         (168,830)       (280,036)
  Common stock warrant
    interest expense
    (note 9)................        (116,574)         (1,379,460)        (29,694,019)       (7,402,457)    (67,526,638)
  Interest expense..........        (238,669)           (221,932)           (679,122)         (287,198)       (422,751)
  Interest income...........          16,176              12,567              22,767             7,775          23,242
  Amortization of deferred
    financing costs.........              --                  --             (63,442)          (25,266)        (37,898)
  Other.....................         106,013              10,067             (17,468)          (12,578)         10,070
                                 -----------         -----------         -----------       -----------     -----------
    Other expense, net......        (329,603)         (1,557,340)        (30,479,266)       (7,888,554)    (68,234,011)
                                 -----------         -----------         -----------       -----------     -----------
 
    (Loss) income before
      income taxes..........       1,789,537             854,334         (29,282,437)       (6,575,608)    (66,007,112)
 
Income taxes (note 13)......         682,329             783,192             137,480           260,633         579,132
                                 -----------         -----------         -----------       -----------     -----------
    Net (loss) income.......     $ 1,107,208              71,142         (29,419,917)       (6,836,241)    (66,586,244)
                                 ===========         ===========         ===========       ===========     ===========
 
(Loss) income per share
  (note 16):
  Basic.....................     $      2.62         $     (0.18)        $   (104.00)      $    (24.28)    $   (210.66)
                                 ===========         ===========         ===========       ===========     ===========
  Diluted...................     $      1.27         $     (0.18)        $   (104.00)      $    (24.28)    $   (210.66)
                                 ===========         ===========         ===========       ===========     ===========
 
Weighted average common
  shares:
  Basic.....................         375,773             284,050             284,050           284,050         316,488
                                 ===========         ===========         ===========       ===========     ===========
  Diluted...................         867,339             284,050             284,050           284,050         316,488
                                 ===========         ===========         ===========       ===========     ===========
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-5

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) AND COMPREHENSIVE
                                 INCOME (LOSS)
 

<TABLE>
<CAPTION>
                                                           ADDITIONAL   ADDITIONAL
                                            ACCUMULATED     PAID-IN      PAID-IN       RETAINED                     TOTAL
                                               OTHER       CAPITAL--    CAPITAL--      EARNINGS                 STOCKHOLDERS'
                                 COMMON    COMPREHENSIVE     STOCK        COMMON     (ACCUMULATED   TREASURY       EQUITY
                                 STOCK         LOSS         OPTIONS       STOCK        DEFICIT)       STOCK       (DEFICIT)
                                --------   -------------   ----------   ----------   ------------   ---------   -------------
<S>                             <C>        <C>             <C>          <C>          <C>            <C>         <C>
Balance, December 31, 1996....   $5,205      $  71,183     $       --     $   --     $    439,781   $      --   $    516,169
  Preferred stock dividends...       --             --             --         --         (121,668)         --       (121,668)
  Purchase of treasury
    stock.....................       --             --             --         --               --    (667,745)      (667,745)
  Comprehensive income (loss):
    Net income................       --             --             --         --        1,107,208          --      1,107,208
    Translation adjustments...       --        (97,444)            --         --               --          --        (97,444)
                                                                                                                ------------
  Total comprehensive
    income....................                                                                                     1,009,764
                                 ------      ---------     ----------     ------     ------------   ---------   ------------
 
Balance, December 31, 1997....    5,205        (26,261)            --         --        1,425,321    (667,745)       736,520
 
  Preferred stock dividends...       --             --             --         --         (121,666)         --       (121,666)
 
  Comprehensive income (loss):
    Net income................       --             --             --         --           71,142          --         71,142
    Translation adjustments...       --         (8,459)            --         --               --          --         (8,459)
                                                                                                                ------------
  Total comprehensive
    income....................                                                                                        62,683
                                 ------      ---------     ----------     ------     ------------   ---------   ------------
 
Balance, December 31, 1998....    5,205        (34,720)            --         --        1,374,797    (667,745)       677,537
 
  Preferred stock dividends...       --             --             --         --         (121,666)         --       (121,666)
 
  Preferred stock issuance
    costs.....................                                                            (74,826)                   (74,826)
 
  Stock compensation
    expense...................       --             --      3,283,164         --               --          --      3,283,164
  Comprehensive income (loss):
    Net loss..................       --             --             --         --      (29,419,917)         --    (29,419,917)
    Translation adjustments...       --        (19,970)            --         --               --          --        (19,970)
                                                                                                                ------------
  Total comprehensive income
    (loss)....................                                                                                   (29,439,887)
                                 ------      ---------     ----------     ------     ------------   ---------   ------------
 
Balance, December 31, 1999....    5,205        (54,690)     3,283,164         --      (28,241,612)   (667,745)   (25,675,678)
 
  Preferred stock dividends...       --             --             --         --          (83,996)         --        (83,996)
 
  Issuance of common stock....      554             --             --      1,215               --          --          1,769
 
  Stock compensation
    expense...................       --             --         16,245         --               --          --         16,245
  Comprehensive income (loss):
    Net loss..................       --             --             --         --      (66,586,244)         --    (66,586,244)
    Translation adjustments...       --       (410,540)            --         --               --          --       (410,540)
                                                                                                                ------------
  Total comprehensive income
    (loss)....................                                                                                   (66,996,784)
                                 ------      ---------     ----------     ------     ------------   ---------   ------------
 
Balance, June 30, 2000
  (unaudited).................   $5,759      $(465,230)    $3,299,409     $1,215     $(94,911,852)  $(667,745)  $(92,738,444)
                                 ======      =========     ==========     ======     ============   =========   ============
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-6

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 

<TABLE>
<CAPTION>
                                                           YEARS ENDED                                   SIX-MONTHS ENDED
                                   ------------------------------------------------------------   -------------------------------
                                   DECEMBER 31, 1997    DECEMBER 31, 1998    DECEMBER 31, 1999    JUNE 30, 1999    JUNE 30, 2000
                                   ------------------   ------------------   ------------------   --------------   --------------
                                                                                                            (UNAUDITED)
<S>                                <C>                  <C>                  <C>                  <C>              <C>
Cash flows from operating
  activities:
  Net (loss) income..............      $1,107,208           $    71,142         $(29,419,917)       $(6,836,241)    $(66,586,244)
  Adjustments to reconcile net
    (loss) income to net cash
    provided by operating
    activities:
    Common stock warrant interest
      expense....................         116,574             1,379,460           29,694,019          7,402,457       67,526,638
    Stock compensation expense...              --                    --            3,283,164            937,138           16,245
    Depreciation.................         127,555               154,776              331,822            149,358          186,347
    Amortization of catalog
      costs......................         328,713               525,600              493,428            318,541          106,336
    Loss (gain) on sale of fixed
      assets.....................         (33,980)               (4,075)               7,584                 --               --
    Provision for bad debts......          14,321               (41,388)              26,877              1,926            1,884
    Amortization of goodwill.....              --                27,661              368,235            139,338          260,093
    Amortization of deferred
      financing costs............              --                    --               63,442             25,266           37,898
    Deferred income taxes........        (106,321)              (16,277)          (1,310,325)          (382,767)          (9,379)
    Changes in operating assets
      and liabilities, net of
      effects of business
      acquisition:
      (Increase) decrease in
        accounts receivable......        (193,547)               46,214           (2,282,344)        (1,901,502)         141,512
      (Increase) decrease in
        other receivables........          (2,741)               57,711             (113,949)          (146,939)         (12,586)
      (Increase) decrease in
        inventories..............          58,631                80,430              215,152             16,388         (435,154)
      Increase in prepaid
        expenses and other
        assets...................         (19,306)               (5,514)            (260,285)          (220,835)         (84,173)
      (Increase) decrease in
        other assets.............         112,716              (184,534)            (202,460)          (162,460)          54,106
      Increase (decrease) in
        trade accounts payable...        (211,303)             (115,065)             541,065            662,286           90,018
      Increase (decrease) in
        accrued income taxes
        payable..................          27,247              (191,013)             797,633            350,250          197,161
      Increase (decrease) in
        accrued expenses.........        (178,965)               19,874              666,637            228,813         (406,450)
      Increase (decrease) in
        other liabilities........         (30,881)                1,388               26,663             72,884           92,612
                                       ----------           -----------         ------------        -----------     ------------
        Net cash provided by
          operating activities...       1,115,921             1,806,390            2,926,441            653,901        1,176,864
                                       ----------           -----------         ------------        -----------     ------------
Cash flows from investing
  activities:
  Additions to property, plant
    and equipment................        (389,543)              (87,405)            (332,474)          (202,072)        (173,585)
  Additions to catalog costs.....        (429,207)             (250,183)            (121,644)           (15,170)        (644,130)
  Proceeds from sales of fixed
    assets.......................         165,528                 8,173               34,566                 --               --
  Acquisition of businesses, net
    of cash acquired.............              --            (1,090,553)          (8,126,656)        (6,856,632)        (492,797)
                                       ----------           -----------         ------------        -----------     ------------
        Net cash used in
          investing activities...        (653,222)           (1,419,968)          (8,546,208)        (7,073,874)      (1,310,512)
                                       ----------           -----------         ------------        -----------     ------------
Cash flows from financing
  activities:
  Net increase (decrease) in
    short-term debt..............         275,000               300,000            1,753,928          1,495,181          465,904
  Net increase (decrease) in
    long-term debt...............        (263,050)             (283,433)           4,435,409          4,936,019         (389,430)
  Dividends paid.................        (218,668)             (121,666)            (121,666)           (60,333)         (60,667)
  Net proceeds from issuance of
    preferred stock..............              --                    --              925,174            925,174               --
  Treasury stock purchase........        (667,745)                   --                   --                 --               --
  Issuance of common stock.......              --                    --                   --                 --            1,769
                                       ----------           -----------         ------------        -----------     ------------
        Net cash provided by
          (used in) financing
          activities.............        (874,463)             (105,099)           6,992,845          7,296,041           17,576
                                       ----------           -----------         ------------        -----------     ------------
Effect of exchange rate changes
  on cash........................          30,573               (31,505)              66,204            (39,189)        (134,780)
                                       ----------           -----------         ------------        -----------     ------------
Increase (decrease) in cash and
  cash equivalents...............        (381,191)              249,818            1,439,282            836,879         (250,852)
Cash and cash equivalents,
  beginning of period............       1,088,144               706,953              956,771            956,771        2,396,053
                                       ----------           -----------         ------------        -----------     ------------
Cash and cash equivalents, end of
  period.........................      $  706,953           $   956,771         $  2,396,053        $ 1,793,650     $  2,145,201
                                       ==========           ===========         ============        ===========     ============
Supplemental disclosures of cash
  flow information:
  Cash paid for interest.........      $  227,747           $   241,002         $    671,452        $   223,765     $    401,334
                                       ==========           ===========         ============        ===========     ============
  Cash paid for income taxes.....      $  761,251           $ 1,128,929         $    686,675        $   327,781     $    321,375
                                       ==========           ===========         ============        ===========     ============
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-7

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                           DECEMBER 31, 1999 AND 1998
 
(1)  ORGANIZATION
 
    On March 15, 1996, HAI Acquisition Corp. and its subsidiary, Guell Limited,
purchased certain assets and assumed certain liabilities of the former Harvard
Apparatus, Inc. and its subsidiary in the United Kingdom, Harvard
Apparatus, Ltd. (the "Purchase"). Assets acquired at the time of the purchase
included 79% of the capital stock of Ealing Scientific Ltd. (Canada) and Ealing
S.A.R.L., now Harvard Apparatus S.A.R.L. (France). The remainder of the capital
stock of Ealing Scientific Ltd. and Ealing S.A.R.L. was also acquired directly
from the stockholder at the time of the Purchase. After the date of the
Purchase, HAI Acquisition Corp. and Guell Limited legally changed their names to
Harvard Apparatus, Inc. and Harvard Apparatus, Ltd., respectively.
 
    The Company manufactures and distributes syringe pumps, ventilators, cell
injectors, diffusion chambers and other products principally used in the
toxicology, metabolism and efficacy testing of new drugs, as well as
spectrophotometers and amino acid analyzers primarily used in molecular biology
which are manufactured by Biochrom Ltd, a wholly owned subsidiary acquired
during 1999.
 
(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    (A)  PRINCIPLES OF CONSOLIDATION
 
       The consolidated financial statements include the accounts of Harvard
       Apparatus, Inc. and its subsidiaries. All intercompany balances and
       transactions have been eliminated in consolidation.
 
    (B)  INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
       The interim consolidated financial statements as of June 30, 2000, and
       for the six months ended June 30, 2000 and June 30, 1999 are unaudited.
       In the opinion of management, all adjustments, consisting only of normal
       recurring adjustments, necessary for the fair presentation of the
       financial position and results of operations have been included in such
       unaudited consolidated financial statements. The results of operations
       for the six months ended June 30, 2000 are not necessarily indicative of
       the results to be expected for the entire year.
 
    (C)  CASH AND CASH EQUIVALENTS
 
       For purposes of the consolidated statements of cash flows, the Company
       considers all highly liquid instruments with original maturities of three
       months or less to be cash equivalents.
 
    (D)  INVENTORIES
 
       Inventories are stated at the lower of cost or market. Cost is determined
       using a standard costing system which approximates the first-in,
       first-out (FIFO) method.
 
    (E)  PROPERTY, PLANT AND EQUIPMENT
 
       Property, plant and equipment are stated at cost. Equipment under capital
       leases is stated at the present value of the minimum lease payments at
       the lease agreement date. Property, plant
 
                                      F-8

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 1998
 
(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
       and equipment is depreciated using the straight-line method over the
       estimated useful lives of the assets as follows:
 

<TABLE>
<S>                                                        <C>
Buildings................................................    40 years
Machinery and equipment..................................  3-10 years
Computer equipment.......................................   3-7 years
Furniture and fixtures...................................  5-10 years
Automobiles..............................................   4-6 years
</TABLE>

 
    (F)  CATALOG COSTS
 
       Significant costs of product catalog design, development and production
       are capitalized and amortized over the expected useful life of the
       catalog (usually three years). Costs of drawing and design that were
       acquired at the purchase on March 15, 1996 are being amortized over their
       estimated useful life of six years.
 
    (G)  INCOME TAXES
 
       Income taxes are accounted for under the asset and liability method.
       Deferred tax assets and liabilities are recognized for the future tax
       consequences attributable to differences between the financial statement
       carrying amounts of existing assets and liabilities and their respective
       tax bases. Deferred tax assets and liabilities are measured using enacted
       tax rates expected to be applied to taxable income in the years in which
       those temporary differences are expected to be recovered or settled. The
       effect on deferred tax assets and liabilities of a change in tax rates is
       recognized in income in the period that includes the enactment date.
 
    (H)  FOREIGN CURRENCY TRANSLATION
 
       All assets and liabilities of the Company's foreign subsidiaries are
       translated at exchange rates in effect at year-end. Income and expenses
       are translated at rates which approximate those in effect on the
       transaction dates. The resulting translation adjustment is recorded as a
       separate component of stockholders' equity in other comprehensive income.
 
    (I)  STOCK OPTIONS
 
       The Company accounts for stock options granted to employees in accordance
       with the requirements of Statement of Financial Accounting Standards
       (SFAS) No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION. As is permitted
       by this Statement, the Company has elected to account for stock options
       in accordance with the provisions of APB Opinion No. 25, ACCOUNTING FOR
       STOCK ISSUED TO EMPLOYEES and provide the additional disclosures that are
       required by SFAS No. 123.
 
    (J)  USE OF ESTIMATES
 
       The preparation of financial statements in conformity with generally
       accepted accounting principles requires the use of management's
       estimates. Such estimates include the
 
                                      F-9

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 1998
 
(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
       determination and establishment of certain accruals and provisions,
       including those for inventory obsolescence, catalog cost amortization and
       reserves for bad debts. Actual results could differ from those estimates.
 
    (K)  REVENUE RECOGNITION
 
       The Company recognizes revenue from product sales at the time of
       shipment.
 
    (L)  GOODWILL
 
       Goodwill, which represents the excess of purchase price over fair value
       of net assets acquired, is amortized on a straight-line basis over the
       expected periods to be benefited, ranging from 5 to 15 years. The Company
       continually evaluates whether events or circumstances have occurred that
       indicate that the remaining useful life of goodwill may warrant revision
       or that the remaining balance may not be recoverable. When factors
       indicate that goodwill should be evaluated for possible impairment, the
       Company estimates the undiscounted cash flow of the business segment, net
       of tax, over the remaining life of the asset in determining whether the
       asset is recoverable. Charges for impairment of goodwill would be
       recorded to the extent unamortized book value exceeds the related future
       discounted cash flow, net of tax. The discount factor would be the
       long-term debt rate currently obtainable by the Company.
 
    (M)  IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
 
       The Company uses the provisions of SFAS No. 121, ACCOUNTING FOR THE
       IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED
       OF. This statement requires that long-lived assets and certain
       identifiable intangibles be reviewed for impairment whenever events or
       changes in circumstances indicate that the carrying amount of an asset
       may not be recoverable. Recoverability of assets to be held and used is
       measured by a comparison of the carrying amount of an asset to
       undiscounted future net cash flows expected to be generated by the asset.
       If such assets are considered to be impaired, the impairment to be
       recognized is measured by the amount by which the carrying amount of the
       assets exceeds the fair value of the assets. Assets to be disposed of are
       reported at the lower of the carrying amount or fair value less costs to
       sell.
 
    (N)  EFFECT OF ACCOUNTING CHANGES
 
       In 1998, the Financial Accounting Standards Board issued SFAS 133,
       ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS 133,
       which was deferred through the issuance of SFAS 137 and subsequently
       amended by SFAS 138, is effective for fiscal years beginning after
       June 15, 2000. SFAS 133 will be adopted on January 1, 2001. Its impact on
       the consolidated financial statements is still being evaluated, but is
       not expected to be material.
 
    (O)  FAIR VALUE OF FINANCIAL INSTRUMENTS
 
       The carrying value of the Company's cash and cash equivalents, trade
       accounts receivable, trade accounts payable and accrued expenses
       approximate their fair values because of the
 
                                      F-10

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 1998
 
(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
       short maturities of those instruments. The carrying value of the
       Company's debt approximates its fair value because of the short
       maturities and/or interest rates which are comparable to those available
       to the Company on similar terms.
 
(3)  ACQUISITION OF BUSINESSES
 
    On June 30, 1998, the Company acquired certain assets of Medical Systems
Corporation, a manufacturer and product developer of research medical equipment.
Cash consideration of approximately $1,000,000 plus certain acquisition costs
was paid for the assets. The costs of the acquisition were allocated on the
basis of the estimated fair market value of the assets acquired. The net
purchase price resulted in an allocation of $784,047 to goodwill and $281,506 to
tangible net assets:
 
    On February 26, 1999, the Company acquired substantially all of the assets
and certain liabilities of Pharmacia Biotech (Biochrom) Ltd ("Biochrom"), a UK
manufacturer and developer of spectrophotometers, amino acid analyzers and other
related research equipment. Cash consideration of approximately $6,981,000
(including $502,000 of acquisition related expenses) was paid for the assets.
The costs of the acquisition allocated on the basis of estimated fair market
value of the assets acquired using the purchase method of accounting resulted in
an allocation of $5,446,000 to goodwill and other intangibles. The assets
acquired consisted of approximately $61,000 of accounts receivable, $1,039,000
of inventory, $100,000 of prepaid expenses, $612,000 of fixed assets, $372,000
of pension assets and liabilities assumed totaled approximately $649,000.
 
    On September 10, 1999, the Company acquired certain assets of Clark
Electromedical Instruments, a manufacturer of Glass Cappillaries and distributor
of research equipment. Cash consideration of approximately $349,000 was paid for
the assets. The costs of the acquisition allocated on the basis of estimated
fair market value of the assets acquired using the purchase method of accounting
resulted in an allocation of $288,000 to goodwill and other intangibles.
 
    On November 19, 1999, the Company acquired the NaviCyte diffusion chamber
systems product line from NaviCyte, a wholly-owned subsidiary of Trega
Biosciences, Inc. Cash consideration of approximately $390,000 (including
$33,000 of acquisition related expenses) was paid for the assets. The costs of
the acquisition allocated on the basis of estimated fair market value of the
assets acquired and the purchase method of accounting resulted in an allocation
of $333,000 to goodwill and other intangibles.
 
    On November 30, 1999, the Company acquired substantially all of the assets
and certain liabilities of Hugo Sachs Elektronik, a developer and manufacturer
of perfusion systems for research. Cash consideration of approximately $568,000
was paid for the assets, net of cash acquired of $31,000. The costs of the
acquisition allocated on the basis of estimated fair market value of the assets
acquired and the purchase method of accounting resulted in an allocation of
$89,000 to goodwill and other intangibles.
 
    All acquisitions have been accounted for by the purchase method of
accounting for business combinations. Accordingly, the accompanying consolidated
statements of operations do not include any revenues or expenses related to
these acquisitions prior to the respective acquisition dates.
 
                                      F-11

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 1998
 
(3)  ACQUISITION OF BUSINESSES (CONTINUED)
    The following unaudited pro forma results of operations gives effect to the
acquisition of Biochrom as if it had occurred at the beginning of fiscal 1997
(the effect of the other acquisitions are considered insignificant). Such pro
forma information reflects certain adjustments including amortization of
goodwill, interest expense, income tax effect and an increase in the number of
weighted average shares outstanding. The pro forma information does not
necessarily reflect the results of operations that would have occurred had the
acquisition taken place as described and is not necessarily indicative of
results that may be obtained in the future.
 

<TABLE>
<CAPTION>
                                                             YEARS ENDED
                                                     ---------------------------
                                                     DECEMBER 31,   DECEMBER 31,
                                                         1997           1998
                                                     ------------   ------------
                                                             (UNAUDITED)
<S>                                                  <C>            <C>
Pro forma revenues.................................  $25,749,465    $23,942,973
                                                     ===========    ===========
Pro forma net earnings (loss)......................  $ 1,362,399    $  (120,186)
                                                     ===========    ===========
Pro forma basic net earnings (loss) per share:
  Basic............................................  $      3.30    $     (0.85)
                                                     ===========    ===========
  Diluted..........................................  $      1.48    $     (0.85)
                                                     ===========    ===========
Pro forma weighted average common shares:
  Basic............................................      375,773        284,050
                                                     ===========    ===========
  Diluted..........................................      915,389        284,050
                                                     ===========    ===========
</TABLE>

 
(4)  INVENTORIES
 
    Inventories consist of the following:
 

<TABLE>
<CAPTION>
                                           DECEMBER 31,   DECEMBER 31,    JUNE 30,
                                               1998           1999          2000
                                           ------------   ------------   -----------
                                                                         (UNAUDITED)
<S>                                        <C>            <C>            <C>
Finished goods...........................   $  686,555     $  857,202    $1,080,789
Work in process..........................      335,150        359,505       458,594
Raw materials............................      634,613      1,632,963     1,779,908
                                            ----------     ----------    ----------
                                            $1,656,318     $2,849,670    $3,319,291
                                            ==========     ==========    ==========
</TABLE>

 
                                      F-12

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 1998
 
(5)  PROPERTY, PLANT AND EQUIPMENT
 
    Property, plant and equipment consists of the following:
 

<TABLE>
<CAPTION>
                                           DECEMBER 31,   DECEMBER 31,    JUNE 30,
                                               1998           1999          2000
                                           ------------   ------------   -----------
                                                                         (UNAUDITED)
<S>                                        <C>            <C>            <C>
Land and buildings.......................   $  654,172     $  636,250    $  597,640
Machinery and equipment..................      126,891        726,933       795,408
Computer equipment.......................      103,218        378,400       388,816
Furniture and fixtures...................      234,882        326,978       336,583
Automobiles..............................      190,354        123,113       124,005
                                            ----------     ----------    ----------
                                             1,309,517      2,191,674     2,242,451
Less accumulated depreciation............     (339,612)      (631,752)     (770,263)
                                            ----------     ----------    ----------
                                            $  969,905     $1,559,922    $1,472,188
                                            ==========     ==========    ==========
</TABLE>

 
(6)  SHORT-TERM DEBT
 
    At December 31, 1999 and 1998, short-term debt consisted of an amount
outstanding under a bank line of credit that is secured by a first priority
security interest in all assets of the Company and a pledge of 65% of the
capital stock of the Company's subsidiaries. Interest on the line of credit is
payable monthly, in arrears, at the related bank's "base rate" plus 1% (9.5% and
8.75% at December 31, 1999 and 1998, respectively). Borrowings under the line of
credit are limited to an available amount determined by an accounts receivable
and inventory based formula, $3,750,000 and $2,000,000 at December 31, 1999 and
1998, respectively. This line of credit matured on January 29, 2000 and was
subsequently extended until 2002. At December 31, 1999 and 1998, borrowings
under the line of credit were $2,200,000 and $700,000, respectively.
 
    At December 31, 1998, short-term debt also included a note from the same
bank in the amount of $350,000 with interest payable monthly, in arrears at the
bank's "base rate" plus 1.5% (9.25%). This debt was rolled into long-term debt
on March 2, 1999 as part of the financing arrangement to acquire Biochrom in
March 1999, (see notes 3 and 7).
 
                                      F-13

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 1998
 
(7)  LONG-TERM DEBT
 
    Long-term debt consists of the following:
 

<TABLE>
<CAPTION>
                                          DECEMBER 31,   DECEMBER 31,    JUNE 30,
                                              1998           1999          2000
                                          ------------   ------------   -----------
                                                                        (UNAUDITED)
<S>                                       <C>            <C>            <C>
Subordinated debentures, at 13%, payable
  in quarterly installments through
  March 15, 2003........................    $787,500      $  727,500    $   677,500
Notes payable...........................          --       5,125,000      4,812,502
Capital lease obligations (note 10).....      41,355          14,614         11,191
                                            --------      ----------    -----------
                                             828,855       5,867,114      5,501,193
Less current installments...............    (190,389)       (794,173)      (969,246)
                                            --------      ----------    -----------
                                            $638,466      $5,072,941    $ 4,531,947
                                            ========      ==========    ===========
</TABLE>

 
    On March 2, 1999, the Company entered into two loan agreements with two
banks to borrow up to $5.5 million. The purpose of the loan agreements was to
partially finance the acquisition of Biochrom (see note 3). Principal and
interest are being paid in quarterly installments, with the final payment due in
January 2002. The interest rate is determined by one of the banks base rate plus
1%, (9.5% at December 31, 1999). The loans are secured by substantially all of
the Company's assets. The loan agreements contain covenants relating to net
income, debt service coverage and cash flow coverage. At December 31, 1999, the
Company was in compliance with all of its covenants.
 
    Financing costs of $221,074 were incurred in 1999. These costs were
capitalized and are being amortized over the term of the loans. Amortization
expense was $63,442 in 1999.
 
    Aggregate annual principal payments on all long-term debt, excluding capital
lease obligations, for the next five years and thereafter at December 31, 1999
are as follows:
 

<TABLE>
<S>                                                           <C>
2000........................................................  $  787,502
2001........................................................   1,137,502
2002........................................................   3,699,996
2003........................................................     227,500
Thereafter..................................................          --
                                                              ----------
                                                              $5,852,500
                                                              ==========
</TABLE>

 
(8)  CONVERTIBLE AND REDEEMABLE PREFERRED STOCK
 
    During 1999, 48,500 shares of Series B convertible and redeemable preferred
stock were issued to partially finance the acquisition of Biochrom (note 3). The
net proceeds from this issuance were $925,174. The Company's Series B
convertible redeemable preferred stock has a dividend preference over the
Series A preferred stock, and as a result, no dividends shall be paid in respect
of shares of Series A preferred stock unless all accrued dividends that become
payable in respect of Series B preferred stock have been paid. The Series B
redeemable convertible preferred stock is convertible at
 
                                      F-14

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 1998
 
(8)  CONVERTIBLE AND REDEEMABLE PREFERRED STOCK (CONTINUED)
the option of the holder, at any time, into shares of common stock of the
Company at an initial conversion rate of one share of common stock for each
share of Series B redeemable convertible preferred stock, subject to adjustment
for subdivision of Series B preferred stock or any issuance of additional shares
of Series B preferred stock.
 
    Redeemable preferred Series A stock pays quarterly cumulative dividends in
arrears at a rate of approximately $.26 per share. On March 3, 2000, convertible
and redeemable preferred "B" stock starts to accrue dividends at a rate of $1.44
that will be payable a year in arrears on March 3, 2001, and thereafter
quarterly in arrears.
 
    In the event of any liquidation of the Company, the holders of the Company's
redeemable preferred stock are entitled to be paid from the assets available for
distribution to holders of the Company's capital stock $2,500,000, plus any
related dividends that are accrued but unpaid at such time, prior to other stock
distributions.
 
    Mandatory redemption requirements for the preferred stock are as follows:
 

<TABLE>
<CAPTION>
                                                        SERIES "A"     SERIES "B"
                                                       ------------   ------------
<S>                                                    <C>            <C>
March 15, 2002.......................................   $  500,000     $  333,320
March 15, 2003.......................................      500,000        333,320
March 15, 2004.......................................      500,000        333,320
                                                        ----------     ----------
                                                        $1,500,000     $1,000,000
                                                        ==========     ==========
</TABLE>

 
(9)  COMMON STOCK WARRANTS
 
    At December 31, 1999 and 1998, there were outstanding 431,756 warrants,
which enable the holders to purchase a like amount of the Company's common stock
for $.01 per share. The warrants were issued in connection with the issuance of
Series A redeemable preferred stock (306,774 warrants) and subordinated
debentures (124,982 warrants) that occurred on March 15, 1996.
 
    Commencing on March 15, 2002, the holders of the warrants may at any time
require the Company to repurchase the warrants, or any common shares previously
acquired from exercise of the warrants, for their fair market value as
determined in good faith by the Company's board of directors. Such repurchase
price would be repaid in 12 equal quarterly installments beginning on the first
business day of the month following the surrender of the warrants or applicable
shares of common stock. In 1999, 1998, 1997, and for the six months ended
June 30, 2000 and 1999, $29,694,019, $1,379,460, $116,574, $67,526,638 and
$7,402,457, respectively, has been recorded as interest expense to accrue the
estimated amount of this potential liability in accordance with EITF 96-13,
ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO AND POTENTIALLY
SETTLED IN, A COMPANY'S OWN STOCK. Future changes in the fair value of common
stock warrants will also be recorded as interest expense.
 
                                      F-15

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                           DECEMBER 31, 1999 AND 1998
 
(10)  LEASES
 
    The Company leases automobiles under various leases that are classified as
capital leases. The carrying value of automobiles under capital leases at
December 31, 1999 and 1998 was $14,532 and $40,795, respectively, which is net
of $68,602 and $76,352, respectively, of accumulated depreciation.
 
    The Company has noncancelable operating leases for office and warehouse
space expiring at various dates through 2009. Rent expense for 1999, 1998 and
1997 was approximately $484,000, $134,000 and $151,262, respectively.
 
    Future minimum lease payments for both capital and operating leases, with
initial or remaining terms in excess of one year at December 31, 1999, are as
follows:
 

<TABLE>
<CAPTION>
                                                         CAPITAL    OPERATING
                                                          LEASES      LEASES
                                                         --------   ----------
<S>                                                      <C>        <C>
2000...................................................  $ 7,879    $  590,094
2001...................................................    7,234       586,004
2002...................................................    1,157       495,156
2003...................................................       --       451,629
2004 and thereafter....................................       --     2,275,964
                                                         -------    ----------
  Net minimum lease payments...........................   16,270    $4,398,847
                                                                    ==========
Less amount representing interest......................    1,656
                                                         -------
Present value of net minimum lease payments............  $14,614
                                                         -------
</TABLE>

 
(11)  RELATED PARTY TRANSACTIONS
 
    The Company pays an annual consulting fee to a former stockholder who serves
on its board of directors and, by written agreement, provides no less than five
days of consulting services each month. The agreement expires on March 15, 2001
or at the time of any initial public offering of the Company's stock or other
sale of a material portion of the Company's stock or assets, if such a
transaction occurs before that date. The related consulting expense amounted to
$258,437, $262,040 and $268,030 for the years ended December 31, 1999, 1998 and
1997, respectively.
 
(12)  EMPLOYEE BENEFIT PLANS
 
    The Company sponsors a profit sharing retirement plan for its U.S.
employees, which includes an employee savings plan established under
Section 401(k) of the U.S. Internal Revenue Code. The plan covers substantially
all full-time employees who meet certain eligibility requirements. Contributions
to the profit sharing retirement plan are at the discretion of management.
During the years ended December 31, 1999, 1998 and 1997, the Company contributed
approximately $67,000, $41,000 and $27,000, respectively, to the plan.
 
    Certain of the Company's subsidiaries in the United Kingdom (UK), Harvard
Apparatus Limited, and Biochrom Limited maintain contributory, defined benefit
pension plans for substantially all of their employees.
 
                                      F-16

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 1998
 
(12)  EMPLOYEE BENEFIT PLANS (CONTINUED)
    The components of the Company's pension expense, primarily for Biochrom, for
the year ended December 31, 1999 follow:
 

<TABLE>
<S>                                                           <C>
Components of net periodic benefit cost:
  Service cost..............................................  $ 288,640
  Interest cost.............................................    250,437
  Expected return on plan assets............................   (364,684)
  Net amortization gain.....................................      6,965
                                                              ---------
    Net periodic benefit cost...............................  $ 181,358
                                                              =========
</TABLE>

 
    The funded status of the Company's defined benefit pension plans and the
amount recognized in the balance sheet at December 31, 1999 follow:
 

<TABLE>
<S>                                                           <C>
Change in benefit obligation:
  Balance at beginning of year..............................  $1,215,000
  Acquisitions..............................................   4,848,552
  Service cost..............................................     288,640
  Interest cost.............................................     250,437
  Participants' contributions...............................      60,745
  Actuarial gain............................................    (824,672)
  Net amortization gain.....................................       9,299
                                                              ----------
    Balance at end of year..................................   5,848,001
                                                              ----------
 
Change in fair value of plan assets:
  Balance at beginning of year..............................   1,158,138
  Acquisitions..............................................   5,231,470
  Actual return on plan assets..............................     440,606
  Participants' contributions...............................      60,745
  Employer contributions....................................     180,985
  Benefits paid.............................................       9,299
                                                              ----------
    Balance at end of year..................................   7,081,243
                                                              ----------
Funded status:
  Plan assets greater than benefit obligation...............   1,233,242
  Unrecognized gain.........................................    (881,299)
                                                              ----------
    Prepaid pension expense in consolidated balance sheet...  $  351,943
                                                              ==========
</TABLE>

 
                                      F-17

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 1998
 
(12)  EMPLOYEE BENEFIT PLANS (CONTINUED)
    The weighted average assumptions used in determining the net pension cost
for the Company's plans follows:
 

<TABLE>
<S>                                                           <C>
Weighted average assumptions:
  Discount rate.............................................  5.5%
  Expected return on assets.................................  7.0-8.0%
  Rate of compensation increase.............................  3.8-4.0%
</TABLE>

 
(13)  INCOME TAXES
 
    The significant components of the Company's deferred tax assets and
liabilities at December 31, 1999 and 1998 are as follows:
 

<TABLE>
<CAPTION>
                                                                1998        1999
                                                              --------   ----------
<S>                                                           <C>        <C>
Deferred tax assets:
  Accounts receivable.......................................  $     --   $   31,755
  Inventory.................................................   111,676      129,097
  Operating loss carryforward...............................    28,182       34,417
  Accrued expenses..........................................   (14,940)   1,196,068
  Goodwill..................................................        --       37,679
  Catalog costs.............................................        --        8,503
                                                              --------   ----------
Total deferred tax assets...................................   124,918    1,437,789
                                                              --------   ----------
Deferred tax liabilities:
  Catalog costs.............................................    24,524           --
  Pension fund asset........................................    15,051       18,461
  Property, plant and equipment.............................    22,323       42,632
  Other.....................................................       497        4,695
                                                              --------   ----------
Total deferred tax liabilities..............................    62,125       65,788
                                                              --------   ----------
Net deferred tax assets.....................................  $ 62,793   $1,372,001
                                                              ========   ==========
</TABLE>

 
    In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. Based upon the level of historical taxable income
and projections for future taxable income over the periods during which deferred
tax assets are deductible, management believes it is more likely than not that
the Company will realize the benefits of these deductible differences.
 
                                      F-18

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 1998
 
(13)  INCOME TAXES (CONTINUED)
    Income tax expense is based on the following pre-tax income (loss) for the
years ended December 31, 1999, 1998 and 1997:
 

<TABLE>
<CAPTION>
                                              1997        1998         1999
                                           ----------   --------   ------------
<S>                                        <C>          <C>        <C>
Domestic.................................  $1,253,916   $115,418   $(32,040,219)
Foreign..................................     535,621    738,916      2,757,782
                                           ----------   --------   ------------
                                           $1,789,537   $854,334   $(29,282,437)
                                           ==========   ========   ============
</TABLE>

 
    Income tax expense (benefit) for the years ended December 31, 1999, 1998 and
1997 consisted of:
 

<TABLE>
<CAPTION>
                                               1997        1998        1999
                                             ---------   --------   -----------
<S>                                          <C>         <C>        <C>
Current income tax expense:
  Federal and state........................  $ 584,239   $579,152   $   403,149
  Foreign..................................    208,103    214,112     1,043,539
                                             ---------   --------   -----------
                                               792,342    793,264     1,446,688
                                             ---------   --------   -----------
Deferred income tax (benefit) expense:
  Federal and state........................    (56,939)   (19,380)   (1,239,119)
  Foreign..................................    (53,074)     9,308       (70,089)
                                             ---------   --------   -----------
                                              (110,013)   (10,072)   (1,309,208)
                                             ---------   --------   -----------
    Total income tax expense...............  $ 682,329   $783,192   $   137,480
                                             =========   ========   ===========
</TABLE>

 
    Income tax expense for the years ended December 31, 1999, 1998 and 1997
differed from the amount computed by applying the U.S. federal income tax rate
of 34% to pretax income as a result of the following:
 

<TABLE>
<CAPTION>
                                               1997       1998         1999
                                             --------   --------   ------------
<S>                                          <C>        <C>        <C>
Computed "expected" income tax (benefit)
  expense..................................  $608,443   $290,474   $ (9,956,029)
Increase (decrease) in income taxes
  resulting from:
  Foreign tax rate and regulation
    differential...........................    (3,625)   (27,811)        35,804
  State income taxes, net of federal income
    tax benefit............................    73,757     86,068         (7,473)
  Interest expense (common stock
    warrants)..............................    39,564    469,002     10,095,966
  Foreign Subsidiary Corporation tax
    benefit................................        --    (27,804)       (28,761)
  Other....................................     9,220     (6,737)        (2,027)
  Decrease in deferred tax valuation
    allowance..............................   (45,030)        --             --
                                             --------   --------   ------------
    Total..................................  $682,329   $783,192   $    137,480
                                             ========   ========   ============
</TABLE>

 
                                      F-19

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 1998
 
(13)  INCOME TAXES (CONTINUED)
    Undistributed earnings of the Company's foreign subsidiaries amounted to
approximately $3,185,000 and $1,565,000 at December 31, 1999 and 1998,
respectively. Those earnings are considered to be indefinitely reinvested and,
accordingly, no related provision for U.S federal and state income taxes has
been provided. Upon distribution of those earnings in the form of dividends or
otherwise, the Company will be subject to both U.S. income taxes (subject to an
adjustment for foreign tax credits) and withholding taxes in the various foreign
countries.
 
(14)  STOCK OPTION PLAN
 
    The Company has adopted a stock option plan (the "Plan") pursuant to which
the Company's Board of Directors may grant stock options to employees. The Plan
authorizes grants of options to purchase up to 206,620 shares of authorized but
unissued stock.
 
    For years ended December 31, 1999 and 1998, 56,810 and 56,810 "Incentive
Stock Options," and 91,948 and 45,448 "Non-qualified Stock Options" had been
granted to employees, respectively. The Incentive Stock Options become fully
vested over a four year period, on a pro rata basis. The Non-qualified Stock
Options granted prior to 1999 only become vested if, prior to the end of the
year 2000: a sale of substantially all of the Company's assets or capital stock
occurs; an initial public offering of the Company's common stock at a net price
of not less than $28 per share; or the fair market value of the Company's common
stock is otherwise determined to be, on a fully diluted basis, not less than $28
per common share. For options granted under the non-qualified plan during 1999,
the options are vested and exercisable upon either (i) the sale of all or
substantially all of the assets or capital stock of the Company for an actual or
implied price per share of not less than $41.23 or (ii) an initial public
offering of the Company's stock with a price per share of not less than $41.23
and gross proceeds to the Company of at least $15 million.
 
    The following is a summary of stock option activity.
 

<TABLE>
<CAPTION>
                                                        EMPLOYEE STOCK OPTIONS
                                                    ------------------------------
                                                      OPTIONS     WEIGHTED AVERAGE
                                                    OUTSTANDING    EXERCISE PRICE
                                                    -----------   ----------------
<S>                                                 <C>           <C>
Balance at December 31, 1996......................     96,577          $ 0.01
  Options granted.................................      5,681            0.29
                                                      -------          ------
Balance at December 31, 1997......................    102,258            0.03
  Options granted.................................         --              --
                                                      -------          ------
Balance at December 31, 1998......................    102,258            0.03
  Options granted.................................     46,500           20.62
                                                      -------          ------
Balance at December 31, 1999......................    148,758          $ 6.46
                                                      =======          ======
</TABLE>

 
    During 1999, 1998 and 1997, there were no other additional options
exercised, canceled, expired or forfeited, or changes in any option terms,
including exercise prices.
 
                                      F-20

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                           DECEMBER 31, 1999 AND 1998
 
(14)  STOCK OPTION PLAN (CONTINUED)
 
    The weighted-average fair value of options granted during fiscal 1999 and
1997 was $20.62 and $0.29, respectively. No options were granted during 1998.
 
    The following is a summary of information relating to stock options
outstanding at December 31, 1999:
 

<TABLE>
<CAPTION>
                                   OPTIONS OUTSTANDING                   OPTIONS EXERCISABLE
                      ---------------------------------------------   -------------------------
                          NUMBER                           WEIGHTED       NUMBER       WEIGHTED
                      OUTSTANDING AT       WEIGHTED-       AVERAGE    EXERCISABLE AT   AVERAGE
     RANGE OF          DECEMBER 31,    AVERAGE REMAINING   EXERCISE    DECEMBER 31,    EXERCISE
  EXERCISE PRICE           1999        CONTRACTUAL LIFE     PRICE          1999         PRICE
-------------------   --------------   -----------------   --------   --------------   --------
<C>                   <C>              <S>                 <C>        <C>              <C>
$       0.01-$ 0.29      102,258         6.2 years          $ 0.03         41,186       $0.03
$       0.30-$20.62       46,500         9.2 years           20.62             --          --
-------------------      -------           ---------        ------       --------       -----
$       0.01-$20.62      148,758         7.2 years          $ 6.46         41,186       $0.03
</TABLE>

 
    The Company applies APB Opinion No. 25 in accounting for the Plan. APB
No. 25 requires no recognition of compensation expense for the Company's
"Incentive Stock Option" awards, because as of the date of grant the exercise
price was equal to the estimated fair market value of the Company's common stock
and the number of options granted was fixed. The Company's "Non-qualified Stock
Option" awards are considered variable awards as the number of shares to be
acquired by the employees is indeterminable at the date of grant. Accordingly,
in 1999 and for the six months ended June 30, 1999 the Company has recognized
compensation expense of $3,283,164 and $937,138, respectively on the
non-qualified Stock Options granted prior to 1999. At December 31, 1999, all
non-qualified stock options granted prior to 1999 were fully vested. Additional
compensation expense will be recognized for the 1999 non-qualified stock options
in the event that the options become fully vested. Had the Company determined
compensation cost based on the fair value of the options at the grant date, as
is permitted by SFAS No. 123, the Company's net income would have been as
follows:
 

<TABLE>
<CAPTION>
                                                                        YEARS ENDED
                                                         ------------------------------------------
                                                         DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                             1997           1998           1999
                                                         ------------   ------------   ------------
<S>                                                      <C>            <C>            <C>
Net income (loss) as reported..........................   $1,107,208       $71,142     $(29,419,917)
                                                          ==========       =======     ============
Pro forma net income (loss)............................   $1,106,988       $70,922     $(26,922,672)
                                                          ==========       =======     ============
Basic net income (loss) per share......................   $     2.62       $ (0.18)    $    (104.00)
                                                          ==========       =======     ============
Pro forma basic net income (loss) per share............   $     2.62       $ (0.18)    $     (95.21)
                                                          ==========       =======     ============
Diluted net income (loss) per share....................   $     1.27       $ (0.18)    $    (104.00)
                                                          ==========       =======     ============
Diluted pro forma net income (loss) per share..........   $     1.27       $ (0.18)    $     (95.21)
                                                          ==========       =======     ============
</TABLE>

 
                                      F-21

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 1998
 
(14)  STOCK OPTION PLAN (CONTINUED)
    The fair value of each option grant for the Company's plans is estimated on
the date of the grant using the Black-Scholes option pricing model, with the
following weighted average assumptions used for grants in 1999 and 1997. There
were no grants of options in 1998.
 

<TABLE>
<CAPTION>
                                                               1997       1999
                                                             --------   --------
<S>                                                          <C>        <C>
Risk free interest rates...................................  6.4%       5.6%
Expected option lives......................................  7 years    7 years
Expected volatilities......................................  0%         0%
Expected dividend yields...................................  0%         0%
</TABLE>

 
(15)  SEGMENT AND RELATED INFORMATION
 
    The Company operates in one significant business segment.
 
    Revenues by geographic area consists of the following:
 

<TABLE>
<CAPTION>
                                               YEARS ENDED                       SIX MONTHS ENDED
                                ------------------------------------------   -------------------------
                                DECEMBER 31,   DECEMBER 31,   DECEMBER 31,    JUNE 30,      JUNE 30,
                                    1997           1998           1999          1999          2000
                                ------------   ------------   ------------   -----------   -----------
                                                                                    (UNAUDITED)
<S>                             <C>            <C>            <C>            <C>           <C>
United States.................  $ 5,853,551    $ 7,347,907    $ 8,169,470    $ 4,190,141   $ 4,257,666
Canada and Europe.............    5,610,606      4,806,118     18,008,344      7,343,022    10,199,937
                                -----------    -----------    -----------    -----------   -----------
                                $11,464,157    $12,154,025    $26,177,814    $11,533,163   $14,457,603
                                ===========    ===========    ===========    ===========   ===========
</TABLE>

 
    Long lived assets by geographic area consists of the following:
 

<TABLE>
<CAPTION>
                                           DECEMBER 31,   DECEMBER 31,    JUNE 30,
                                               1998           1999          2000
                                           ------------   ------------   -----------
                                                                         (UNAUDITED)
<S>                                        <C>            <C>            <C>
United States............................    $260,977      $  307,286    $  288,834
Canada and Europe........................     708,928       1,252,636     1,183,354
                                             --------      ----------    ----------
                                             $969,905      $1,559,922    $1,472,188
                                             ========      ==========    ==========
</TABLE>

 
(16)  INCOME (LOSS) PER SHARE
 
    Basic income (loss) per share is based upon net income less dividends on
preferred stock divided by the weighted average common shares outstanding during
each year. The calculation of diluted net income (loss) per share assumes
conversion of convertible preferred stock, stock options and common stock
warrants into common stock, and also adjusts net income (loss) for the effect of
converting
 
                                      F-22

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 1998
 
(16)  INCOME (LOSS) PER SHARE (CONTINUED)
convertible preferred stock and common stock warrants into common stock. Net
income (loss) and shares used to compute net income per share, basic and
diluted, are reconciled below:
 

<TABLE>
<CAPTION>
                                               YEARS ENDED                        SIX MONTHS ENDED
                                ------------------------------------------   --------------------------
                                DECEMBER 31,   DECEMBER 31,   DECEMBER 31,    JUNE 30,         2000
                                    1997           1998           1999          1999         JUNE 30,
                                ------------   ------------   ------------   -----------   ------------
                                                                                    (UNAUDITED)
<S>                             <C>            <C>            <C>            <C>           <C>
Net income (loss) as
  reported....................   $1,107,208      $  71,142    $(29,419,917)  $(6,836,241)  $(66,586,244)
Less preferred stock
  dividends...................     (121,668)      (121,666)       (121,666)      (60,333)       (83,995)
                                 ----------      ---------    ------------   -----------   ------------
Net income (loss) available to
  common shareholders.........      985,540        (50,524)    (29,541,583)   (6,896,574)   (66,670,239)
Effect of dilutive securities:
  Common stock warrants.......      116,574             --              --            --             --
                                 ----------      ---------    ------------   -----------   ------------
Net income (loss), assuming
  dilution....................   $1,102,114      $ (50,524)   $(29,541,583)  $(6,896,574)  $(66,670,239)
                                 ==========      =========    ============   ===========   ============
Weighted average common shares
  outstanding during the
  year........................      375,773        284,050         284,050       284,050        316,488
Effect of dilutive securities:
  Common stock warrants.......      431,756             --              --            --             --
  Common stock options........       59,810             --              --            --             --
                                 ----------      ---------    ------------   -----------   ------------
                                    867,339        284,050         284,050       284,050        316,488
                                 ==========      =========    ============   ===========   ============
</TABLE>

 
    For the years ended December 31, 1999 and 1998, and for the six months ended
June 30, 2000 and June 30, 1999, common equivalent shares of 577,276, 491,566,
552,849 and 523,544, respectively, resulting from stock options and warrants
were not included in the computation of diluted earnings per share because to do
so would have been antidilutive.
 
(17)  PREPAID EXPENSES
 
    Prepaid expenses consist of:
 

<TABLE>
<CAPTION>
                                            DECEMBER 31,   DECEMBER 31,    JUNE 30,
                                                1998           1999          2000
                                            ------------   ------------   -----------
                                                                          (UNAUDITED)
<S>                                         <C>            <C>            <C>
Prepaid consulting services (note 11).....    $     --       $     --      $155,658
Other.....................................     202,916        593,348       500,020
                                              --------       --------      --------
                                              $202,916       $593,348      $655,678
                                              ========       ========      ========
</TABLE>

 
                                      F-23

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 1998
 
(18)  ACCRUED EXPENSES
 
    Accrued expenses consist of:
 

<TABLE>
<CAPTION>
                                            DECEMBER 31,   DECEMBER 31,    JUNE 30,
                                                1998           1999          2000
                                            ------------   ------------   -----------
                                                                          (UNAUDITED)
<S>                                         <C>            <C>            <C>
Accrued compensation and payroll..........    $392,066      $  736,021     $309,383
Accrued interest..........................       8,062         158,101      114,566
Accrued legal and professional fees.......     128,812         251,926      149,599
Other.....................................      57,349         253,475      386,514
                                              --------      ----------     --------
                                              $586,289      $1,399,523     $960,062
                                              ========      ==========     ========
</TABLE>

 
(19)  CONTINGENCIES
 
    The Company is subject to legal proceedings and claims arising out of its
normal course of business. Management after review and consultation with
counsel, considers that amounts accrued for in connection therewith are
adequate.
 
(20)  CONCENTRATION OF CREDIT RISK
 
    One commercial customer accounted for 44% of revenues for the year ended
December 31, 1999 and 40% and 38% for the six months ended June 30, 2000 and
1999, respectively. At June 30, 2000 and December 31, 1999, one customer
accounted for 42% and 48% of accounts receivable, respectively.
 
(21)  SUBSEQUENT EVENT (UNAUDITED)
 
    On July 14, 2000, the Company acquired substantially all of the assets of
AmiKa Corporation, for cash consideration of $3 million. The acquisition will be
accounted for by the purchase method of accounting.
 
                                      F-24

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
                                    FORMERLY
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                            REPORT OF THE DIRECTORS
 
                     FOR THE YEAR ENDED 31ST DECEMBER 1998
 
The Directors present their report and the audited financial statements for the
year ended 31st December 1998.
 
TRADING RESULTS FOR THE YEAR AND OUTLOOK
 
    The trading results for the year are set out on page F-29 of the accounts.
The year was satisfactory.
 
    Following the Company's disposal of the majority of its net assets on the
26th February 1999, (note 23), the Company will cease to trade.
 
PRINCIPAL ACTIVITIES
 
    During the year the Company developed, manufactured and marketed scientific
instruments and associated chemicals.
 
DIRECTORS
 
    The Directors throughout the year were as listed below. None of the
Directors holds any beneficial interest in the share capital of the Company.
 

<TABLE>
<S>              <C>        <C>        <C>        <C>
W.B. Brown       --         Managing   Resigned   01/03/99
J.G. Lee         --                    Joined     23/12/98
K.T. Krzywicki   --                    Joined     23/12/98
</TABLE>

 
YEAR 2000 AND EUROPEAN MONETARY UNION
 
    As the Company ceased to trade on the 26th February 1999 the directors are
satisfied that there are no risks associated with the impact of the Year 2000
date change or European Monetary Union.
 
RESEARCH AND DEVELOPMENT
 
    It is the Company's policy to carry out research and development to develop
products in the fields of spectrophotometry and amino acid analysis. Our
objective is the rapid creation of products utilising Biochrom's strengths in
electronic, software, optical and mechanical design plus production skills.
 
    Expenditure on research and development is set out in the profit and loss
accounts on page F-29.
 
CLOSE COMPANY PROVISIONS
 
    As far as the Directors are aware the close company provisions of the Income
and Corporation Taxes Act 1988 as amended do not apply to the Company. There has
been no change in this respect since the end of the financial year.
 
POST BALANCE SHEET EVENT
 
    Effective 26th February 1999, the Company sold the majority of its net
assets to Biochrom Limited.
 
    (See note 23).
 
                                      F-25

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
                                    FORMERLY
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                            REPORT OF THE DIRECTORS
 
                     FOR THE YEAR ENDED 31ST DECEMBER 1998
 
AUDITORS
 
    Our auditors, Coopers & Lybrand, merged with Price Waterhouse on 1
July 1998, following which Coopers & Lybrand resigned and the directors
appointed the new firm, PricewaterhouseCoopers, as auditors.
 
    A resolution to reappoint PricewaterhouseCoopers as auditors to the company
will be proposed at the annual general meeting.
 
BY ORDER OF THE BOARD
 
J.G. LEE
DIRECTOR
 
                                      F-26

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                         YEAR ENDED 31ST DECEMBER 1998
 
STATEMENT OF DIRECTORS' RESPONSIBILITIES
 
    Company law requires the directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
company and of the profit or loss of the company for that period. In preparing
these financial statements, the directors are required to:
 
    * Select suitable accounting policies and then apply them consistently;
 
    * Make judgements and estimates that are reasonable and prudent;
 
    * State whether applicable accounting standards have been followed, subject
      to any material departures disclosed and explained in the financial
      statements;
 
    * Prepare the financial statements on the going concern basis unless it is
      inappropriate to presume that the company will continue in business.
 
    The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. They are also responsible for safeguarding the assets of
the company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
 
BY ORDER OF THE BOARD
 
        /s/ J.G. Lee
----------------------------    Director
 
        9 April 1999
----------------------------    Date
 
                                      F-27

<PAGE>
                    REPORT OF THE AUDITORS TO THE MEMBERS OF
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
 
                      REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Directors of Pharmacia & Upjohn (Cambridge) Limited:
 
    In our opinion, the accompanying balance sheet, profit and loss account and
statement of cash flows present fairly, in all material respects, the financial
position of Pharmacia & Upjohn (Cambridge) Limited as at 31 December 1997 and
1998 and the profit and loss accounts and cash flows for the years ended
31 December 1997 and 1998 in conformity with generally accepted accounting
principles in the United Kingdom, which differ in certain respects from those
accepted in the United States (see note 24 to the financial statements).
 
    These financial statements are the responsibility of Pharmacia & Upjohn
(Cambridge) Limited's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
 
    We conducted our audit of these statements in accordance with generally
accepted auditing standards in the United Kingdom and the United States. These
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management and
evaluating the overall financial statements presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
 
PRICEWATERHOUSECOOPERS
Chartered Accountants and Registered Auditors
Cambridge, England
February 26, 1998 (year ended December 31, 1997)
and April 9, 1999 (year ended December 31, 1998),
except for Note 24, which is as of September 15, 2000.
 
                                      F-28

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
                                    FORMERLY
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
                            PROFIT AND LOSS ACCOUNT
                         YEAR ENDED 31ST DECEMBER 1998
 

<TABLE>
<CAPTION>
                                                              1998                           1997
                                                    ------------------------   --------------------------------
                                          NOTES         L             L            L                 L
                                         --------   ----------   -----------   ----------   -------------------
<S>                                      <C>        <C>          <C>           <C>          <C>
TURNOVER...............................     2                      7,101,776                          8,699,944
Cost of sales..........................                           (5,160,296)                        (6,252,278)
                                                                 -----------                -------------------
GROSS PROFIT...........................                            1,941,480                          2,447,666
Distribution costs.....................               (457,939)                  (421,254)
Administration costs...................               (604,918)                  (493,374)
Research and Development costs.........               (395,569)                  (418,000)
                                                    ----------                 ----------
                                                    (1,458,426)                (1,332,628)
Other operating income.................     4           48,808                     61,019
                                                    ----------                 ----------
NET OPERATING EXPENSES.................                           (1,409,618)                        (1,271,609)
                                                                 -----------                -------------------
OPERATING PROFIT.......................     3                        531,862                          1,176,057
Interest receivable....................     5                         83,095                            114,392
                                                                 -----------                -------------------
PROFIT ON ORDINARY ACTIVITIES BEFORE
  TAXATION.............................                              614,957                          1,290,449
Tax on profit on ordinary activities...     6                       (194,935)                          (444,323)
                                                                 -----------                -------------------
PROFIT FOR THE YEAR....................                              420,022                            846,126
Dividend Paid Net......................                                   --                         (2,349,827)
                                                                 -----------                -------------------
PROFIT(LOSS) RETAINED FOR THE YEAR.....                             L420,022                        L(1,503,701)
                                                                 ===========                ===================
</TABLE>

 
Reserves statement see note 15
 
All activities are discontinued (note 23).
 
    The company has no recognised gains and losses other than those included in
the profits above, and therefore no separate statement of total recognised gains
and losses has been presented.
 
    There is no difference between the profit on ordinary activities before
taxation and the retained profit for the year stated above and historical cost
equivalents.
 
                                      F-29

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                                 BALANCE SHEET
 
                               31ST DECEMBER 1998
 

<TABLE>
<CAPTION>
                                                                    1998                             1997
                                                       ------------------------------   ------------------------------
                                             NOTES         L               L                L               L
                                            --------   ---------   ------------------   ---------   ------------------
<S>                                         <C>        <C>         <C>                  <C>         <C>
FIXED ASSETS
Tangible assets...........................    9                               415,900                          455,504
 
CURRENT ASSETS
Stock.....................................   10          636,556                          706,141
Debtors...................................   11        1,603,559                        1,537,499
Cash at bank and in hand..................             1,545,230                        1,026,766
                                                       ---------                        ---------
                                                       3,785,345                        3,270,406
CREDITORS: Amounts falling due within one
  year....................................   12          888,747                          804,784
                                                       ---------                        ---------
 
NET CURRENT ASSETS........................                                  2,896,598                        2,465,622
                                                                   ------------------               ------------------
 
TOTAL ASSETS LESS CURRENT LIABILITIES.....                                 L3,312,498                       L2,921,126
PROVISIONS FOR LIABILITIES AND CHARGES....   13                                46,350                           75,000
                                                                   ------------------               ------------------
NET ASSETS................................                                 L3,266,148                       L2,846,126
                                                                   ==================               ==================
 
CAPITAL AND RESERVES
Called up share capital...................   14                             2,000,000                        2,000,000
Profit and loss account...................   15                             1,266,148                          846,126
                                                                   ------------------               ------------------
 
EQUITY SHAREHOLDERS' FUNDS................   16                            L3,266,148                       L2,846,126
                                                                   ==================               ==================
</TABLE>

 
    The financial statements on pages F-29 to F-43 were approved by the Board of
Directors on 9 April 1999 and were signed on its behalf by:
 
        /s/ J.G. Lee
----------------------------    Director
 
        9 April 1999
----------------------------    Date
 
                                      F-30

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
           CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST DECEMBER 1998
 

<TABLE>
<CAPTION>
                                                                1998        1997
See note 19                                                   --------   ----------
<S>                                                           <C>        <C>
                                                                 L           L
Operating Activities
Net cash in flow from operating activities..................   742,243    1,355,841
 
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received...........................................    81,764      118,918
                                                              --------   ----------
 
TAXATION
UK Corporation Tax paid.....................................  (160,915)    (576,323)
Advance Corporation Tax paid................................        --     (587,457)
                                                              --------   ----------
                                                              (160,915)  (1,163,780)
                                                              --------   ----------
 
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Purchase of tangible fixed assets...........................  (144,628)    (123,966)
Sale of tangible fixed assets...............................        --          350
                                                              --------   ----------
                                                              (144,628)    (123,616)
                                                              --------   ----------
 
Equity Dividends Paid Net...................................        --   (2,349,827)
                                                              --------   ----------
INCREASE/(DECREASE) IN CASH IN THE PERIOD...................   518,464   (2,162,464)
                                                              ========   ==========
</TABLE>

 
                                      F-31

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                             NOTES TO THE ACCOUNTS
 
                         YEAR ENDED 31ST DECEMBER 1998
 
1. ACCOUNTING POLICIES
 
(a) BASIS OF ACCOUNTING
    Although it is intended that the Company shall cease to trade following the
    sale of its net assets on the 26th February 1999 (note 23), the accounts
    have been prepared on the going concern basis. This is because in the
    directors' opinion there is no material difference between the recoverable
    amounts of the assets and liabilities and their values in the balance sheet.
    The accounts have been prepared on the historical cost basis and in
    accordance with applicable Accounting Standards in the United Kingdom. A
    summary of the more important accounting policies which have been applied
    consistently is set out below:
 
(b) DEPRECIATION OF TANGIBLE FIXED ASSETS
    The cost of fixed assets is their purchase cost, together with any
    incidental costs of acquisition.
 
    Depreciation is calculated using the straight line method to write off the
    fixed assets over their estimated useful lives as follows:-
 

<TABLE>
<S>                                                           <C>        <C>
Leasehold improvements......................................     --        7 years
Plant, machinery, equipment and tooling.....................     --      3-7 years
Computer equipment..........................................     --        5 years
</TABLE>

 
(c) DEFERRED TAXATION
    Provision is made using the liability method for the tax effect of all
    material timing differences between profits computed for taxation purposes
    and those stated in the accounts, except insofar as the timing differences
    are expected to continue for the foreseeable future.
 
(d) FOREIGN CURRENCY
    Assets and liabilities in foreign currencies are translated to sterling at
    the rates of exchange ruling at the end of the financial year. Exchange
    differences resulting from changes in foreign currency rates are written off
    to the profit and loss account.
 
(e) RESEARCH AND DEVELOPMENT EXPENDITURE
    Expenditure on research and development is written off to the profit and
    loss account during the year in which it is incurred.
 
(f) OPERATING LEASES
    Costs in respect of operating leases are charged on a straight line basis in
    arriving at the operating profit.
 
                                      F-32

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                             NOTES TO THE ACCOUNTS
 
                         YEAR ENDED 31ST DECEMBER 1998
 
1. ACCOUNTING POLICIES (CONTINUED)
 

<TABLE>
<S>                                                           <C>        <C>
</TABLE>

 
(g) STOCKS AND WORK IN PROGRESS
    Stocks are stated at the lower of cost and net realisable value. Cost in
    this context includes all attributable costs in getting each item to its
    present location and condition and, for finished goods and work in progress,
    a proportion of attributable overheads based on a normal level of activity.
    Net realisable value is the price at which stock can be sold in the normal
    course of business after allowing for the costs of realisation, and where
    appropriate, the costs of conversion from their existing state to a finished
    condition. Provision is made for obsolete, slow moving and defective stocks.
 
(h) PENSION COSTS
    The Company operates a funded defined benefit pension scheme which is
    contracted out of the state scheme. The fund is valued every three years by
    a professionally qualified independent actuary, the rates of contribution
    payable being determined by the actuary. Pension costs are accounted for on
    the basis of charging the expected cost of providing pensions over the
    period during which the company benefits from the employees' services. The
    effects of variations from regular cost are spread over the expected average
    remaining service lives of members of the scheme.
 
2. TURNOVER
 
    Turnover represents the invoiced value of goods and services supplied during
the year, less trade discounts and trade commissions, excluding Value Added Tax.
 
    Turnover arises from the principal activity of the Company and was derived
from the following geographical areas by destination:
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
Europe...............................................           4,519,415            5,280,673
Asia and Australasia.................................             831,277              978,144
The Americas.........................................           1,693,897            2,301,527
Middle East and Africa...............................              57,187              139,600
                                                       ------------------   ------------------
Turnover is all UK by origin.........................           7,101,776            8,699,944
                                                       ==================   ==================
</TABLE>

 
                                      F-33

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                             NOTES TO THE ACCOUNTS
 
                         YEAR ENDED 31ST DECEMBER 1998
 
3. OPERATING PROFIT
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
Operating profit has been arrived at after charging:-
  Auditors remuneration--audit services..............              22,030               19,350
                     --non audit services............              13,325               15,175
Operating lease rentals:-
  Machinery, equipment and vehicles..................              51,753               58,987
  Premises...........................................             231,333              227,000
  Depreciation.......................................             190,915              212,740
</TABLE>

 
4. OTHER OPERATING INCOME
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
Miscellaneous income.................................              48,808               61,019
                                                       ------------------   ------------------
                                                                  L48,808              L61,019
                                                       ==================   ==================
</TABLE>

 
5. INTEREST RECEIVABLE
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
On bank current account cash balance.................              83,095              114,392
                                                       ------------------   ------------------
                                                                  L83,095             L114,392
                                                       ==================   ==================
</TABLE>

 
6. TAXATION
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
United Kingdom corporation tax at 31%
  Current............................................             193,000              439,000
Under provision in respect of prior years;
  Current............................................               1,935                5,323
                                                       ------------------   ------------------
                                                                 L194,935             L444,323
                                                       ==================   ==================
</TABLE>

 
                                      F-34

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                             NOTES TO THE ACCOUNTS
 
                         YEAR ENDED 31ST DECEMBER 1998
 
7. EMPLOYEES
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                              NO.                  NO.
The average number of employees, (including the
  executive Director) was made up as follows:
  Manufacturing, production and development..........                  48                   48
  Distribution.......................................                   7                    8
  Administration.....................................                   5                    5
                                                       ------------------   ------------------
                                                                       60                   61
                                                       ==================   ==================
                                                               L                    L
Staff costs, including full time working Directors
  amounted to:
  Salaries and bonuses...............................           1,308,728            1,368,189
  National insurance.................................             105,959              107,986
  Pension costs......................................             127,348              118,317
                                                       ------------------   ------------------
                                                               L1,542,035           L1,594,492
                                                       ==================   ==================
</TABLE>

 
8. DIRECTORS` EMOLUMENTS
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
Emoluments of Directors of Pharmacia & Upjohn
  (Cambridge) Limited
  Fees...............................................                  --                   --
  Other emoluments--salary, bonus and benefits in
    kind.............................................              73,705               68,244
                                                       ------------------   ------------------
                                                                   73,705               68,244
                                                       ==================   ==================
</TABLE>

 
    Retirement benefits are accruing to one Director under a defined benefit
scheme (1997:one).
 
                                      F-35

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
9. TANGIBLE FIXED ASSETS
 

<TABLE>
<CAPTION>
                                                                               PLANT
                                                              LEASEHOLD      MACHINERY
                                                 COMPUTER      BUILDING     EQUIPMENT &
                                                 EQUIPMENT   IMPROVEMENTS     TOOLING       TOTAL
                                                 ---------   ------------   -----------   ---------
                                                     L            L              L            L
<S>                                              <C>         <C>            <C>           <C>
COST
At 1st January 1998............................   428,534       227,692      1,263,370    1,919,596
Disposals during year..........................   (45,949)           --        (12,929)     (58,878)
Additions......................................    42,429            --        108,882      151,311
                                                  -------       -------      ---------    ---------
At 31st December 1998..........................   425,014       227,692      1,359,323    2,012,029
                                                  -------       -------      ---------    ---------
DEPRECIATION
At 1st January 1998............................   323,582       203,176        937,334    1,464,092
Disposals during year..........................   (45,949)           --        (12,929)     (58,878)
Charge for the year............................    43,780         6,475        140,660      190,915
                                                  -------       -------      ---------    ---------
At 31st December 1998..........................   321,413       209,651      1,065,065    1,596,129
                                                  -------       -------      ---------    ---------
NET BOOK VALUE
At 31st December 1998..........................   103,601        18,041        294,258      415,900
                                                  =======       =======      =========    =========
At 31st December 1997..........................   104,952        24,516        326,036      455,504
                                                  =======       =======      =========    =========
</TABLE>

 
10. STOCK
 

<TABLE>
<CAPTION>
                                                                1998        1997
                                                              ---------   ---------
                                                                  L           L
<S>                                                           <C>         <C>
Components, materials and supplies..........................    528,408     636,259
Work in progress............................................     32,002       3,053
Finished goods..............................................     76,146      66,829
                                                              ---------   ---------
                                                               L636,556    L706,141
                                                              =========   =========
</TABLE>

 
    The Directors do not believe that the current replacement cost of stock is
materially different from its historical cost.
 
                                      F-36

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
11. DEBTORS
 

<TABLE>
<CAPTION>
                                                                 1998         1997
                                                              ----------   ----------
                                                                  L            L
<S>                                                           <C>          <C>
Advance Corporation Tax Recoverable.........................     307,437      306,187
Trade debtors...............................................   1,093,118    1,038,502
Amounts owed by holding company and fellow subsidiaries.....       4,145        2,814
Other debtors and prepayments...............................     198,859      189,996
                                                              ----------   ----------
                                                              L1,603,559   L1,537,499
                                                              ==========   ==========
</TABLE>

 
12. CREDITORS--AMOUNTS FALLING DUE WITHIN ONE YEAR
 

<TABLE>
<CAPTION>
                                                                 1998         1997
                                                              ----------   ----------
                                                                  L            L
<S>                                                           <C>          <C>
Trade creditors.............................................     484,770      526,387
Other creditors.............................................     181,806       86,986
Other taxation and social security..........................      29,171       33,681
Corporation tax.............................................     193,000      157,730
                                                              ----------   ----------
                                                                 888,747     L804,784
                                                              ==========   ==========
</TABLE>

 
13.(A) PROVISIONS FOR LIABILITIES AND CHARGES
 

<TABLE>
<CAPTION>
                                                                1998       1997
                                                              --------   --------
                                                                 L          L
<S>                                                           <C>        <C>
Pension fund liability......................................   46,350         --
</TABLE>

 
    Following the net asset sale dated 26th February 1999 a pension fund
liability may crystalise when the Company's pension fund transfers scheme assets
to Biochrom Limited's new pension scheme in 1999.
 

<TABLE>
<CAPTION>
                                                                1998       1997
                                                              --------   --------
                                                                 L          L
<S>                                                           <C>        <C>
Building lease dilapidation provision.......................       --     75,000
</TABLE>

 
    The dilapidation provision was released to the Profit and Loss account in
the light of the surrender without penalty of the building lease on the sale of
net assets of the Company described in note 23.
 
                                      F-37

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
13.(B) DEFERRED TAXATION
 
    The provision for deferred taxation, and the full potential asset, are made
up as follows:-
 

<TABLE>
<CAPTION>
                                                         1998                             1997
                                            ------------------------------   ------------------------------
                                             FULL POTENTIAL     PROVISION     FULL POTENTIAL     PROVISION
                                            (ASSET)/LIABILITY      MADE      (ASSET)/LIABILITY      MADE
                                            -----------------   ----------   -----------------   ----------
                                                    L               L                L               L
<S>                                         <C>                 <C>          <C>                 <C>
Accelerated capital allowances............       (45,713)               --         (43,881)              --
Short term timing differences.............          (738)               --         (22,499)              --
                                                --------        ----------      ----------       ----------
                                                L(46,451)              L--        L(66,380)             L--
                                                ========        ==========      ==========       ==========
</TABLE>

 
14. CALLED UP SHARE CAPITAL
 

<TABLE>
<CAPTION>
                                                                    1998                1997
                                                              -----------------   -----------------
<S>                                                           <C>                 <C>
AUTHORISED
Ordinary shares of L1 each..................................         L2,000,000          L2,000,000
                                                              =================   =================
ALLOTTED, CALLED UP AND FULLY PAID
Ordinary shares of L1 each..................................         L2,000,000          L2,000,000
                                                              =================   =================
</TABLE>

 
15. STATEMENT OF RESERVES
 

<TABLE>
<CAPTION>
                                                                    1998                1997
                                                              -----------------   -----------------
                                                                      L                   L
<S>                                                           <C>                 <C>
At 1st January 1998.........................................            846,126           2,349,827
Retained Profit/(Loss) for the year.........................            420,022          (1,503,701)
                                                              -----------------   -----------------
At 31st December 1998.......................................          1,266,148             846,126
                                                              =================   =================
</TABLE>

 
16. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
 

<TABLE>
<CAPTION>
                                                                    1998                1997
                                                              -----------------   -----------------
                                                                      L                   L
<S>                                                           <C>                 <C>
Profit for the year.........................................            420,022             846,126
Appropriation, net dividend on ordinary shares..............                 --          (2,349,827)
                                                              -----------------   -----------------
Net addition/(reduction) to shareholders' funds.............            420,022          (1,503,701)
Opening shareholders' funds.................................          2,846,126           4,349,827
Closing shareholders' funds.................................          3,266,148           2,846,126
                                                              =================   =================
</TABLE>

 
                                      F-38

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
17. CAPITAL COMMITMENTS
 

<TABLE>
<CAPTION>
                                                                    1998                1997
                                                              -----------------   -----------------
                                                                      L                   L
<S>                                                           <C>                 <C>
Future capital expenditure contracted, but not provided
  for:......................................................                 --                  --
                                                              =================   =================
</TABLE>

 
18. CONTINGENT LIABILITIES AND FINANCIAL COMMITMENTS
 

<TABLE>
<CAPTION>
                                                                    1998               1997
                                                              ----------------   ----------------
                                                                     L                  L
<S>                                                           <C>                <C>
Amount of performance bonds.................................               944                944
Guarantee given to H.M. Customs & Excise in respect of
  import duty & VAT.........................................           120,000            120,000
                                                              ----------------   ----------------
                                                                      L120,944           L120,944
                                                              ================   ================
</TABLE>

 
    a)  The Directors do not expect liabilities to arise from the performance
       bonds issued.
 
    b)  The company has entered into a composite accounting agreement with
       Barclays Bank PLC., along with other members of the Pharmacia & Upjohn
       Limited group. As a member of the Pharmacia & Upjohn Limited group cash
       pool, the company has a contingent liability of L10 million (1997
       L10 million) in respect of overdrafts of the other members in the group
       cash pool.
 
    c)  At 31st December 1998, the Company had financial commitments in respect
       of operating leases for vehicles, equipment and premises, terminating in
       1999 and thereafter. The total amount payable in the next year under
       these leases is as follows:-
 

<TABLE>
<CAPTION>
                                                                       1998                             1997
                                                        ----------------------------------   ---------------------------
                                                            LAND AND                         LAND AND
                                                           BUILDINGS            OTHER        BUILDINGS        OTHER
                                                        ----------------   ---------------   ---------   ---------------
                                                               L                  L              L              L
<S>                                                     <C>                <C>               <C>         <C>
Leases expiring between
Less than one year....................................           170,250             3,870          --             2,894
One to two years......................................                --             2,497     227,000             4,992
Two and five years inclusive..........................                --            42,048          --            34,356
                                                        ----------------   ---------------   ---------   ---------------
                                                                L170,250           L48,415    L227,000           L42,242
                                                        ================   ===============   =========   ===============
</TABLE>

 
                                      F-39

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
19. CASH FLOW STATEMENT
 
(a) Reconciliation of operating profit to net cash inflow from operating
    activities:
 

<TABLE>
<CAPTION>
                                                                    1998                1997
                                                              ----------------   ------------------
                                                                     L                   L
<S>                                                           <C>                <C>
Operating profit............................................           531,862            1,176,057
Depreciation charges........................................           190,915              212,740
(Gain) on sale of tangible fixed assets.....................                --                 (215)
Decrease/(Increase) in stocks...............................            69,585               59,566
(Increase) in debtors.......................................           (63,479)             (63,377)
Increase/(Decrease) in creditors............................            13,360              (28,930)
                                                              ----------------   ------------------
Net cash inflow from operating activities...................          L742,243           L1,355,841
                                                              ================   ==================
</TABLE>

 
(b) Analysis of changes in net funds and movement during the year
 

<TABLE>
<CAPTION>
                                                                     1998                 1997
                                                              ------------------   ------------------
                                                                      L                    L
<S>                                                           <C>                  <C>
Balance at 1st January 1998.................................           1,026,766            3,189,230
Net cash inflow/(outflow)...................................             518,464           (2,162,464)
                                                              ------------------   ------------------
Balance at 31st December 1998...............................          L1,545,230           L1,026,766
                                                              ==================   ==================
</TABLE>

 
(c) Analysis of the balances of cash shown in the balance sheet
 

<TABLE>
<CAPTION>
                                                                                       CHANGE
                                                                1998        1997      IN YEAR
                                                              ---------   ---------   --------
                                                                  L           L          L
<S>                                                           <C>         <C>         <C>
Cash at bank and in hand....................................  1,545,230   1,026,766   518,464
</TABLE>

 
20. PENSION OBLIGATIONS
 
    The Company participates in a pension fund operated by Pharmacia Biotech UK,
a branch office of Pharmacia Biotech Europe GmbH (previously Pharmacia Limited)
providing benefits based on final pensionable pay. The assets of the fund are
held separately from those of the Company being invested with investment
managers in a managed fund.
 
                                      F-40

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
20. PENSION OBLIGATIONS (CONTINUED)
    The total pension cost for the company is set out in note 7. The pension
cost is assessed in accordance with the advice of an independent qualified
actuary using the projected unit method. The most recent actuarial valuation
adopted by the Trustees of the Pharmacia Limited Staff Superannuation Fund was
as at 1 January 1997. The assumptions which had the most significant effect on
the results of the valuation were those relating to:
 
    a)  the future rate of investment return on the fund;
 
    b)  the future rate at which members' salaries would increase;
 
    c)  the rate of withdrawal from service.
 
    It was assumed that the long term rate of investment return would be at an
average of 9% per annum and the rate of future salary increases would be at 7.5%
per annum. The rate of withdrawal from service was selected at a rate slightly
less than the rate experienced over the inter-valuation period.
 
    The most recent actuarial valuation adopted by the Trustees showed that the
market value of the fund's assets was L5,564,000 and that the actuarial value of
those assets represented 112% of the benefits that had accrued to members, after
allowing for expected future increases in basic salary.
 
    The existing pension fund was formed in 1986 by the amalgamation of the
Pharmacia Biotech Limited and Pharmacia LKB Biochrom Limited schemes. Following
the net asset sale on 26 February 1999 (note 23), all Pharmacia Biotech active
members (staff formerly employed by Pharmacia Biotech Limited) will transfer
into the Nycomed Amersham Scheme. The remaining "Biochrom" active members will
have the choice to transfer into the new Biochrom Limited pension scheme. All
current and deferred members will remain in the Pharmacia Biotech UK Pension
Fund which will be administered by Pharmacia & Upjohn at Milton Keynes.
 
21. RELATED PARTY TRANSACTIONS
 
    As a wholly owned subsidiary, whose results are included in the consolidated
financial statements of Pharmacia & Upjohn, Inc. (see note 22), the company is
exempt from the requirement to disclose details of transactions with other group
companies.
 
    The Director regards Amersham Pharmacia Biotech AB ("APB') as a related
party by virtue of the fact that the company's ultimate parent undertaking
Pharmacia & Upjohn Inc. holds a 45% interest in APB and that there are certain
common directorships. Sales to APB group companies amounted to L6,608,485 and
the company was owed L1,010,761 as at 31 December 1998 in relation to trading
balances.
 
                                      F-41

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
22. ULTIMATE AND IMMEDIATE PARENT UNDERTAKING
 
    The directors regard Pharmacia & Upjohn, Inc, a company incorporated in the
USA, as the ultimate parent and controlling undertaking. Copies of the ultimate
parent's consolidated financial statements may be obtained from:
 
    Pharmacia & Upjohn, Inc
    7000 Portage Road, Kalamazoo
    Michigan 49001, USA
 
    According to the register kept by the company, Pharmacia & Upjohn Limited, a
company registered in England and Wales, has a 100% interest in the equity
capital of the company at 31 December 1998.
 
23. POST BALANCE SHEET EVENTS
 
    On the 26th February 1999, the Company sold the majority of its net assets
to Biochrom Limited for a consideration of US Dollars 6,362,574. Following this,
the Company will cease to trade.
 
24. SUMMARY OF DIFFERENCES BETWEEN UK AND US GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES ("GAAP")
 
    The company has prepared financial statements in accordance with UK GAAP.
There are no reconciling differences between US and UK GAAP related to the
equity shareholders' funds as of 31 December 1997 and 1998 and the net income
for the years ended 31 December 1997 and 1998. As of 31 December 1997 and 1998
the following other differences exist:
 
DEFERRED TAXATION
 
    Under UK GAAP, provision for deferred tax is only required to the extent
that it is probable that a taxation liability or asset will crystallise, in the
foreseeable future, as a result of timing differences between taxable profits
and accounting profit, with provision made at the known tax rate.
 
    Under US GAAP, full provision for deferred tax is required to the extent
that accounting profit differs from taxable profit due to temporary differences.
Provision is made at the tax rate in effect at the time the difference is likely
to reverse. A valuation adjustment is made against deferred tax assets when it
is more likely than not that a deferred tax asset will not be realised. As such,
provision for the taxable losses carried forward of L46,451 would be provided
with a valuation allowance for the full amount, resulting in no net impact on
the profit and loss account or shareholders' equity, as of 31 December 1998.
Provision for the taxable losses carried forward of L66,380 would be provided
with a valuation allowance for the full amount, resulting in no net impact on
the profit and loss account or shareholders' equity, as of 31 December 1997.
 
CASH FLOW STATEMENTS
 
    The cash flow statement is prepared in accordance with United Kingdom
Financial Reporting Standard 1 "FRS 1 (Revised 1996)", whose objective and
principles are similar to those set out in
 
                                      F-42

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
24. SUMMARY OF DIFFERENCES BETWEEN UK AND US GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES ("GAAP") (CONTINUED)
SFAS No.95, "Statement of Cash Flows". The principal differences between the
standards relate to classification. Under FRS 1 (Revised 1996), the company
presents its cash flows for (a) operating activities, (b) returns on investments
and servicing of finance, (c) taxation, (d) capital expenditure and financial
investment, (e) equity dividends paid, (f) management of liquid resources and
(g) financing. SFAS No.95 requires only three categories of cash flow activity
being (a) operating, (b) investing and (c) financing.
 
    Cash flows from taxation and returns on investments and servicing of finance
under FRS 1 (Revised 1996) would be included as operating activities under SFAS
No.95, capital expenditure and financial investment would be included as
investing activities, and equity dividends paid would be included as a financing
activity under SFAS No.95. Under FRS 1 (Revised 1996) cash comprises cash in
hand and deposits repayable on demand, less overdrafts repayable on demand, and
liquid resources comprise current asset investments held as readily disposable
stores of value. Under SFAS No.95 cash equivalents, comprising short-term highly
liquid investments, generally with original maturities of three months or less,
are grouped together with cash. Cash equivalents exclude overdrafts. There are
no differences between cash as stated under UK GAAP and cash and cash
equivalents as stated under US GAAP at 31 December 1997 and 1998.
 
    Set out below, for illustrative purposes, is a summary of cash flows under
US GAAP.
 

<TABLE>
<CAPTION>
                                                              YEAR ENDED 31 DECEMBER
                                                              ----------------------
                                                                1998         1997
                                                              ---------   ----------
                                                                L'000       L'000
<S>                                                           <C>         <C>
Net cash provided by operating activities...................    663,092      310,979
Net cash used in investing activities.......................   (144,628)    (123,616)
Net cash used in financing activities.......................         --   (2,349,827)
                                                              ---------   ----------
Net increase/(decrease) in cash and cash equivalents........    518,464   (2,612,464)
Cash and cash equivalents at beginning of period............  1,026,766    3,639,230
Cash and cash equivalents at end of period..................  1,545,230    1,026,766
                                                              ---------   ----------
Supplement cash flow information:
Cash paid for interest......................................         --           --
Cash paid for income taxes..................................   (160,915)  (1,163,780)
                                                              ---------   ----------
</TABLE>

 
                                      F-43

<PAGE>
                                     [LOGO]
 
                                        Shares
                                  Common Stock
 
                           THOMAS WEISEL PARTNERS LLC
                                  ING BARINGS
 
------------------------------------------------------------
 
Neither we nor any of the underwriters have authorized anyone to provide
information different from that contained in this prospectus. When you make a
decision about whether to invest in our common stock, you should not rely upon
any information other than the information in this prospectus. Neither the
delivery of this prospectus nor the sale of our common stock means that
information contained in this prospectus is correct after the date of this
prospectus. This prospectus is not an offer to sell or solicitation of an offer
to buy these shares of common stock in any circumstances under which the offer
or solicitation is unlawful.
 
Until               , 2000 (25 days after commencement of this offering), all
dealers that buy, sell or trade these shares of common stock, whether or not
participating in this offering, may be required to deliver a prospectus. This is
an addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

<PAGE>

 
                                   PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
    The following table sets forth the estimated expenses payable by us in
connection with the offering (excluding underwriting discounts and commissions):
 

<TABLE>
<CAPTION>
NATURE OF EXPENSE                                              AMOUNT
-----------------                                             --------
<S>                                                           <C>
SEC Registration Fee........................................  $19,800
NASD Filing Fee.............................................    8,000
Nasdaq National Market Listing Fee..........................     *
Accounting Fees and Expenses................................     *
Legal Fees and Expenses.....................................     *
Printing Expenses...........................................     *
Blue Sky Qualification Fees and Expenses....................    5,000
Transfer Agent's Fee........................................     *
Miscellaneous...............................................     *
                                                              -------
    TOTAL...................................................     *
</TABLE>

 
    The amounts set forth above, except for the Securities and Exchange
Commission, National Association of Securities Dealers, Inc. and Nasdaq National
Market fees, are in each case estimated.
 
------------------------
 
  * To be completed by amendment.
 

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
    In accordance with Section 145 of the Delaware General Corporation Law,
Article VII of our certificate of incorporation provides that none of our
directors will be personally liable to us or our stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(1) for any breach of the director's duty of loyalty to us or our stockholders,
(2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) in respect of unlawful dividend
payments or stock redemptions or repurchases, or (4) for any transaction from
which the director derived an improper personal benefit. In addition, our
certificate of incorporation provides that if the Delaware General Corporation
Law is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
 
    Article V of our by-laws provides for our indemnification of our officers
and certain non-officer employees under certain circumstances against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement,
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was an officer or employee
of the registrant if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to our best interests, and, with
respect to criminal actions or proceedings, if such person had no reasonable
cause to believe his or her conduct was unlawful.
 
    Prior to the offering, we will have entered into indemnification agreements
with each of our directors. The form of indemnification agreement provides that
we will indemnify our directors for expenses incurred because of their status as
a director to the fullest extent permitted by Delaware law, our certificate of
incorporation and our by-laws.
 
                                      II-1

<PAGE>

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES
 
    Set forth in chronological order below is information regarding the number
of shares of capital stock issued by us since September 15, 1997. Also included
is the consideration, if any, received by us for such shares. There was no
public offering in any such transaction and we believe that each transaction was
exempt from the registration requirements of the Securities Act of 1933 by
reason of Section 4(2) thereof, based on the private nature of the transactions
and the financial sophistication of the purchasers, all of whom had access to
complete information concerning us and acquired the securities for investment
and not with a view to the distribution thereof. In addition, we believe that
the transactions described below with respect to issuances and option grants to
our employees and directors were exempt from the registration requirements of
said Act by reason of Section 4(2) of said Act or Rule 701 promulgated
thereunder.
 
    (a) ISSUANCE OF CAPITAL STOCK
 
       (i) In 1999, we issued an aggregate of 48,500 shares of our series B
           convertible preferred stock to Ascent Venture Partners, L.P.
           (formerly known as Pioneer Capital Corp.) and Citizens Capital, Inc.
           for an aggregate purchase price of $1,000,000.
 
       (ii) In March 2000, we issued 55,389 shares of our common stock upon the
           exercise of previously granted stock options at an aggregate exercise
           price of $1,792.14.
 
    (b) GRANTS OF STOCK OPTIONS
 
       (i) As of September 15, 2000, options to purchase 150,831 shares of
           common stock were outstanding under our 1996 Stock Option and Grant
           Plan of which options to purchase 91,948 shares are exercisable
           within 60 days of such date. All such options were granted between
           March 1996 and September 2000 to our officers, directors, employees
           and consultants.
 

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
    (A) EXHIBITS.  The following is a complete list of exhibits filed or
incorporated by reference as part of this Registration Statement.
 

<TABLE>
    <C>             <S>
             *1.1   Form of Underwriting Agreement.
             *2.1   Asset Purchase Agreement dated March 2, 1999 by and among
                    Biochrom Limited and Pharmacia Biotech Limited and Pharmacia
                    & Upjohn, Inc. and Harvard Apparatus, Inc.
             *3.1   Amended and Restated Certificate of Incorporation of the
                    Registrant.
             *3.2   Form of Second Amended and Restated Certificate of
                    Incorporation of the Registrant.
             *3.3   Amended and Restated By-laws of the Registrant.
             *4.1   Specimen certificate for shares of Common Stock, $0.01 par
                    value, of the Registrant.
             *4.2   Amended and Restated Securityholders' Agreement dated as of
                    March 2, 1999 by and among Harvard Apparatus, Inc., Pioneer
                    Ventures Limited Partnership, Pioneer Ventures Limited
                    Partnership II, Pioneer Capital Corp., First New England
                    Capital, L.P. and Citizens Capital, Inc. and Chane Graziano
                    and David Green.
             *5.1   Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                    the securities offered.
            *10.1   Harvard Apparatus, Inc. 1996 Stock Option and Grant Plan.
            *10.2   Harvard Bioscience, Inc. 2000 Stock Option and Incentive
                    Plan.
            *10.3   Harvard Bioscience, Inc. Employee Stock Purchase Plan.
            +10.4   Distribution Agreement dated March 2, 1999 by and between
                    Biochrom Limited and Amersham Pharmacia Biotech AB.
            *10.5   Employment Agreement dated             between Harvard
                    Bioscience and Chane Graziano.
</TABLE>

 
                                      II-2

<PAGE>

<TABLE>
    <C>             <S>
            *10.6   Employment Agreement dated             between Harvard
                    Bioscience and David Green.
            *10.7   Employment Agreement dated             between Harvard
                    Bioscience and James L. Warren.
            *21.1   Subsidiaries of the Registrant.
            *23.1   Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                    5.1 hereto).
             23.2   Consent of KPMG LLP.
             23.3   Consent of PricewaterhouseCoopers.
             24.1   Powers of Attorney (included on page II-5).
             27.1   Financial Data Schedule.
</TABLE>

 
------------------------
 
  * To be filed by amendment to this registration statement.
 
  + Confidential treatment requested as to this exhibit.
 
    (B) FINANCIAL STATEMENT SCHEDULES
 
    All schedules have been omitted because they are not required or because the
required information is given in the consolidated financial statements or notes
to those statements.
 

ITEM 17.  UNDERTAKINGS
 
    The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
 
    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
    The undersigned registrant hereby undertakes that:
 
        (1) For purposes of determining any liability under the Securities Act
    of 1933, the information omitted from the form of prospectus filed as part
    of this registration statement in reliance upon Rule 430A and contained in a
    form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
    or 497(h) under the Securities Act shall be deemed to be part of this
    registration statement as of the time it was declared effective.
 
        (2) For the purpose of determining any liability under the Securities
    Act of 1933, each post-effective amendment that contains a form of
    prospectus shall be deemed to be a new registration statement relating to
    the securities offered therein, and the offering of such securities at that
    time shall be deemed to be the initial BONA FIDE offering thereof.
 
                                      II-3

<PAGE>

                                   SIGNATURES
 
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, on September 18,
2000.
 

<TABLE>
<S>                                                    <C>  <C>
                                                       HARVARD BIOSCIENCE, INC.
 
                                                       By:              /s/ CHANE GRAZIANO
                                                            -----------------------------------------
                                                                          Chane Graziano
                                                                     CHIEF EXECUTIVE OFFICER
</TABLE>

 
                               POWER OF ATTORNEY
 
    KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Chane Graziano and James Warren such
person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement (or to any
other registration statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act), and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that any said attorney-in-fact and agent, or any
substitute or substitutes of any of them, may lawfully do or cause to be done by
virtue hereof.
 
    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
 

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                    DATE
                      ---------                                   -----                    ----
<C>                                                    <S>                          <C>
                 /s/ CHANE GRAZIANO                    Chief Executive Officer and
     -------------------------------------------         Director (Principal        September 18, 2000
                   Chane Graziano                        Executive Officer)
 
                                                       Chief Financial Officer
                  /s/ JAMES WARREN                       (Principal Financial
     -------------------------------------------         Officer and Principal      September 18, 2000
                    James Warren                         Accounting Officer)
 
                   /s/ DAVID GREEN
     -------------------------------------------       President and Director       September 18, 2000
                     David Green
 
               /s/ CHRISTOPHER W. DICK
     -------------------------------------------       Director                     September 18, 2000
                 Christopher W. Dick
 
             /s/ RICHARD C. KLAFFKY, JR.
     -------------------------------------------       Director                     September 18, 2000
               Richard C. Klaffky, Jr.
</TABLE>

 
                                      II-4

<PAGE>

                                 EXHIBIT INDEX
 

<TABLE>
       EXHIBIT
         NO.            DESCRIPTION
    -------------       ------------------------------------------------------------
<C>                     <S>
             *1.1       Form of Underwriting Agreement.
 
             *2.1       Asset Purchase Agreement dated March 2, 1999 by and among
                          Biochrom Limited and Pharmacia Biotech Limited and
                          Pharmacia & Upjohn, Inc. and Harvard Apparatus, Inc.
 
             *3.1       Amended and Restated Certificate of Incorporation of the
                          Registrant.
 
             *3.2       Form of Second Amended and Restated Certificate of
                          Incorporation of the Registrant.
 
             *3.3       Amended and Restated By-laws of the Registrant.
 
             *4.1       Specimen certificate for shares of Common Stock, $0.01 par
                          value, of the Registrant.
 
             *4.2       Amended and Restated Securityholders' Agreement dated as of
                          March 2, 1999 by and among Harvard Apparatus, Inc.,
                          Pioneer Ventures Limited Partnership, Pioneer Ventures
                          Limited Partnership II, Pioneer Capital Corp., First New
                          England Capital, L.P. and Citizens Capital, Inc. and Chane
                          Graziano and David Green.
 
             *5.1       Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                          the securities offered.
 
            *10.1       Harvard Apparatus, Inc. 1996 Stock Option and Grant Plan.
 
            *10.2       Harvard Bioscience, Inc. 2000 Stock Option and Incentive
                          Plan.
 
            *10.3       Harvard Bioscience, Inc. Employee Stock Purchase Plan.
 
            +10.4       Distribution Agreement dated March 2, 1999 by and between
                          Biochrom Limited and Amersham Pharmacia Biotech AB.
 
            *10.5       Employment Agreement dated             between Harvard
                          Bioscience and Chane Graziano.
 
            *10.6       Employment Agreement dated             between Harvard
                          Bioscience and David Green.
 
            *10.7       Employment Agreement dated             between Harvard
                          Bioscience and James L. Warren.
 
            *21.1       Subsidiaries of the Registrant.
 
            *23.1       Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                          5.1 hereto).
 
             23.2       Consent of KPMG LLP.
 
             23.3       Consent of PricewaterhouseCoopers.
 
             24.1       Powers of Attorney (included on page II-5).
 
             27.1       Financial Data Schedule.
</TABLE>

 
------------------------
 
  * To be filed by amendment to this registration statement.
 
  + Confidential treatment requested as to this exhibit.





<PAGE>

                                                                    Exhibit 10.4

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                             DISTRIBUTION AGREEMENT

      THIS DISTRIBUTION AGREEMENT (this "Agreement"), made on the 2nd day of
March, 1999, by and between Biochrom Limited, a company incorporated in England,
having its registered office at Unit 22 Phase I Cambridge Science Park, Milton
Road, Cambridge, CB4 4FJ, England ("Newco") and Amersham Pharmacia Biotech AB, a
company incorporated in Sweden, having its registered office at Bjorkgatan 30,
SE-751 84 Uppsala, Sweden.

                              W I T N E S S E T H:

      WHEREAS, pursuant to that certain Asset Purchase Agreement by and between
Newco and Pharmacia Biotech (Biochrom) Limited ("Biochrom"), Pharmacia & Upjohn,
Inc. and Harvard Apparatus, Inc., dated March 2, 1999 (the "Purchase
Agreement"), Newco is purchasing from Biochrom the business and substantially
all of the assets of Biochrom (the "Acquisition");

      WHEREAS, it is a condition to the closing of the Acquisition that AP
Biotech enter into this Agreement with Newco and that this Agreement become
effective upon the closing of the Acquisition;

      WHEREAS,
 subsequent to the consummation of the Acquisition, Newco will be
the manufacturer and seller of certain Products (as hereinafter defined)
previously manufactured and/or sold by Biochrom and distributed by AP Biotech;
and

      WHEREAS, Newco and AP Biotech desire that AP Biotech distribute certain of
the Products on the terms and subject to the conditions set forth in this
Agreement.

      NOW, THEREFORE, in consideration of the above premises and of the mutual
agreements and understandings set forth herein, the parties hereto hereby agree
as follows:

      SECTION 1. DEFINITIONS. (a) As used in this Agreement, the following terms
shall have the following meanings:

      "AAA Products" shall mean those products set forth in SCHEDULE 1(a)
attached hereto.

      "AP Biotech" shall mean Amersham Pharmacia Biotech AB and its affiliates.
An affiliate shall consist of any entity that, directly or indirectly, is
wholly-owned, or has not less than a majority of its voting power or economic
interests owned, by Amersham Pharmacia Biotech Ltd.

      "Closing Date" shall mean the date of the closing of the Acquisition.

      "Current Products" shall mean all products sold or offered for sale by
Biochrom to AP Biotech prior to the Closing Date (including without limitation,
those products listed in 


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

SCHEDULES 1(a) AND 1(b) attached hereto). The term "Current Products" shall 
not include any Modified Products, New Products or Excluded Market Products.

      "Customer Information" shall mean, to the extent that such information is
in the possession of AP Biotech, (A) information, including names, addresses,
telephone and facsimile numbers and e-mail addresses, and purchase histories
owned by or in the possession of AP Biotech for all customers (which customers
shall include, but shall not be limited to, all subdistributors of AP Biotech
which engage in the distribution of products manufactured and sold by Biochrom)
of AP Biotech that have purchased Products (including any prior version of
Products or discontinued Products) from AP Biotech or have been sent quotes for
the prospective purchase of Products and (B) similar information for each
end-user of the Products other than customers. Notwithstanding the foregoing,
the Customer Information shall exclude all information regarding the prices at
which Products were sold by AP Biotech to its customers.

      "Daily Rate" shall mean, with respect to any Quarter or Year, the relevant
Quarterly Minimum or Yearly Minimum, as the case may be, divided by the number
of days contained within such Quarter or Year, respectively.

      "Excluded Markets" shall mean markets other than the Market, including
without limitation, companies, institutions, individuals or other entities
involved in food and beverage applications, environmental applications, clinical
applications outside the Life-Sciences area, industrial applications and quality
control applications (other than quality control applications in the
pharmaceutical, biotechnology or other Life-Sciences areas).

      "Excluded Market Products" shall mean any products that are sold by Newco
and are designed primarily for sale to the Excluded Markets.

      "GBP" shall mean British Pounds.

      "Insolvency Event" shall mean, in relation to either party, any one of the
following:

            (1) a notice shall have been issued to convene a meeting for the
      purpose of passing a resolution to wind up that party or such a resolution
      shall have been passed other than a resolution for the solvent
      reconstruction or reorganization of that party or for the purpose of
      inclusion of any party of the share capital of that party in the Official
      List of the London Stock Exchange or an application by that party for
      registration as a public company in accordance with the requirements of
      the Companies Act 1985;

            (2) a resolution shall have been passed by the party's directors to
      seek a winding up or administration order or a petition for a winding up
      or administration order shall have been presented against that party or
      such an order shall have been made;


                                        2

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

            (3) a receiver, administrative receiver, receiver and manager,
      interim receiver, custodian, sequestrator or similar officer is appointed
      in respect of that party or over a substantial part of its assets or any
      third party takes steps to appoint such an officer in respect of that
      party or an encumbrancer takes steps to enforce or enforces its security;

            (4) a proposal for a voluntary arrangement shall have been made in
      relation to that party under Part I Insolvency Act 1986;

            (5) a step or event shall have been taken or arisen outside the
      United Kingdom which is similar or analogous to any of the steps or events
      listed at (1) to (4) above;

            (6) that party takes any step (including starting negotiations) with
      a view to readjustment, rescheduling or deferral of any part of that
      party's indebtedness, or proposes or makes any general assignment,
      composition or arrangement with or for the benefit of all or some of the
      party's creditors or makes or suspends or threatens to suspend making
      payments to all or some of that party's creditors or the party submits to
      any type of voluntary arrangement; or

            (7) where that party is resident in the United Kingdom it is deemed
      to be unable to pay its debts within the meaning of Section 123 Insolvency
      Act 1986.

      "Intellectual Property" shall have the meaning set forth in Section 13(a)
hereof.

      "International Region" shall mean the Territory except Japan and the
United States of America.

      "Letter of Instruction" shall mean the letter of instruction that Newco
shall send to the Escrow Agent (as defined herein) in accordance with the
provisions of Section 16(f) hereof, which letter shall direct the Escrow Agent
to distribute the Escrowed Customer Information (as defined herein) to Newco or
its designee (in the manner specified by Newco in such letter).

      "License Agreements" shall mean the Trade Mark License Agreements which
are attached hereto as SCHEDULE 13(b)(i) and 13(b)(ii).

      "Life Science" or "Life Sciences" shall mean and include biology,
biochemistry, genetics, molecular biology, biotechnology and all other branches
of science and technology related to the biological sciences.

      "Market" shall mean only the following types of companies, institutions,
facilities and other potential purchasers of products that fall within the
categories listed below:


                                        3

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

            (1) companies or other entities identified primarily as
      pharmaceutical or biotechnology companies, including companies or other
      entities engaged in research, development, scale-up, production or quality
      control of biopharmaceutical and other pharmaceutical or Life
      Science-related products and services, and divisions or departments of
      other companies or other entities engaged in any such activities;

            (2) research, teaching, advisory, administrative and hospital,
      clinical and other health care institutions and facilities, and
      departments of other institutions or entities engaged in research,
      teaching, advisory, administration, health care (including development of
      routine diagnostic methods), quality control and other activities related
      to Life Sciences, including without limitation governmental, academic, and
      medical institutions and facilities (all only as related to Life
      Sciences); and

            (3) with respect to Japan only, any companies, institutions,
      individuals or other entities: (i) within the categories listed in (1) and
      (2) above with respect to Current Products and New Products; and (ii)
      within the categories listed in the definition of Excluded Markets with
      respect only to Current Products; PROVIDED, HOWEVER, that in no event
      shall this clause (ii) be construed to mean that, outside of Japan, the
      term Market shall include the categories listed in the definition of
      Excluded Markets.

      "Minimum" shall mean the Year One Minimum, the Year Two Minimum or the
Year Three Minimum.

      "Modified Excluded Market Products" shall mean products sold by Newco that
may perform similar functions as Current Products or New Products but are
differentiated from such Current Products or New Products: (i) by product and
company trade names, and (ii) in the event such products have cases, by the
color of their cases.

      "Modified Market Products" shall mean products sold by Newco that may
perform similar functions as Current Products or New Products but are
differentiated from such Current Products or New Products: (i) by product and
company trade names, and (ii) in the event such products have cases, by the
shape and the color of their cases.

      "Modified Products" shall mean all Modified Market Products and Modified
Excluded Market Products.

      "New Products" shall mean all products sold or offered for sale by Newco
that: (i) were not sold or offered for sale by Biochrom to AP Biotech prior to
the Closing Date and (ii) are designed primarily for sale to the Market.

      "Products" shall mean all products sold by Newco, including Current
Products, New Products, Modified Products and Excluded Market Products.


                                        4

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      "Quarter" shall mean one of the four (4) successive three (3) calendar
month periods of each calendar year. Accordingly, with respect to each calendar
year: "First Quarter" shall mean the period from January 1 to March 31; "Second
Quarter" shall mean the period from April 1 to June 30; "Third Quarter" shall
mean the period from July 1 to September 30; and "Fourth Quarter" shall mean the
period from October 1 to December 31. For purposes of this Agreement, the term
"Quarter" shall also apply to the period from the Closing Date to March 31, 1999
and to the Year Three Tail Period.

      "Region" shall mean any of the International Region, Japan or the United
States of America.

      "Relevant Material" shall mean all documents or other material in the
possession or control of the furnishing party (as defined in Section 19(d)
hereof) which are relevant to matters in dispute in the arbitration with the
exception of communications to and from lawyers admitted to practice law or
practicing law (whether or not employed by a party) for the purpose of obtaining
and giving legal advice or communications which reflect attorney work product.

      "Territory" shall mean: (i) with respect to all Products other than AAA
Products, the entire world excluding: (A) Canada, (B) New Zealand and the
neighboring territories of Fiji, South Pacific Islands, Samoa and Tonga, (C)
South Africa and the neighboring territories of Namibia, Botswana, Swaziland,
Lesotho, Zimbabwe, Malawi, Mauritius, Seychelles, Madagascar, Mozambique and
Angola, and (D) Turkey, and: (ii) with respect to AAA Products, the entire
world, excluding: (A) Canada, (B) New Zealand and the neighboring territories of
Fiji, South Pacific Islands, Samoa and Tonga, (C) South Africa and the
neighboring territories of Namibia, Botswana, Swaziland, Lesotho, Zimbabwe,
Malawi, Mauritius, Seychelles, Madagascar, Mozambique and Angola, (D) Turkey,
(E) the United States, and (F) Japan.

      "USD" shall mean United States Dollars.

      "Year" shall mean any of Year One, Year Two or Year Three.

      "Year One" shall mean the period commencing on the Closing Date and ending
on December 31, 1999.

      "Year Two" shall mean the period commencing on January 1, 2000 and ending
on December 31, 2000.

      "Year Three" shall mean the period commencing on January 1, 2001 and
ending on December 31, 2001.

      "Year Three Tail Period" shall mean the period commencing on January 1,
2002 and ending on February 26, 2002.


                                        5

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      "Yen" shall mean Japanese Yen.

      (b) Notwithstanding anything contained in this Agreement to the contrary,
the effective date of this Agreement shall be the Closing Date.

      SECTION 1A.  ESCROW DEPOSITS.

      (a) Within sixty (60) days following the Closing Date, (i) AP Biotech and
Newco shall enter into the Escrow Agreement with Boston Safe Deposit & Trust
Company (the "Escrow Agent") in the form attached hereto as EXHIBIT 1A(a) (the
"Escrow Agreement") and (ii) on the date such Escrow Agreement is entered into,
AP Biotech shall deposit the Customer Information with respect to the three (3)
years prior to the Closing Date (such Customer Information to be both in paper
form and contained on a floppy diskette) (the "Initial Customer Information"),
with the Escrow Agent to be held in escrow pursuant to and in accordance with
the terms of the Escrow Agreement;

      (b) Within thirty (30) days following June 30 and December 31 of each 
Year, AP Biotech shall deposit with the Escrow Agent the Customer Information 
with respect to the six month period immediately preceding each such date (or 
in the case of June 30 of Year One, with respect to the period between the 
Closing Date and June 30, 1999), such Customer Information to be both in 
paper form and contained on a floppy diskette (the "Semi-Annual Customer 
Information" and, together with the Initial Customer Information, the 
"Escrowed Customer Information").

      (c) Within ten (10) business days following the execution of the Escrow
Agreement and the deposit by AP Biotech of the Initial Customer Information with
the Escrow Agent in accordance with Section 1A(a) above, the Escrow Agent shall
deliver to Newco copies of that number of pages of the Initial Customer
Information which contains the names and information with respect to
approximately, but not less than, twenty (20) customers, which pages shall be
selected at random by the Escrow Agent (the "Initial Sample"). Newco shall have
the right to contact those customers of AP Biotech contained in the Initial
Sample to verify the accuracy of the Initial Customer Information. The parties
acknowledge that the Initial Customer Information may include information
regarding customers of AP Biotech that do not purchase Products from AP Biotech.

      SECTION 2. APPOINTMENT.

      (a) (i) Newco hereby appoints AP Biotech, and AP Biotech hereby accepts
the appointment, as the exclusive distributor, marketer and seller of Current
Products and New Products for sales to the Market within the Territory on the
terms and subject to the conditions set forth herein. Newco shall not appoint,
enter into an agreement with or otherwise intentionally assist any other
distributor, marketer, seller or sales representative with respect to any of the
Current Products or New Products for sales to the Market within the Territory.
Newco shall not make or promote any sales of Current Products or New Products to
the


                                        6

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

Market within the Territory directly to persons or entities other than AP
Biotech or its authorized subdistributors. For the avoidance of doubt, the
parties hereto acknowledge the principle of freedom of movement of goods within
the European Union (and any other countries where such principle may apply).
Newco shall not be liable where any Current Product or New Product is imported
and/or resold by a third party distributor, marketer, seller or sales
representative (other than in connection with an appointment by, an agreement
with, or with the intentional assistance of Newco) into the Territory in
accordance with such principle.

            (ii) AP Biotech shall be entitled to appoint one or more 
subdistributors in accordance with the terms of this Section 2(a)(ii). AP 
Biotech shall have agreements with all such subdistributors (the 
"Subdistribution Agreements"); PROVIDED, HOWEVER, that in no event shall any 
such Subdistribution Agreement impose any obligations upon Newco or otherwise 
contain terms and conditions that are inconsistent with the terms and 
conditions under this Agreement. Notwithstanding AP Biotech's entering into 
any such Subdistribution Agreement, AP Biotech shall remain solely 
responsible to Newco for any and all actions or inactions of its 
subdistributors in connection with any such Subdistribution Agreement, and AP 
Biotech shall not be relieved from responsibility for its obligations under 
this Agreement. Newco shall not be required to seek fulfillment of, or 
otherwise enforce, such obligations from or against any subdistributor or any 
party other than AP Biotech.

      (b) Notwithstanding the provisions set forth in Section 2(a) above, Newco
shall be entitled to:

            (i) After Year One, sell AAA Products to the Market within the
Territory on a non-exclusive basis with AP Biotech;

            (ii) Sell in Belgium and Luxembourg those products contemplated in
the Exclusive Distribution Agreement, dated December 11, 1995, between Biochrom
and Van der Heyden NV, for resale under the product names "UniSpec,"
"Ultrospec," "UviMaster," "UviMaster Plus" or "UviMaster PC" or such other
product names which are not confusingly similar to the product names of the
Current Products and New Products sold or offered for sale by Newco to AP
Biotech for resale by AP Biotech to customers in Belgium and Luxembourg;

            (iii) In the event that prior to the termination of this Agreement,
Newco delivers a written offer to AP Biotech offering for sale to AP Biotech a
New Product (which offer shall specify that failure by AP Biotech to accept such
offer will result in the loss by AP Biotech of its rights to distribute such New
Product under the terms of this Agreement), together with a reasonable number of
samples of, and information with respect to, such New Product to allow AP
Biotech to assess such New Product, and AP Biotech does not, within sixty (60)
days following the receipt of such written offer from Newco, accept Newco's
offer in writing, which such writing shall express AP Biotech's desire to begin
placing orders with Newco for such New Product and the estimated date upon which
such orders will be placed, then, notwithstanding anything contained in this
Agreement to the contrary, Newco may sell


                                       7

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

such New Product to the Market within the Territory (or otherwise) to a third 
party distributor or directly to a customer, at its discretion.

      (c) The parties acknowledge that Newco may:

            (i) Sell outside the Territory those products contemplated in the
agreements between Biochrom and each of: (A) Fisher Scientific Ltd., dated
October 21, 1994; (B) SMM Instruments (Pty) Ltd., dated November 6, 1991; and
(C) Science and Technology (NZ) Ltd., dated November 15, 1995;

            (ii) Sell Modified Excluded Market Products to any third party in
the Excluded Markets; and

            (iii) Sell Modified Market Products to any third party in either the
Market or the Excluded Markets within or outside the Territory.

            (iv) Sell chemicals, spare parts, consumables or accessories for use
in connection with any Modified Market Products or Excluded Market Products.

      (d) Notwithstanding anything contained herein to the contrary, AP Biotech
shall have no rights to sell Excluded Market Products or Modified Products.

      (e) AP Biotech shall at all times act as and be an independent contractor
and not an employee or agent of Newco.

      SECTION 3. FORECASTS; ORDERS.

      (a) A forecast of anticipated purchases by major Product for the month of
March 1999 is attached hereto as SCHEDULE 3(a)(i). No later than twenty (20)
days prior to the beginning of each Quarter (beginning with the Second Quarter
of Year One), AP Biotech will provide Newco with a forecast of anticipated
purchases by major Product for such Quarter. The first such forecast (for the
Second Quarter of Year One) is attached hereto as SCHEDULE 3(a)(i). In addition,
no later than thirty (30) days prior to the commencement of Year Two and Year
Three, AP Biotech will provide a Quarterly forecast for the upcoming Year by
major Product. AP Biotech shall deliver to Newco such a forecast for Year One
within seven (7) business days following the Closing Date.

      (b) Purchase orders for Current and New Products shall be placed through
the AP Biotech electronic data interchange system, as the same exists from time
to time (the "EDIS"). Newco shall have access to the EDIS consistent with past
practice; PROVIDED, HOWEVER, that Newco's access to AP Biotech's communications
network shall be limited to communications through the EDIS relating to AP
Biotech's purchasing and selling the Products contemplated under this Agreement
in accordance with the plan attached hereto as SCHEDULE 3(b). Each party shall
pay one-half of any documented third party out-of-pocket costs reasonably
incurred to


                                       8

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

modify AP Biotech's communications network to limit Newco's access in 
accordance with this SCHEDULE 3(b) (the "AP Biotech EDIS Modification 
Charges"); provided, however, that in no event shall Newco's one-half portion 
of the AP Biotech EDIS Modification Charges exceed $21,000 in the aggregate 
without the prior mutual agreement of the parties. If at any time while this 
Agreement is in effect, AP Biotech ceases providing Newco with access to the 
EDIS, AP Biotech shall refund to Newco the full amount of the AP Biotech EDIS
Modification Charges paid by Newco in accordance with the previous sentence. AP
Biotech shall keep Newco informed in writing of any anticipated changes in the
EDIS in sufficient time to allow Newco to make any changes necessary to continue
using the EDIS in an effective manner. In addition, each party shall pay
one-half of any documented third party out-of-pocket costs reasonably incurred
to modify Newco's communications network to limit AP Biotech's access (the
"Newco EDIS Modification Charges"); PROVIDED, HOWEVER, that in no event shall AP
Biotech's one-half portion of the Newco EDIS Modification Charges exceed 5,000
GBP in the aggregate without the prior written agreement of the parties.
Furthermore, AP Biotech shall be responsible for training Newco's employees in
the use of such modified EDIS. Each party shall pay one-half of any documented
costs relating to such training; provided, however, that in no event shall
Newco's one-half portion of such costs exceed $2,500 in the aggregate without
the prior written agreement of the parties. To the extent of any inconsistency
in terms between the EDIS and this Agreement, the terms of this Agreement shall
prevail.

      (c) Each purchase order shall specify: (i) the Current Products or New
Products, including quantity of each, to be purchased by AP Biotech, (ii)
instructions for delivery, and (iii) the delivery date therefor, subject to
Section 6(b) hereof. In the event the parties agree for a purchase order to be
placed through the EDIS in accordance with paragraph (b) above, no charge to
Newco for the use of the EDIS shall be made.

      (d) The parties expressly agree that nothing contained in this Section 3
shall increase or decrease in any way the requirements for the minimum purchases
of Products by AP Biotech as provided for in Section 7 of this Agreement.

      SECTION 4. PRICES.

      (a) The prices for Current Products sold by Newco to AP Biotech during
Year One shall be the prices set forth in SCHEDULES 1(a) and 1(b) attached
hereto. The prices for such Products shall be stated in SCHEDULES 1(a) and 1(b)
in GBP. Products delivered by Newco to AP Biotech shall be billed at the
purchase price in effect for such Products at the time that the order therefor
is placed if the delivery date is within thirty (30) days of the order date. If
the delivery date is more than thirty (30) days from the order date then the
price shall be that prevailing at the specified time of delivery.

      (b) Subsequent price lists for the Current Products and the New Products
shall be prepared in accordance with the provisions of this Section 4 and issued
by Newco at least three (3) months prior to the commencement of each Year.


                                       9

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CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      (c) For each of Year Two and Year Three, Newco may, in its sole
discretion, increase the prices of Products sold to AP Biotech which are then in
Newco's product line by up to four percent (4%). Price increases in excess of
four percent (4%) may be made only by agreement with AP Biotech. Any price
increase in excess of four percent (4%) will be negotiated in good faith by the
parties.

      (d) Intentionally Omitted.

      (e) Prior to Newco's establishing the prices for New Products to be sold
by Newco to AP Biotech, Newco shall consult with AP Biotech and shall undertake
the Price Comparison Process (as defined below) if made necessary by AP
Biotech's presenting Price Evidence (as defined below); PROVIDED, HOWEVER, that
after such consultation and after undertaking the Price Comparison Process (if
necessary), Newco shall ultimately set such prices in its sole discretion. Newco
will provide a recommended end-user selling price for each New Product such that
New Products are priced competitively with the list price for products with
similar features sold by other companies (the "Comparable Products"); PROVIDED,
HOWEVER, that if AP Biotech presents meaningful written (as opposed to
anecdotal) evidence (the "Price Evidence") to Newco that the average selling
price to end-users of a particular Comparable Product is less than ninety
percent (90%) of the list price of such Comparable Product, then the list price
of such Comparable Product shall not be taken into account by Newco in
determining whether the end-user selling prices of the New Products are priced
competitively with the list prices of the Comparable Products (the foregoing
proviso being herein referred to as the "Price Comparison Process"). The price
at which Newco sells New Products to AP Biotech will be such recommended end
user selling price less thirty-five percent (35%). The prices at which Products
are sold by AP Biotech to its customers will be set by AP Biotech in its sole
discretion.

      SECTION 5. PAYMENT.

      (a) Payment of invoices shall be made in full by AP Biotech to Newco for
all Products sold by Newco to AP Biotech no later than the date forty-five (45)
days from the date of invoice.

      (b) No invoice shall be issued by Newco prior to the date of shipment of
the relevant Products from Newco's production facility.

      (c) For each invoice with respect to which payment is not made by AP
Biotech within the number of days specified in Section 5(a), interest shall be
payable (as well after as before judgment) by AP Biotech to Newco on the invoice
amount at a rate of one percent (1%) per month for the number of days elapsed.

      (d) All payments to be made by AP Biotech to Newco hereunder shall be made
by wire transfer in immediately available funds to Newco's GBP bank account,
which account is


                                       10

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CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

set forth in SCHEDULE 5(d) attached hereto, or to such other account as Newco 
shall specify in writing to AP Biotech.

      (e) No deduction is to be taken for returns or damage claims without a
written credit memo from Newco for such amount, which credit memo shall not be
unreasonably withheld.

      (f) All prices quoted for Products in accordance with the provisions of
this Section 5 shall be exclusive of any value added taxes.

      SECTION 6. SHIPPING AND DELIVERY.

      (a) The Products sold by Newco to AP Biotech shall be shipped ex works
Newco's production facility located in Cambridge, England. The term "ex works"
as used in this Section 6(a) refers to Incoterms 1990.

      (b) Newco shall ship the Products for which it has received an order in
accordance with Section 3(b), Section 7(b) or Section 16(b)(ii)(B) hereof no
later than the date three (3) business days prior to the specified date for
delivery in the related purchase order, provided that such delivery date is not
less than thirty (30) days from the date Newco receives such order, if the order
is for spectrophotometers, and not less than ninety (90) days from the date
Newco receives such order, if the order is for AAA Products. If the delivery
date specified in the purchase order for spectrophotometers or AAA Products does
not comply with the respective timing requirements for the delivery of such
products detailed in the foregoing sentence, Newco may deem the delivery date
for such purchase order to be thirty (30) days, in the case of
spectrophotometers, and ninety (90) days, in the case of AAA Products, from the
date Newco received such purchase order and deliver such Products in accordance
with such schedule. AP Biotech shall be promptly notified in writing by Newco of
any anticipated delays in delivery of any of the Products.

      (c) In the event a customer of AP Biotech cancels an order for a Product
prior to shipment from Newco due to late delivery of that Product by Newco and
Newco has been notified of such cancellation in writing, AP Biotech shall not be
required to accept delivery of or pay for such Product. However, in the event
that the Product has been shipped prior to receiving such written notice, AP
Biotech shall be required to accept delivery of and pay for such Product.

      (d) Newco shall print its own catalog and lot numbers (if applicable) and
expiration dates (if applicable) conspicuously on outer shipping cartons of all
Products, as well as inner shelf packs and inner units of all multiple unit
packed Products.

      (e) Newco shall ship dated Products in such time that no less than
seventy-five percent (75%) of the manufactured shelf life will be remaining at
the time of shipment from


                                       11

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CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

Newco. Newco shall accept return, for full invoice credit plus shipping 
charges, of any dated Product shipped in breach of the provisions of this 
Section.

      (f) Claims for shortage or damage during shipment may only be made to the
carrier.

      SECTION 7. MINIMUMS.

      For purposes of this Section 7, the term "purchase" and the term "sale,"
or any similar terms, and any derivations of such terms, shall refer to the
actual date of shipment of Products by Newco to AP Biotech or the actual date of
shipment of products by Newco to customers other than AP Biotech, as applicable.
Notwithstanding anything contained in this Section 7 to the contrary, AP Biotech
shall have no rights to distribute, market or sell any Products other than the
Current Products and New Products pursuant to the terms of this Agreement.

      (a) During each Year, AP Biotech undertakes to purchase from Newco a
sufficient number of Products such that the aggregate purchase prices for such
Products shall be at least equal to the following:

            (i) For Year One, $12,535,000 (the "Year One Minimum"), reduced by
(A) $1,957,521 and (B) the USD value of all sales of Products made by Newco to
customers other than AP Biotech during Year One.

            (ii) For Year Two, the Year One Minimum increased by the amount of
the price increase for Year Two specified in Section 4(c), but not to exceed
four percent (4%) (the "Year Two Minimum") less the USD value of all sales of
Products made by Newco to customers other than AP Biotech during Year Two. If
the USD value of AP Biotech's purchases of Products from Newco in Year One
exceeds the Year One Minimum, then the Year Two Minimum shall be reduced by the
amount by which such purchases exceed the Year One Minimum.

            (iii) For Year Three, the Year Two Minimum increased by the 
amount of the price increase for Year Three specified in Section 4(c), but 
not to exceed four percent (4%) (the "Year Three Minimum") less the USD value 
of all sales of Products made by Newco to customers other than AP Biotech 
during Year Three. If the USD value of AP Biotech's purchases of Products 
from Newco in Year Two exceeds the Year Two Minimum, then the Year Three 
Minimum shall be reduced by the amount by which such purchases exceed the 
Year Two Minimum.

      (b) The purchases of Products by AP Biotech from Newco for each of the
Year One Minimum, the Year Two Minimum and the Year Three Minimum shall be
distributed throughout the respective Years in the following manner: First
Quarter: 23.5%, Second Quarter 24.0%, Third Quarter 25.0% and Fourth Quarter
27.5% (each of which shall hereinafter be referred to as a "Quarterly Minimum");
PROVIDED, HOWEVER, that, (i) with respect to the First Quarter of Year One, the
Quarterly Minimum shall be equal to the product


                                       12

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

of (A) the Daily Rate that would otherwise be in effect for the First Quarter 
of Year One multiplied by (B) the number of days between the Closing Date and 
the end of the First Quarter and (ii) with respect to the Year Three Tail 
Period, the Quarterly Minimum shall be equal to the product of (X) the Daily 
Rate for the First Quarter of Year Three multiplied by (Y) the number of days 
contained in the Year Three Tail Period. If the USD value of purchases of AP 
Biotech in any Quarter plus the USD value of purchases by all customers of 
Newco other than AP Biotech in the same Quarter are less than the Quarterly 
Minimum for that Quarter then AP Biotech will, within thirty (30) days of the 
end of said Quarter, either: (i) place orders with Newco for Products in the 
amount of the shortfall, with shipment of such Products to take place in 
accordance with the time schedules set forth in Section 6(b) hereof; 
PROVIDED, HOWEVER, that the Products so ordered by AP Biotech shall be 
counted solely toward fulfillment of the Quarterly Minimum for the Quarter in 
which such shortfall occurred and in no event shall the shipment of such 
ordered Products in any following Quarter be counted toward the fulfillment 
of the Quarterly Minimum in said following Quarter, or (ii) pay to Newco, by 
wire transfer in immediately available USD funds to Newco's account set forth 
in SCHEDULE 5(d) or such other account as Newco shall specify to AP Biotech 
in writing, an amount equal to thirty-five percent (35%) of the shortfall. If 
the USD value of AP Biotech's purchases of Products in any Quarter exceeds 
the Minimum for that Quarter, then the Quarterly Minimum for the following 
Quarter shall be reduced by the amount by which such purchases exceed the 
Quarterly Minimum for that Quarter.

      (c) Newco will provide a report to AP Biotech within ten (10) business
days of the end of each month showing the actual sales of all Products made by
Newco in that month, the cumulative amount of sales of all Products by Newco for
the relevant Quarter through the end of such month, the amount of sales of all
Products anticipated to be made by Newco to third parties during that Quarter,
and the amount of the estimated additional purchases by AP Biotech needed to
reach the Quarterly Minimum for that Quarter.

      (d) If the purchases by AP Biotech of Products from Newco exceed the 
Year One Minimum in Year One or the Year Two Minimum in Year Two or the Year 
Three Minimum in Year Three then AP Biotech will receive a credit against 
future payments to Newco equal to four percent (4%) of the invoice amount for 
the relevant Year in excess of the relevant Year Minimum.

      (e) Minimums payable by AP Biotech pursuant to Section 7(a) shall be
subject to the following:

            (i) The Minimum for any Quarter and for the Year shall be reduced by
the purchase price of (A) any order if such order is canceled by a customer
prior to shipment from Newco due to late delivery of that Product by Newco and
Newco has been notified of such cancellation in writing and (B) any Product that
is returned by AP Biotech to Newco as contemplated by Section 6(e) and no
replacement order is placed by AP Biotech for such Product.


                                       13

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CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

            (ii) The Minimum for any Quarter and for the Year in which such 
Quarter occurs shall be reduced by the purchase price of any Products sold by 
Newco to AP Biotech in that Quarter or Year with respect to which Newco fails 
to fulfill its obligations under Section 11(b) hereto (A) in the case of AAA 
Products, within forty-five (45) days of receiving written notice from AP 
Biotech as provided for in Section 11(b) or (B) in the case of all Products 
other than AAA Products, within thirty (30) days of receiving written notice 
from AP Biotech as provided for in Section 11(b) (either of clause (A) or (B) 
being referred to herein as a "Section 11(b) Failure"). AP Biotech shall, 
within thirty (30) days following the end of the Quarter in which such 
Section 11(b) Failure occurs, notify Newco in writing that the Minimum for 
that Quarter and for the Year in which such Quarter occurs has been reduced 
in accordance with this Section 7(e)(ii); PROVIDED, that if AP Biotech does 
not so notify Newco in such thirty (30) day period, AP Biotech shall be 
deemed to have waived its rights to have such Minimums reduced under this 
Section 7(e)(ii) with respect to that specific Section 11(b) Failure.

            (iii) In the event that: (A) twenty-five percent (25%) or more of 
the units shipped of a Product breaches the warranty provided by Newco in 
Section 11(a) during any three (3) month period, (B) AP Biotech provides 
written notice to Newco of such breach, which such written notice shall 
reference this Section 7(e)(ii), and (C) AP Biotech ceases purchasing such 
Product upon the expiration of said three (3) month period, then the 
Quarterly Minimums shall be reduced by the purchase price of the amounts of 
such Products set forth in AP Biotech's forecasts for each Year required by 
Section 3(a) hereto for up to a maximum of two (2) full Quarters following 
the end of the Quarter in which such three (3) month period expires, unless 
prior to the expiration of such two (2) Quarter period, AP Biotech commences 
placing orders with Newco for such Product which it had previously ceased 
purchasing, in which case the Quarterly Minimum for the Quarter following the 
Quarter in which AP Biotech places such orders and for each Quarter 
thereafter shall be set at the level at which such Quarterly Minimum would 
have been set under this Section 7 had such a reduction pursuant to this 
Section 7(e)(iii) not occurred.

            (iv) In the event that the product currently known as "UltroSpec
3000+" (or such other substantially similar name to be determined by Newco)
shall not be introduced and available for delivery to AP Biotech under this
Agreement within the two hundred seventy (270) day period following the Closing
Date, then the Year One Minimum shall be reduced by the amount of $41,500 for
each whole thirty (30) day period for which such availability is delayed beyond
such two hundred seventy (270) day period.

            (v) In the event that the "GeneQuant Pro" shall not be introduced
and available for delivery to AP Biotech under this Agreement within the ninety
(90) day period following the Closing Date, then the Year One Minimum shall be
reduced by the amount of $83,000 for each whole thirty (30) day period for which
such availability is delayed beyond such ninety (90) day period.

            (vi) In the event that two (2) additional New Products (other than
the "UltroSpec 3000+", which shall be made available in accordance with Section
8(e) hereof)


                                       14

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

shall not be introduced and available for delivery to AP Biotech under this 
Agreement by the end of Year Two, then the Year Three Minimum shall be 
reduced by the amount of $83,000 for each whole thirty (30) day period for 
which such availability is delayed beyond the end of Year Two.

            (v) In the event that: (A) an order by AP Biotech for a Product is
placed for delivery in any Quarter, and (B) the time of delivery in the order is
in accordance with Section 6(b) hereof, and (C) Newco delivers the Product
during the subsequent Quarter, AP Biotech shall receive credit against the
Minimum for the Quarter in which delivery was to be made pursuant to AP
Biotech's order. AP Biotech shall not also receive credit against the Minimum
for the Quarter in which delivery was in fact made.

      (f) For purposes of determining whether the Minimum has been met for any
particular Quarter or Year, as the case may be, under this Section 7, all
foreign exchange conversions to USD shall be performed at the average exchange
rate for such Quarter or Year, as the case may be, determined by (i) in the case
of any Quarter, calculating the quotient of (A) the sum of the exchange rates
for the relevant currency on the last day of each month contained in such
Quarter (as published in the Financial Times) divided by (B) three (3), and (ii)
in the case of any Year, calculating the quotient of (A) the sum of the exchange
rates for the relevant currency on the last day of each month contained in such
Year (as published in the Financial Times) divided by (B) twelve (12).

      SECTION 8. DUTIES OF NEWCO.

      (a) With respect to Current Products and New Products sold by Newco to AP
Biotech in accordance with the terms of this Agreement, Newco shall, except as
otherwise provided below, at its sole expense and consistent with past
practices:

            (i) co-operate with AP Biotech in order to aid and assist AP Biotech
in its sales and marketing program concerning the Current Products and New
Products; PROVIDED, HOWEVER, that AP Biotech is solely responsible for all costs
of marketing and sales efforts except those functions currently provided by
Biochrom;

            (ii) provide to AP Biotech such number of demonstration models of
the Current Products and New Products and parts therefor as they shall mutually
agree, at prices equal to Newco's cost;

            (iii) provide sales, demonstration and support training which AP
Biotech and Newco shall jointly deem necessary for AP Biotech's sales and
service representatives in individual or other sessions at such location as AP
Biotech shall reasonably request and Newco will provide instructors with
training materials, schematic drawings for circuit boards, service manuals and
products for demonstrations in connection with such training activities;


                                       15

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CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

            (iv) update AP Biotech with all available information reasonably
necessary or desirable for the effective marketing of the Current Products and
New Products;

            (v) provide reasonable back-up technical support by e-mail,
telephone and facsimile to AP Biotech's and its distributors' technical service
and sales personnel in connection with the Current Products and New Products;

            (vi) participate as mutually agreed and in accordance with current
practice in AP Biotech's promotional efforts by providing relevant copy and
photography for advertising, direct mail and/or any other promotional effort in
connection with the Current Products and New Products, the manner in which the
materials are to be used to be mutually agreed upon by the parties; all costs
and expenses for advertising, direct mail and/or any other promotional effort
are solely to be borne by AP Biotech; and

            (vii) refer to AP Biotech all leads, inquiries and prospects
actually received by Newco concerning potential customers and purchasers of the
Current Products and New Products in the Market in the Territory.

      (b) Newco shall make available for purchase all necessary consumables,
accessories and spare parts for the operation, repair and proper servicing of
each of the Current Products and New Products to AP Biotech and each customer of
AP Biotech for a period of seven (7) years following the date of delivery of the
relevant Current Products and New Product.

      (c) Newco shall provide with each shipment of Current Products and New
Products instruction/operating manuals concerning the Current Products and New
Products consistent with current practices.

      (d) Newco shall comply with the terms of Section 11 hereof and shall
manufacture and sell Current Products and New Products which conform to quality
standards consistent with past practice.

      (e) Newco hereby agrees to make available for sale to AP Biotech before
the date two hundred seventy (270) days from the Closing Date a New Product to
be known as the "UltroSpec 3000+" (or such other substantially similar name to
be determined by Newco). Notwithstanding anything contained herein to the
contrary, the parties agree that the sole and exclusive remedy of AP Biotech for
a breach by Newco of this Section 8(e) shall be the reduction in the Year One
Minimum as provided for in Section 7(e)(iv) hereto.

      (f) Newco hereby agrees to make available for sale to AP Biotech before
the date ninety (90) days from the Closing Date the New Product currently under
development by Biochrom known as the "GeneQuant Pro." Notwithstanding anything
contained herein to the contrary, the parties agree that the sole and exclusive
remedy of AP Biotech for a breach by Newco of this Section 8(f) shall be the
reduction in the Year One Minimum as provided for in Section 7(e)(v) hereto.


                                       16

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      (g) Newco will use commercially reasonable efforts to make available for
sale to AP Biotech at least two additional New Products by the end of Year Two.
Newco will consult with AP Biotech on the desired specifications of these New
Products. Notwithstanding anything contained herein to the contrary, the parties
agree that the sole and exclusive remedy of AP Biotech for a breach by Newco of
this Section 8(e) shall be the reduction in the Year Three Minimum as provided
for in Section 7(e)(vi) hereto.

      (h) Newco shall comply with all applicable export control laws and
regulations relating to Newco's export of Products to AP Biotech pursuant to
this Agreement and shall, consistent with past practices, provide information
and documentation reasonably necessary or useful to assist AP Biotech in
complying with its obligations under applicable export control laws.

      SECTION 9. DUTIES OF AP BIOTECH.

      With respect to Current Products and New Products sold by Newco to AP
Biotech in accordance with the terms of this Agreement, AP Biotech shall, at its
sole expense and in all cases consistent with past practices:

      (a) maintain an adequate number of trained personnel for the performance
of its duties hereunder;

      (b) include the Current Products and New Products in the Pharmacia Bio
Directory Catalog or any substitute or successor catalog that exists from time
to time and include selected Current Products and New Products in a reasonable
number, but not less than two per Year of Pharmacia Bio Direct mailings and such
other promotional support including, without limitation, showing such Products
on AP Biotech's web site and telemarketing in connection with performance of its
duties hereunder; PROVIDED, HOWEVER, that AP Biotech may, in its sole
discretion, substitute alternative marketing programs of equivalent scope and
effect. Any New Product or Product upgrade will be promoted with the level of
support customarily given by AP Biotech to the launch of comparable new products
and product upgrades respectively but in any event not less than one Pharmacia
Bio Direct mailing per New Product or Product upgrade;

      (c) establish and maintain an inventory of the Current Products and New
Products and spare parts appropriate to meet the needs of purchasers and
end-users of such Products (including prior versions thereof) in the Territory;
and

      (d) perform such maintenance, service and repair activities for Current
Products and New Products as AP Biotech has customarily performed on-site at its
customers' premises (as determined in accordance with past practice).


                                       17

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CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      SECTION 10. INSURANCE.

      From and after the Closing Date, for so long as this Agreement shall
remain in effect and for two (2) years thereafter, Newco shall maintain product
liability insurance coverage on an occurrence basis for all occurrences relating
to the Products sold by Newco to AP Biotech with limits of liability not less
than Two Million GBP ((pound)2,000,000) combined single limit for bodily injury
and property damage. AP Biotech shall be named on the products liability policy
of Newco as an additional insured. The certificate policy endorsement shall
clearly state that "This is primary insurance without recourse to similar
insurance maintained by Amersham Pharmacia Biotech AB, if any." Newco shall
provide to AP Biotech a certificate evidencing coverage of such policy
immediately upon receipt from insurer. The insurer providing such
insurance policy may not be changed by Newco and such insurance shall not be
materially changed by Newco without at least ninety (90) days' prior written
notice to AP Biotech.

      SECTION 11. WARRANTY.

      (a) With respect to Current Products and New Products sold by Newco to AP
Biotech under this Agreement, Newco warrants for a period of twelve (12) months
from the date of sale of a Current Product or New Product by AP Biotech to a
customer, or a period of fifteen (15) months from the date of sale of a Current
Product or New Product by Newco to AP Biotech, whichever period expires first
(the "Warranty Period"), that the Current Products and New Products will be free
of defects in material and/or workmanship, and will conform to the published
specifications set forth in literature, packaging, inserts, materials and/or
other documentation prepared by Newco. Except as expressly stated in this
Section 11(a), Newco makes no representation and gives no warranties, oral or
written, express or implied, including without limitation implied warranties as
to quality or fitness for a particular purpose regarding or in relation to the
Products.

      (b) Newco shall, consistent with past practice, repair or replace all
Current Products and New Products sold by Newco to AP Biotech, to the extent
such Current Products and New Products breach the provisions of Section 11(a)
hereof during the Warranty Period, as follows:

            (i) Newco shall, at its sole expense, and at Newco's option, either
(A) repair on-site at the customer's premises all AAA Products for which AP
Biotech has notified Newco in writing that the repair required is not of the
type that has customarily been performed by AP Biotech (as determined in
accordance with past practice) and therefore, AP Biotech is not required to
perform such repair under Section 9(d) hereof; PROVIDED that each party shall
pay one-half of any reasonable out-of-pocket travel and accommodation expenses
associated with such on-site repair by Newco or (B) repair or replace such AAA
Products at Newco's premises; and

            (ii) Newco shall, at its sole expense, repair or replace at Newco's
premises, all Current Products and New Products (other than AAA Products) sold
by Newco to AP


                                       18

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

Biotech for which AP Biotech has notified Newco in writing that the repair 
required is not of the type that has customarily been performed by AP Biotech 
(as determined in accordance with past practice) and therefore, AP Biotech is 
not required to perform such repair under Section 9(d) hereof.

      (c) If non-customary warranty service (as determined in accordance with 
past practice) is performed (with respect to Current Products and New 
Products sold by Newco to AP Biotech) by AP Biotech at Newco's request, Newco 
shall credit to AP Biotech the cost of parts and labor at Newco's then 
current rates reasonably incurred in servicing such Current Products and New 
Products (or prior versions of such Products) owned by end users which fail 
during the Warranty Period.

      (d) In the event of the failure of a Current Product or New Product sold
by Newco to AP Biotech after the Closing Date, or a recall of any of such
Current Products or New Products whether by Newco or AP Biotech, in each case
with the consent of Newco, or any government agency, Newco shall pay all the
costs of a retrieval and/or recall of such Current Products and New Products
owned by customers of AP Biotech.

      (e) Newco shall pay all costs for Newco-ordered changes and updates to the
Current Products and New Products sold by Newco to AP Biotech in the hands of AP
Biotech or any of its customers.

      (f) Newco represents and warrants that the marketing and sales of any New
Products will not infringe any patent, copyright, trademark or other similar
intellectual property rights enforceable within the Territory.

      SECTION 12. INDEMNIFICATION; LIMITED LIABILITY.

      (a) Newco shall defend, indemnify and hold harmless AP Biotech and any
officers, directors, agents, shareholders, legal representatives, employees,
successors and assigns of AP Biotech (exclusive of any subdistributors not
included within the defined term "AP Biotech") from and against any and all
third party claims, actions, suits and judgments, and from and against any and
all liabilities, losses, damages, costs, charges, attorneys' fees and other
expenses of whatever nature and character (collectively "Third Party Damages")
arising from or in connection with: (i) the manufacture by Newco of any Current
Product or New Product, (ii) any breach by Newco of any of its obligations under
this Agreement, or (iii) an allegation by a third party that the Current
Products or New Products sold by Newco to AP Biotech in accordance with this
Agreement infringe any other party's intellectual property rights (other than
rights with respect to the Intellectual Property). Notwithstanding anything
contained herein to the contrary, Newco shall not be required to provide
indemnification with respect to any Third Party Damages to the extent that they
result from the negligence, gross negligence or wilful misconduct of AP Biotech.


                                       19

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      (b) AP Biotech shall defend, indemnify and hold harmless Newco and any 
officers, directors, agents, shareholders, legal representatives, employees, 
successors and assigns of Newco from and against any and all Third Party 
Damages arising from or in connection with: (i) the distribution by AP 
Biotech of the Current Products or the New Products pursuant to the terms of 
this Agreement, (ii) any actions or inactions of any subdistributor appointed 
by AP Biotech under the terms of this Agreement in connection with any 
Subdistribution Agreement, or (iii) any breach by AP Biotech (or by any 
subdistributor appointed by AP Biotech under the terms of this Agreement) of 
any of its obligations under this Agreement. Notwithstanding anything 
contained herein to the contrary, AP Biotech shall not be required to provide 
indemnification with respect to any Third Party Damages to the extent that 
they result from the negligence, gross negligence or wilful misconduct of 
Newco.

      (c) Except as otherwise provided in Section 12(a) or 12(b) above, neither
party shall be liable to the other party (or its affiliates) under this Section
12 with respect to any indirect, incidental, special, punitive or consequential
damages, including but not limited to lost revenue or other commercial or
economic loss, arising out of or relating to this Agreement.

      SECTION 13. TRADEMARKS, ETC.

      (a) The trade name "Amersham" and all related and associated logos and
trademarks with respect thereto are and shall remain the sole property of
Amersham International plc (the "Amersham Name"). The trade name "Pharmacia
Biotech" and all related and associated logos and trademarks with respect
thereto are and shall remain the sole property of Pharmacia & Upjohn, Inc. (the
"Pharmacia Biotech Name" and together with the Amersham Name, the "Intellectual
Property").

      (b) Newco has entered into the License Agreements attached hereto as
SCHEDULES 13(b)(i) and 13(b)(ii) with respect to the Intellectual Property.

      SECTION 14. CONFIDENTIALITY.

      Each of Newco and AP Biotech agrees that it shall treat any and all
information of a confidential nature relating to the Products or the
manufacture, use, marketing or sale thereof, or the business plans or activities
of the other party, which is designated as confidential ("Confidential
Information") as confidential and shall not disclose any Confidential
Information to any third party, other than legal, business and financial
advisors who have a need to know, for any purpose whatsoever and not to make use
of any such Confidential Information for any purpose other than the performance
of its obligations under this Agreement without the prior written consent of the
other party; PROVIDED, HOWEVER, that the limitation on disclosure set forth in
this Section 14 shall not apply in the case of:

      (a) information which, as of the date hereof, is published or otherwise
generally available to the public;


                                       20

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CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      (b) information which after the date hereof becomes available to the
public other than through an act or omission of Newco or AP Biotech, as the case
may be, which is in violation of the provisions hereof;

      (c) information rightfully acquired from a third party which did not
obtain such information under a pledge of confidentiality;

      (d) information which is developed by the disclosing party independently
of the relationship established by this Agreement; or

      (e) any information which the disclosing party is required to disclose by
law (including the regulations of a stock exchange) or court order.

      SECTION 15. CUSTOMER INFORMATION.

      (a) In consideration of entering into this Agreement, AP Biotech hereby
grants to Newco the right to freely use a copy of the Escrowed Customer
Information after the effective date of termination of this Agreement pursuant
to Section 16 hereof; provided, however, that in the event that, pursuant to
Sections 16(a) and 16(f) hereof and the terms of the Escrow Agreement, the
Escrowed Customer Information is distributed by the Escrow Agent to Newco while
this Agreement is still in effect, Newco shall have the right, prior to the
effective date of termination of this Agreement, to contact a sampling of not
more than twenty (20) customers of AP Biotech's customers to verify the accuracy
of the Customer Information.

      (b) While this Agreement is in effect, Newco shall not directly, and shall
not appoint, enter into an agreement with or otherwise assist a third party
distributor, marketer, seller or sales representative to, use the Escrowed
Customer Information to make sales of Modified Market Products to those
customers of AP Biotech listed in the Escrowed Customer Information. Newco shall
not be prohibited from making sales of Modified Market Products to a customer
listed in the Escrowed Customer Information prior to the effective date of
termination of this Agreement if Newco can demonstrate with documentary evidence
that it made sales to, promoted the sale of, or quoted prices for, Products to
such customer prior to Newco's receiving the Escrowed Customer Information from
the Escrow Agent under the terms of this Agreement and the Escrow Agreement.

      SECTION 16. TERM; TERMINATION.

      (a) After eighteen (18) months from the Closing Date, either party may 
terminate this Agreement without cause by providing eighteen (18) months' 
prior written notice of termination to the other party, which such 
termination shall be effective upon the expiration of such eighteen (18) 
month period. Notwithstanding anything contained herein to the contrary, in 
the event that AP Biotech provides Newco with such a notice of termination, 
within thirty (30) days following the effective date of such termination, AP 
Biotech shall deliver to Newco the Customer Information with respect to the 
period between the last date on which any Semi-

                                       21

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CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

Annual Customer Information was deposited by AP Biotech with the Escrow Agent 
in accordance with the terms of Section 1A(b) hereof and the effective date 
of such termination.

      (b) (i) In the event of a material breach: (A) in the case of Newco, of
its obligations pursuant to Section 2(a)(i), 4(a)-(d), 6(b), 8(a), 10, 12(a), or
15(b), and (B) in the case of AP Biotech, of its obligations pursuant to Section
3(a), 9, 12(b) or 17, which shall not be remedied within thirty (30) days of
written notice of such breach from the non-breaching party (which notice shall
specify the obligations under this Agreement that have been breached, including
if the breach constitutes a Newco Sale Breach (as defined below)), the Agreement
shall terminate effective upon the expiration of such thirty (30) day period.

            (ii) In the event of a breach by AP Biotech of its obligations
pursuant to Section 1A(a), Section 1A(b), Section 5 with respect to any invoice
or Section 7 with respect to any Quarter or Year, Newco may terminate this
Agreement by providing written notice of termination to AP Biotech within thirty
(30) days following such breach (which notice shall specify the obligations
under this Agreement that have been breached by AP Biotech). The notice of
termination shall become effective thirty (30) days after delivery of such
notice to AP Biotech (the "Cure Period") unless, within the Cure Period:

                  (A) with respect to a breach by AP Biotech of its obligations
under Section 5 hereof, AP Biotech pays to Newco, by wire transfer in
immediately available funds to Newco's accounts set forth in SCHEDULE 5(d) or
such other accounts as Newco shall specify to AP Biotech in writing, (X) the
invoice amounts for each invoice with respect to which payment was not made by
AP Biotech within the number of days specified in Section 5(a) hereof, plus (Y)
the amount of interest accrued on such invoice amounts in accordance with
Section 5(c) hereof;

                  (B) with respect to a breach by AP Biotech of its 
obligations under Section 7 hereof, AP Biotech either (X) places orders with 
Newco for Products in the amount of any shortfall not previously satisfied 
during the course of the Quarter or Year, with shipment of such Products to 
take place in accordance with the time schedules set forth in Section 6(b) 
hereof; PROVIDED, HOWEVER, that the Products so ordered by AP Biotech shall 
be counted solely toward fulfillment of the Quarterly or Yearly Minimum for 
the Quarter or Year in which such shortfall occurred and in no event shall 
the shipment of such ordered Products in any following Quarter or Year be 
counted toward the fulfillment of the Quarterly or Yearly Minimum in said 
following Quarter or Year, or (Y) pays to Newco, by wire transfer in 
immediately available funds to Newco's accounts set forth in SCHEDULE 5(d) or 
such other accounts as Newco shall specify to AP Biotech in writing, an 
amount equal to thirty-five percent (35%) of the shortfall; or

                  (C) with respect to a breach by AP Biotech of its obligations
under Section 1A(a) or Section 1A(b) hereof, AP Biotech (i) executes the Escrow
Agreement and/or delivers the Initial Customer Information, as the case may be,
in cure of a breach by AP Biotech of its obligations under Section 1A(a) hereof
or (ii) delivers the Semi-Annual Customer


                                       22

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

Information to the Escrow Agent in cure of a breach by AP Biotech of its 
obligations under Section 1A(b) hereof.

                  In the event that AP Biotech fails to cure the breach of its
obligations under Section 5, Section 7, Section 1A(a) or Section 1A(b), as
provided for in this Section 16(b)(ii) during the Cure Period, then this
Agreement shall automatically terminate upon the expiration of the Cure Period.
Notwithstanding anything contained herein to the contrary, upon such a
termination pursuant to this Section 16(b)(ii), AP Biotech shall, within ten
(10) business days following the termination, pay to Newco by wire transfer in
immediately available funds to Newco's accounts set forth in SCHEDULE 5(d) or
such other accounts as Newco shall specify to AP Biotech in writing, an
aggregate amount equal to thirty-five percent (35%) of the Minimums for Year
One, Year Two, Year Three and the Year Three Tail Period that would have been in
effect under the terms of this Agreement that AP Biotech would otherwise have
been required to satisfy pursuant to Section 7 hereof had Newco not so
terminated this Agreement (the "Full Termination Minimum Amount"). If the
delivery of such notice of termination occurs prior to the establishment of
either the Year Two Minimum or the Year Three Minimum in accordance with Section
7 hereto, for purposes of calculating the Full Termination Minimum Amount, the
Minimum for each such Year shall be calculated by increasing the previous Year's
Minimum by four percent (4%).

      (c) A party shall have the right to terminate this Agreement by written
notice to the other party upon the occurrence of an Insolvency Event with
respect to the other party.

      (d) INTENTIONALLY OMITTED.

      (e) (i) In the event that Newco shall have delivered a notice of
termination of this Agreement to AP Biotech pursuant to Section 16(a) hereto
and, at any time during the period of eighteen (18) months following the
effective date of the notice of termination, Newco desires to locate and appoint
a new distributor, effective upon the termination of this Agreement, for the
Current Products and New Products to the Market in the Territory, AP Biotech
shall have a right of first offer with respect to such appointment on the terms
set forth in subsection (ii) below.

            (ii) Newco shall notify AP Biotech in writing of its desire to so
locate and appoint a new distributor (the "New Distributor Notice") and shall
offer AP Biotech a term sheet containing terms substantially similar to the
terms Newco is considering offering to such new distributor (the "Term Sheet").
AP Biotech will have thirty (30) days from the date it receives the New
Distributor Notice to accept such Term Sheet in writing (the "Acceptance
Notice"). If AP Biotech accepts such Term Sheet within such thirty-day period,
then the parties shall have thirty (30) days from the date Newco receives the
Acceptance Notice to enter into a definitive distribution agreement which
incorporates the principal terms of the Term Sheet. In the event that either (i)
AP Biotech does not deliver the Acceptance Notice to Newco within thirty (30)
days of receiving the New Distributor Notice or (ii) after delivery by AP
Biotech of the Acceptance Notice to Newco, the parties do not execute a
definitive distribution 


                                       23

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

agreement within thirty (30) days thereafter, Newco may appoint another 
distributor on terms that are, in the aggregate, not materially less 
favorable to Newco than those contained in the Term Sheet.

      (f) (A) Newco shall be permitted to deliver the Letter of Instruction to
the Escrow Agent under the following circumstances: (i) in the case of a
termination pursuant to either Section 16(a) or Section 16(c) hereof, as of the
date upon which the notice of termination is physically delivered by the
terminating party to the non-terminating party; and (ii) in the case of a
termination pursuant to Section 16(b)(i) or Section 16(b)(ii) hereof, as of the
date upon which this Agreement automatically terminates in accordance with the
provisions of such Section.

            (B) Newco shall not be permitted to deliver the Letter of
Instruction to the Escrow Agent in the event that AP Biotech delivers a notice
of termination to Newco under Section 16(b)(i) hereof as a result of (x) a
breach by Newco of its obligations under Section 15(b) hereof or (y) prior to
the effective date of termination of this Agreement, Newco's making, or
appointing a distributor to make, sales of Current Products or New Products to
the Market within the Territory in violation of Section 2 hereof (a "Newco Sale
Breach").

      (g) The provisions of Sections 10, 12, 14, 16(f), 16(g), 16(h), 17, 19(c)
and 19(d) hereof shall survive termination of this Agreement. The provisions of
Sections 5, 7(c), 7(d), 8(b), 11, 16(a), 16(b)(i), 16(b)(ii) and 16(e) hereof
shall survive termination of this Agreement to the extent that any obligations
thereunder remain outstanding.

      (h) Following a termination of this Agreement, Newco agrees to pay to AP
Biotech a commission in the amount of five percent (5%) of the actual sale price
for each sale of a Product by Newco, or any distributor of Newco, to a customer
in the Territory made within six (6) months of termination which was identified
to Newco in writing, and evidenced by a copy of a written quotation for sale of
a Product by AP Biotech prior to such termination.

      SECTION 17. NON-COMPETITION.

      In consideration of transactions to be consummated by Newco in connection
with the Acquisition and in consideration of Newco's entering into this
Agreement, AP Biotech hereby agrees that it shall not, either solely or jointly
with any person or entity, directly or indirectly:

      (a) at any time until the later of (x) four (4) years after the Closing
Date or (y) the termination or expiration of this Agreement engage in the
Territory in the manufacture, distribution or sale of any Current Products or
New Products or of any products directly competitive with the Current Products
or New Products. Notwithstanding the foregoing, nothing in this Agreement shall
prevent AP Biotech from: (i) engaging in the manufacture, distribution or sale
of (A) mass spectrometers and related products or instruments in which mass
spectrometer technology is utilized, (B) chromatography instruments and related
products or instruments in which spectrophotometer technology is utilized or (C)
electrophoresis


                                       24

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

instruments and related products or instruments in which electrophoresis 
technology is utilized, including without limitation DNA sequencing 
instruments; or (ii) subject to the last sentence of this Section 17(a) and 
receipt by Newco of a written agreement executed by the Subject Company (as 
hereinafter defined) to be bound by the terms contained in the last sentence 
of this Section 17(a) (provided that such written agreement shall not be 
required in the case of a merger between AP Biotech and the Subject Company), 
acquiring, being acquired or merging (in each case whether by sale of stock, 
assets or otherwise) with a company that sells spectrophotometers (a "Subject 
Company"); PROVIDED, HOWEVER, that AP Biotech shall notify Newco that it has 
entered into such a transaction within thirty (30) days following the 
consummation of such transaction. In the event that AP Biotech shall enter 
into an acquisition or merger with a Subject Company as permitted under 
clause (ii) above, AP Biotech agrees that (A) AP Biotech will continue to 
distribute the Current Products and New Products as provided for herein, (B) 
the Escrowed Customer Information shall not be used in connection with the 
marketing or sale of any products of the Subject Company, (C) the 
Intellectual Property shall not be used in connection with spectrophotometers 
manufactured by the Subject Company and (D) the spectrophotometers 
manufactured by the Subject Company (x) shall not be sold by those persons 
and entities that constituted the AP Biotech sales force prior to the 
acquisition or merger and (y) shall not be included in AP Biotech's world 
wide web site, the Pharmacia BioDirectory (or any successor publication) or 
the Pharmacia BioDirect mailings (or any successor publication).

      (b) While each of the undertakings contained in Section 17(a) above is 
considered by the parties to be reasonable, if any such undertaking should be 
held invalid as an unreasonable restraint of trade or for any other reason 
but would have been held valid if part of the wording thereof had been 
deleted or the period thereof reduced or the range of activities or area 
dealt with thereby reduced in scope, said undertaking shall apply with such 
modifications as may be necessary to make them valid and effective.

      (c) Each undertaking contained in Section 17(a) above shall be read and
construed independently of the other undertakings therein contained so that if
one or more should be held to be invalid as an unreasonable restraint of trade
or for any other reason whatsoever then the remaining undertakings shall be
valid to the extent that they are not held to be so invalid.

      (d) The benefit of the undertakings contained in Section 17(a) above may
be assigned in whole or in part by Newco in accordance with the terms of Section
19(e) hereof.

      SECTION 18. FORCE MAJEURE.

      Neither party shall be subject to any liability to the other party for
failure to meet any of its obligations under this Agreement if such failure
results from causes or circumstances beyond the reasonable control of the
defaulting party, including any act of God, fire, explosion, perils of the sea,
flood, drought, war, riot, sabotage, accident, embargo, interruption of or delay
in transportation, strike, compliance with any order, direction, request


                                       25

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

from any governmental agency or office, other than the obligations of either 
party under Section 12 hereof. The party which shall be subject to any such 
event of force majeure shall, promptly upon the occurrence thereof, notify 
the other party of the occurrence of such event and shall, promptly upon the 
cessation thereof, notify the other party of such cessation.

      SECTION 19. MISCELLANEOUS.

      (a) EFFECTIVENESS OF AGREEMENT. This Agreement is conditioned, and will
only become effective, upon the closing of the Acquisition.

      (b) NOTICES. All notices required or authorized by this Agreement to be
given by either party to the other shall be in writing and shall be delivered by
hand or shall be sent by courier, registered mail (return receipt requested), or
facsimile (receipt confirmed) to the following addresses:

      IF TO NEWCO, TO:

      Biochrom Limited
      Cambridge Science Park
      Milton Rd.
      Cambridge CB4 4FJ
      England
      Attention: Barry Brown
      Facsimile No.: +44 122 342 0238

      with a copy to:

      Harvard Apparatus, Inc.
      80 October Hill Road
      Holliston, MA 01746
      Attention: David Green
      Facsimile No.: (508) 429-5732

      Goodwin, Procter & Hoar LLP
      Exchange Place
      Boston, MA 02109
      Attention: H. David Henken, P.C.
      Facsimile No.: (617) 523-1231

      Cameron McKenna
      Mitre House
      160 Aldersgate Street
      London, EC1A 4DD
      Attention: Guilherme Brafman


                                       26

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      Facsimile No.: + 44 171 367 2000

      IF TO AP BIOTECH, TO:

      Amersham Pharmacia Biotech AB
      Bjorkgatan 30
      SE-751 84 Uppsala
      Sweden
      Attention: Ulf Lundberg, Esq.
      Facsimile No.: + 46 181 65 322

      with a copy to:

      Cardiff Labs
      Forrest Farm Estate
      Whitchurch
      Cardiff, Wales CF4 7YT
      Attention: Andrew Carr
      Facsimile No.: + 44 122 252 6440

      Curtis, Mallet-Prevost, Colt & Mosle
      101 Park Avenue
      New York, New York 10178
      Attention: Eric Gilioli, Esq.
      Facsimile No.: (212) 697-1559

Any notice sent by registered mail which is not returned to the sender as
undelivered shall be deemed to have been given on the tenth business day after
being deposited in the mail. Any notice sent by courier shall be deemed to have
been given on the date on which such notice was delivered by the courier
service. Any notice delivered by hand, or sent by facsimile, shall be deemed to
have been given on the date on which such notice was delivered or sent.

      (c) GOVERNING LAW.

      This Agreement shall be governed by and construed in accordance with the
laws of England and Wales.


                                       27

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      (d) DISPUTE RESOLUTION. All disputes between the parties arising out of
the circumstances and relationships contemplated by this Agreement including
disputes relating to the validity, construction or interpretation of this
Agreement and including disputes relating to pre-contractual representations
shall be settled by arbitration as follows:

            (i) Newco and AP Biotech hereby agree to cooperate in good faith to
resolve any disputes, claims or controversies that may arise hereunder or with
respect to the performance by either party of its obligations as contemplated
hereby.

            (ii) In the event that any dispute, claim or controversy shall not
be so resolved by the parties between themselves, Newco and AP Biotech agree
that any and all disputes, claims or controversies arising out of or relating to
this Agreement or a breach thereof, whether grounded in common law or statutory
law, shall be finally settled in accordance with the Arbitration Rules of the
International Chamber of Commerce in effect on the Closing Date. Save as
otherwise expressly provided herein the procedural rules shall be the rules of
the High Court in England and Wales and the lex curiae shall be the law of
England and Wales.

            (iii) The number of arbitrators shall be three, chosen in accordance
with the procedures set out in this Section 19(d). The award of the arbitrators
shall be final and binding on the parties.

            (iv) Each party shall appoint one arbitrator. If within (30) days
after receipt of the claimant's notification of the appointment of an arbitrator
the respondent has not notified the claimant of the arbitrator it appoints, the
second arbitrator shall be appointed by the appointing authority.

            (v) The arbitrators thus appointed shall choose a further arbitrator
who will act as the presiding arbitrator of the tribunal. If within (30) days
after the appointment of arbitrators under (d)(iv) above, they have not agreed
upon the choice of the presiding arbitrator, then at the request of any party to
the arbitration proceeding the presiding arbitrator shall be appointed by the
appointing authority.

            (vi) The Chartered Institute of Arbitrators, London, England shall
be the appointing authority.

            (vii) At the request of any party to the arbitration ("requesting 
party") the arbitrators shall order the other party ("furnishing party") to 
supply and furnish to the requesting party (the cost of which shall be 
reimbursed upon demand by the requesting party to the furnishing party) true 
and complete copies of the Relevant Material and to produce to the arbitral 
tribunal any or all of the Relevant Material and/or copies thereof as any 
part or the arbitral tribunal shall require.

                                       28

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

            (viii) The procedures leading to the production of Relevant Material
under this paragraph shall be determined by the arbitrators, and may include the
preparation of lists of Relevant Material for initial evaluation by the
requesting party prior to disclosure and/or inspection of Relevant Material by
the requesting party prior to supply and furnishing the copies. In making such
determination, the arbitrators shall take into account the urgency with which
the Relevant Material should be brought before the arbitral tribunal.

            (ix) No party shall use or disclose any Relevant Material obtained
under this paragraph for any purpose except in the course of the conduct of the
arbitration and (as far as applicable) proceedings before any court, and then
only to the extent necessary for the implementation and enforcement of any aware
of the arbitrators.

            (x) The arbitration, including the making of the award, shall take
place in London, U.K.

            (xi) All submissions and awards in relation to arbitration hereunder
shall be made in English and all arbitration proceedings shall be conducted in
English.

            (xii) The failure or refusal of either party to submit to
arbitration in accordance with this Section 19(d) shall be deemed a breach of
this Agreement. If either party seeks and secures judicial intervention
requiring enforcement of this arbitration provision, such party shall be
entitled to recover from the other party in such judicial proceeding all costs
and expenses, including reasonable attorneys' fees, that it was thereby required
to incur.

            (xiii) The procedures specified in this Section 19(d) shall be the
sole and exclusive procedures for the resolution of disputes between the parties
arising out of or relating to this Agreement; PROVIDED, HOWEVER, that a party,
without prejudice to the above procedures, may seek equitable remedies,
including without limitation, specific performance, a preliminary injunction or
other provisional judicial relief if in its sole judgment such action is
necessary to avoid irreparable damage or to preserve the status quo. The parties
to this Agreement hereby acknowledge and agree that the failure of AP Biotech to
deposit the Initial Customer Information or any Semi-Annual Customer Information
with the Escrow Agent in accordance with the delivery requirements of Section
1A(a) and Section 1A(b) hereof, respectively, will cause irreparable damage to
Newco and its businesses and that, accordingly, Newco shall be entitled, if the
circumstances so require, to seek the equitable remedy of specific performance
to force AP Biotech to deliver such Initial Customer Information or Semi-Annual
Customer Information.

      (e) ASSIGNABILITY; BINDING EFFECT.

      This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their successors and permitted assigns. Neither party may assign
any of its rights or obligations hereunder except as may be contemplated hereby
or except with the prior written consent of the other party; PROVIDED, HOWEVER
that (i) AP Biotech shall be entitled to assign its


                                       29

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OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

rights and obligations hereunder without obtaining the prior written consent 
of Newco to (A) any of its affiliates, or (B) any successor in interest in 
the event of a merger, a sale of substantially all of its assets, a sale of a 
majority of its capital stock or a sale of a material portion of its assets 
(provided that such material portion includes the business and assets of AP 
Biotech necessary for the performance of this Agreement consistent with past 
practice) and (ii) Newco shall be entitled to assign its rights and 
obligations hereunder without obtaining the prior written consent of AP 
Biotech to (A) any of its affiliates, or (B) any successor in interest in the 
event of a merger, a sale of substantially all of its assets or a sale of a 
majority of its capital stock; PROVIDED, HOWEVER, that no assignment by AP 
Biotech under clause (i)(A) above or by Newco under clause (ii)(A) above 
shall relieve the assigning party of any of its obligations hereunder. 
Notwithstanding clause (ii)(B) above, the consent of AP Biotech shall be 
required for the assignment by Newco of any of its rights or obligations 
hereunder in the event of a merger with, or a sale of substantially all of 
its assets or a majority of its capital stock to, any of the companies listed 
on SCHEDULE 19(e) or any successor in interest thereto.

      (f) ENTIRE AGREEMENT.

      This Agreement, including the Schedules referred to herein, is complete,
reflects the entire agreement of the parties with respect to its subject matter,
and supersedes all previous written or oral negotiations, commitments and
writings in connection therewith.

      (g) EXECUTION IN COUNTERPARTS.

      This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one (1) and
the same document.

      (h) AMENDMENT.

      This Agreement may not be amended except by a writing duly and validly
executed by each party hereto.

      (i) SEVERABILITY.

      If any provisions of this Agreement shall be held by any arbitral panel or
court of competent authority to be void and unenforceable in whole or in part,
this Agreement shall continue to be valid and in full force and effect with
respect to the other provisions hereof.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       30

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.


                                       AMERSHAM PHARMACIA BIOTECH AB


                                       By: Signature not legible
                                           ---------------------------------
                                       Name: 
                                       Title: CEO (acting)


                                       BIOCHROM LIMITED


                                       By: /s/ David Green
                                           ---------------------------------
                                       Name: David Green
                                       Title: President

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                                                                   Schedule 1(a)

                                 NEW CO PRICING

AMINO ACID ANALYSIS PRICING

Main Instruments:

                                                               Price at   New co
Item Number  Description                                       20/11/98    Price
--------------------------------------------------------------------------------
             
80-2107-03   BIOCHROM 20 SODIUM ECHP 20cm x 4.6mm COLUMN          ***       ***
80-2107-04   BIOCHROM 20 SODIUM ECHR 20cm x 4.6mm COLUMN          ***       ***
80-2107-05   BIOCHROM 20 LITHIUM HP 20cm x 4.6mm COLUMN           ***       ***
80-2107-06   BIOCHROM 20 LITHIUM HR 25cm x 4.6mm COLUMN           ***       ***
80-2107-07   BIOCHROM 20 SODIUM HP 20cm x 4.6mm COLUMN            ***       ***
80-2107-08   BIOCHROM 20 SODIUM HR 20cm x 4.6mm COLUMN            ***       ***
80-2107-09   BIOCHROM 20 POLYAMINE 10cm x 4.6mm COLUMN            ***       ***
80-2108-18   BIOCHROM 20 SODIUM OXHP 20cm x 4.6mm COLUMN S/H      ***       ***
80-2108-19   BIOCHROM 20 SODIUM OXHR 20cm x 4.6mm COLUMN S/H      ***       ***
80-2108-20   BIOCHROM 20 LITHIUM HP 20cm x 4.6mm COLUMN S/H       ***       ***
80-2108-21   BIOCHROM 20 LITHIUM HR 25cm x 4.6mm COLUMN S/H       ***       ***
80-2108-22   BIOCHROM 20 SODIUM HP 20cm x 4.6mm COLUMN S/H        ***       ***
80-2108-23   BIOCHROM 20 SODIUM HR 20cm x 4.6mm COLUMN S/H        ***       ***
80-2108-24   BIOCHROM 20 POLYAMINE 10cm x 4.6mm COLUMN S/H        ***       ***
80-2108-83   BIO 20 LITHIUM HP 20cm FLUORESCENCE SPARK/H          ***       ***
80-2108-93   BIO 20 SODIUM HP 20 cm FLUORESCENCE SPARK/H          ***       ***

Chemicals, Chemical Kits, Packed Columns:

                                                               Price at   New co
Item Number  Description                                       20/11/98    Price
--------------------------------------------------------------------------------
             
80-2037-56   SODIUM BORATE BUFFER PH10.0 2L                       ***       ***
80-2037-57   SODIUM HYDROXIDE SOLUTION, 1L                        ***       ***
80-2037-62   CALIBRATION STANDARD PHYSIOLOGICAL FLUID             ***       ***
80-2037-67   SODIUM CITRATE BUFFER PH2.2, 2L                      ***       ***
80-2037-68   SODIUM CITRATE BUFFER PH3.2, 2L                      ***       ***
80-2037-69   LITHIUM CITRATE BUFFER PH3.55 2L                     ***       ***
80-2037-71   BORATE BUFFER (FLUORIMETRY) 1L                       ***       ***
80-2037-72   ORTHOPHTHALALDEHYDE (OPA), 2G                        ***       ***
80-2037-74   POLYAMINE BUFFER, 2L                                 ***       ***
80-2037-79   SODIUM CITRATE BUFFER PH2.65, 2L                     ***       ***
80-2037-80   SODIUM CITRATE BUFFER PH3.35, 2L                     ***       ***
80-2037-88   BORATE/CITRATE BUFFER PH8.6, 2L                      ***       ***
80-2037-90   PROTEIN HYDROLYSATE KIT 4150                         ***       ***
80-2037-94   PROTEIN HYDROLYSATE KIT BIO20/4151-II/4151           ***       ***


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2037-99   FLUORIMETER REAGENT KIT                              ***       ***
60-2038-00   NINHYDRIN REAGENT KIT 4150                           ***       ***
80-2038-04   PHYSIOLOGICAL FLUID KIT 4151                         ***       ***
80-2038-07   NINHYDRIN REAGENT KIT 2L BIO20/4151-II/4151          ***       ***
80-2038-08   SODIUM CITRATE BUFFER PH4.25, 2L                     ***       ***
80-2038-09   SODIUM CITRATE BUFFER PH6.45, 2L                     ***       ***
80-2038-10   LITHIUM CITRATE BUFFER PH2.2, 2L                     ***       ***
80-2038-15   LITHIUM CITRATE BUFFER A 2L                          ***       ***
80-2038-16   LITHIUM CITRATE BUFFER B 2L                          ***       ***
80-2038-17   LITHIUM CITRATE BUFFER C 2L                          ***       ***
80-2038-18   LITHIUM CITRATE BUFFER D 2L                          ***       ***
80-2038-19   LITHIUM CITRATE BUFFER E 2L                          ***       ***
80-2038-20   LITHIUM HYDROXIDE SOLUTION 1L                        ***       ***
80-2038-33   ULTROPAC 8 RESIN, LITHIUM, 7.5G                      ***       ***
80-2038-40   ULTROPAC 1 RESIN, SODIUM, 10G                        ***       ***
80-2038-41   ULTROPAC 1 RESIN, LITHIUM, 10G                       ***       ***
80-2038-42   ULTROPAC 8 RESIN, SODIUM, 1G                         ***       ***
80-2038-43   ULTROPAC 8 RESIN, LITHIUM, 1G                        ***       ***
80-2038-45   ULTROPAC 8 RESIN, SODIUM, 6G                         ***       ***
80-2038-46   ULTROPAC 8 RESIN, LITHIUM, 6G                        ***       ***
80-2087-14   PREWASH COLUMN RESIN 2G BIO20/41561-II               ***       ***
80-2097-18   LITHIUM BUFFER D II FILTERED, 2L                     ***       ***
80-2098-05   PHYSIOLOGICAL FLUID KIT BIO20/4151-II                ***       ***
80-2089-83   LITHIUM CITRATE BUFFER CII 4151-II                   ***       ***
80-2101-42   OXIDISED FEEDSTUFF KIT BIO20/4151-II/4151            ***       ***
80-2104-11   HR LI COLUMN 25X4.6 PEEK                             ***       ***
80-2104-12   HR LI COLUMN 20X4.6 PEEK                             ***       ***
80-2104-13   LI PREWASH COLUMN 10X4.0 PEEK                        ***       ***
80-2104-14   HR NA COLUMN 20X4.6 PEEK                             ***       ***
80-2104-15   HP NA COLUMN 20X4.6 PEEK                             ***       ***
80-2104-16   NA PREWASH COLUMN 10X4.0 PEEK                        ***       ***
80-2104-17   HR NA EEC COLUMN 20X4.6 PEEK                         ***       ***
80-2104-18   HP NA EEC COLUMN 20X4.6 PEEK                         ***       ***
80-2104-19   POLYAMINE COLUMN 10X4.0 PEEK                         ***       ***
80-2104-74   BIOCHROM 20 RESIN LI 1G                              ***       ***
80-2104-75   BIOCHROM 20 RESIN NA 1G                              ***       ***
80-2105-71   HR LI COLUMN 26X4.6 PEEK ALPHA PLUS SERIES I         ***       ***
80-2105-72   HP LI COLUMN 26X4.6 PEEK ALPHA PLUS SERIES I         ***       ***
80-2105-73   HR NA COLUMN 26X4.6 PEEK ALPHA PLUS SERIES I         ***       ***
80-2105-74   HP NA COLUMN 26X4.6 PEEK ALPHA PLUS SERIES I         ***       ***
80-2105-75   HR NA EEC COLUMN 26X4.6 PEEK ALPHA PLUS SERIES I     ***       ***
80-2105-76   HP NA EEC COLUMN 26X4.6 PEEK ALPHA PLUS SERIES I     ***       ***
80-2105-77   POLYAMINE COLUMN 10XS4.0 ALPHA PLUS SERIES I         ***       ***
80-2105-81   HR LI COLUMN 25X4.6 PEEK ALPHA PLUS SERIES II        ***       ***
80-2105-82   HP LI COLUMN 20X4.6 PEEK ALPHA PLUS SERIES II        ***       ***
80-2105-83   HR NA COLUMN 20X4.6 PEEK ALPHA PLUS SERIES II        ***       ***
80-2105-84   HP NA COLUMN 20X4.6 PEEK ALPHA PLUS SERIES II        ***       ***
80-2105-85   HR NA EEC COLUMN 20X4.6 ALPHA PLUS SERIES II         ***       ***


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2105-86   HP NA EEC COLUMN 20X4.6 ALPHA PLUS SERIES II         ***       ***
80-2105-87   POLYAMINE COLUMN 10X4.0 ALPHA PLUS SERIES II         ***       ***
80-2108-22   ULTROSOLVE 2L                                        ***       ***
80-2109-23   NINHYDRIN POWDER 20G                                 ***       ***
80-2109-24   HYDRINDANTIN 1.6G                                    ***       ***
80-2109-25   NINHYDRIN REAGENT KIT 1L                             ***       ***
          
Accessories:

                                                               Price at   New co
Item Number  Description                                       20/11/98    Price
--------------------------------------------------------------------------------

80-2104-10   2 CHANNEL RECORDER WHITE (KIPP & ZONEN)              ***       ***
80-2105-25   1 CHROMATOGRAPH 2 DETECT DATA HANDLING SYSTEM        ***       ***
80-2105-26   2 CHROMATOGRAPH 2 DETECT DATA HANDLING SYSTEM        ***       ***
80-2105-27   4 CHROMATOGRAPH 2 DETECT DATA HANDLING SYSTEM        ***       ***
80-2105-33   UPGRADE 1-2/2-2 EZCHROM                              ***       ***
80-2105-34   UPGRADE 1-2/4-2 EZCHROM                              ***       ***
80-2105-35   UPGRADE 1-2/4-4 EZCHROM                              ***       ***
80-2105-36   UPGRADE 2-2/4-2 EZCHROM                              ***       ***
80-2105-37   UPGRADE 2-2/4-4 EZCHROM                              ***       ***
80-2105-38   UPGRADE 4-2/4-4 EZCHROM                              ***       ***
80-2108-40   EMPTY PEEK COLUMN 25X4.6 U/C                         ***       ***
80-2108-41   EMPTY PEEK COLUMN 20X4.6 U/C                         ***       ***
80-2108-42   EMPTY PEEK COLUMN 15X4.6 U/C                         ***       ***
80-2108-43   EMPTY PEEK COLUMN 10X4.0 U/C                         ***       ***
80-2108-44   COLUMN HEAT TRANSFER BLOCK 25cm U/C                  ***       ***
80-2108-45   COLUMN HEAT TRANSFER BLOCK 20cm U/C                  ***       ***
80-2108-46   COLUMN HEAT TRANSFER BLOCK 15cm U/C                  ***       ***
80-2108-47   COLUMN HEAT TRANSFER BLOCK 10cm U/C                  ***       ***
80-2108-52   1 CHROMATOGRAPH 2 DETECT DHS - BCD LICENCE EZCH      ***       ***
80-2108-53   2 CHROMATOGRAPH 2 DETECT DHS - BCD LICENCE EZCH      ***       ***
80-2108-54   4 CHROMATOGRAPH 2 DETECT DHS - BCD LICENCE EZCH      ***       ***
80-2108-57   AUTOSAMPLER UPDATE KIT INC MARATHON WIN 3.1          ***       ***
80-2108-77   EZCHROM SOFTWARE UPDATE TO LATEST VERSION            ***       ***
80-2108-81   AUTOSAMPLER UPDATE KIT MARATHON WIN 3.1              ***       ***
80-2108-88   AUTOSAMPLER UPDATE KIT INC MIDAS WIN 3.1             ***       ***
80-2108-89   AUTOSAMPLER UPDATE KIT EX MIDAS WIN 3.1              ***       ***
80-2109-47   EZCHROM BOARD C/W CABLES                             ***       ***
80-2109-48   EU EZCHROM PCB                                       ***       ***
80-2109-73   AUTOSAMPLER UPDATE KIT INC MIDAS WIN 95              ***       ***
80-2109-74   AUTOSAMPLER UPDATE KIT EX MIDAS WIN 95               ***       ***
80-2110-40   EZCHROM 1xX TO ELITE 1 UPGRADE                       ***       ***
80-2110-41   EZCHROM 2xX TO ELITE 2 UPGRADE                       ***       ***


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

Consumanies and Spare Parts

                                                               Price at   New co
Item Number  Description                                       20/11/98    Price
--------------------------------------------------------------------------------

80-2016-26   SYRINGE ADAPTOR                                      ***       ***
80-2016-44   COMPRESSION SPRING                                   ***       ***
80-2016-45   TAPERED FLOW CELL END CAP                            ***       ***
80-2016-46   FLOW CELL END CAP                                    ***       ***
80-2016-47   FLOWCELL SEAL (PKT OF 2)                             ***       ***
80-2016-49   METAL SCREEN (PKT OF 10)                             ***       ***
80-2016-53   FLOWCELL LOCATING STUD                               ***       ***
80-2016-58   BEAM SPLITTER MOUNTING BRACKET                       ***       ***
80-2016-62   SAMPLE LOADING VALVE ASSEMBLY                        ***       ***
80-2016-68   CAPSULE WHEEL MK II                                  ***       ***
80-2016-77   3 WAY MANIFOLD                                       ***       ***
80-2016-85   REACTION COIL TUBING                                 ***       ***
80-2016-96   COVER                                                ***       ***
80-2017-16   FLOWCELL BODY                                        ***       ***
80-2017-26   MAGNETIC CATCH SPACER                                ***       ***
80-2017-37   NITROGEN RESTRICTOR                                  ***       ***
80-2017-50   PIPE                                                 ***       ***
80-2017-56   COLUMN CLAMP SCREW                                   ***       ***
80-2017-59   COLUMN PELTIER CLAMP BLOCK                           ***       ***
80-2017-71   4 WAY MANIFOLD                                       ***       ***
80-2017-72   COLUMN PELTIER RETAINER                              ***       ***
80-2017-75   CAPSULE SHUTE CLIP                                   ***       ***
80-2017-78   CHUTE SLIDER BUSH                                    ***       ***
80-2018-00   PELTIER CONNECTION PILLAR 4151                       ***       ***
80-2018-29   COIL FLUSHCAP                                        ***       ***
80-2018-30   COIL FLUSH BODY                                      ***       ***
80-2018-31   COIL FLUSH PISTON                                    ***       ***
80-2018-32   RETAINER PLATE                                       ***       ***
80-2018-33   VALVE ADAPTOR FOR N-R VALE                           ***       ***
80-2018-35   BELLOFRAM MODIFIED                                   ***       ***
80-2018-40   NITROGEN MANIFOLD - 4151 MKII                        ***       ***
80-2018-43   COLUMN ADAPTOR                                       ***       ***
80-2018-88   THERMISTOR CLAMP                                     ***       ***
80-2018-89   RAM GUIDE - 4151                                     ***       ***
80-2018-92   CAPSULE BUFFER                                       ***       ***
80-2019-23   CAPOFLEX LOOSE WOOL 500G                             ***       ***
80-2018-25   ROLL PIPE TAPE                                       ***       ***
80-2019-41   PIN SPRING - PKT 10                                  ***       ***
80-2019-80   MAGNETIC CATCH                                       ***       ***
20-2019-92   O RING (PKT OF 5)                                    ***       ***
80-2019-94   O RING VITON (PKT OF 10)                             ***       ***
80-2019-95   MOTOR DRIVE COUPLING                                 ***       ***


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2019-99   CARD EJECTOR                                         ***       ***
80-2020-20   NITROGEN NON-RETURN VALVE                            ***       ***
80-2020-23   BUFFER SOLENOID VALVE                                ***       ***
80-2020-24   FAN                                                  ***       ***
80-2020-25   PRESSURE REGULATOR                                   ***       ***
80-2020-26   SOLENOID VALVE                                       ***       ***
80-2020-27   PRESSURE SWITCH 5150/100                             ***       ***
80-2020-28   SOLENOID VALVE                                       ***       ***
80-2020-30   FAN                                                  ***       ***
80-2020-31   ADAPTOR TAP                                          ***       ***
80-2020-33   PISTON SEAL REPLACEMENT KIT                          ***       ***
80-2020-34   LENS F25                                             ***       ***
80-2020-38   FLOWCELL WINDOW (PKT OF 2)                           ***       ***
80-2020-39   BAND PASS FILTER 440                                 ***       ***
80-2020-40   FILTER 570NM                                         ***       ***
80-2020-64   FLANGING TOOL 220V                                   ***       ***
80-2020-65   FLANGING TOOL 110V                                   ***       ***
80-2020-70   INSERTION TOOL                                       ***       ***
80-2020-74   3 WAY WHITEY VALVE                                   ***       ***
80-2020-75   CHROMATRONIX COUPLING                                ***       ***
80-2020-76   PTFE TUBE 3.1X1.5MM (PACK 3M)                        ***       ***
80-2020-77   PTFE TUBING 0.7 X 2 MM (PACK 3M)                     ***       ***
80-2020-78   CHROMATRONIX END FITTING                             ***       ***
80-2020-79   SWAGELOK NUT 1/16"                                   ***       ***
80-2020-82   MALE CONNECTOR 1/16"                                 ***       ***
80-2020-84   SWAGELOK FRONT FERRULE 1/4"                          ***       ***
80-2020-85   SWAGELOK BACK FERRULE 1/4"                           ***       ***
80-2020-87   REDUCING UNION 1/16" TO 1/8"                         ***       ***
80-2020-88   TEFLON TUBING 1.8X0.5MM (PACK 3M)                    ***       ***
80-2020-89   PTFE TUBING 1.6X0.3MM (PACK 3M)                      ***       ***
80-2020-91   ELBOW TAPER CONNECTOR                                ***       ***
80-2020-92   TAPER CONNECTOR                                      ***       ***
80-2020-95   TUBING BLUE 5 X 3 MM (PACK 3M)                       ***       ***
80-2020-96   TUBING RED 5 X 3 MM (PACK 3M)                        ***       ***
80-2020-98   CONNECTOR                                            ***       ***
80-2021-00   BEV-A-LINE TUBING (3m)                               ***       ***
80-2021-03   CROSS TUBE FITTING                                   ***       ***
80-2021-04   TEE 1410-5/3-1/8"                                    ***       ***
80-2021-08   LUER ADAPTOR (PACK 2)                                ***       ***
80-2021-12   PIPETTE TIPS (PKT 1000)                              ***       ***
80-2021-19   GILSON PIPETTE 10-100UL                              ***       ***
80-2021-21   100MM GLASS BOTTLE                                   ***       ***
80-2022-23   PQT CET 75W2K20-TURN                                 ***       ***
80-2022-50   TRANSDUCER                                           ***       ***
80-2022-51   CARTRIDGE HEATER 24V                                 ***       ***
80-2022-56   70 DEGREE THERMAL SAFETY SWITCH                      ***       ***
80-2022-57   RELAY 3 POLE                                         ***       ***
80-2022-59   CAPSULE WHEEL MOTOR 24V                              ***       ***


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2022-64   DIODE                                                ***       ***
80-2022-97   MICROSWITCH - CAPSULE AND RAM                        ***       ***
80-2023-01   SWITCH TO DISPLAY PRESSURE                           ***       ***
80-2023-49   CAPSULE SET NOS. 1-25, 80UL                          ***       ***
80-2023-51   CAPSULE SET NOS. 25-50, 80UL                         ***       ***
80-2023-53   CAPSULE SET NOS. 1-25, 160UL                         ***       ***
80-8023-55   FLOWCELL WASHER (PACK 2)                             ***       ***
80-8023-56   DETECTOR PCB                                         ***       ***
80-2023-57   CAPSULE WHEEL ALIGNMENT PCB                          ***       ***
80-2023-58   CAPSULE SET NOS 25-50, 160UL                         ***       ***
80-2023-63   UNIVERSAL CONTROL PCB                                ***       ***
80-2023-64   SIGNAL LEAD                                          ***       ***
80-2023-65   TRANSFORMER                                          ***       ***
80-2023-67   PHOTOMETER SYSTEM PCB                                ***       ***
80-2023-80   SILICONE OIL 100ML                                   ***       ***
80-2023-82   INTEGRATOR CABLE                                     ***       ***
80-2023-91   COLUMN THERMISTOR ASSY                               ***       ***
80-2023-93   REACTION COIL TERMISTOR                              ***       ***
80-2023-95   PELTIER DRIVE PCB                                    ***       ***
80-2024-05   AUTOLOADER ASSY - 4151                               ***       ***
80-2024-08   FLOWMETER ASSEMBLY                                   ***       ***
80-2024-14   COIL FLUSH ASSEMBLY                                  ***       ***
80-2024-27   RS 232 CONNECTION CABLE FOR PRINTER TO 4151          ***       ***
80-2024-37   INTEGRATOR INTERFACE KIT                             ***       ***
80-2024-47   MOTHERBOARD PCB - 4151                               ***       ***
80-2024-56   PRESSURE REGULATOR 4150/4151                         ***       ***
80-2024-68   REGULATOR LAS 3905                                   ***       ***
80-2026-11   METERING VALVE                                       ***       ***
80-2026-29   TEE NO 2070-1/8"-1/8"                                ***       ***
80-2026-40   100 ML GLASS BOTTLE                                  ***       ***
80-2026-73   IC LM311N                                            ***       ***
80-2026-76   IC OPTO ISOLATOR                                     ***       ***
80-2028-47   PRESSURE GAUGE 0.1 BAR                               ***       ***
80-2030-22   BEAM SPLITTER MIRROR                                 ***       ***
80-2030-45   CAPSULE FOLLOWER                                     ***       ***
80-2030-58   LOOM PCB ASSY                                        ***       ***
80-2032-77   PRESSURE RELIEF VALVE 10 BAR                         ***       ***
80-2041-35   BOTTLE TOP                                           ***       ***
80-2041-96   BUFFER BOTTLE SCREW CAP                              ***       ***
80-2050-20   "O" RNG 008 E.P.                                     ***       ***
80-2051-93   ARMATURE                                             ***       ***
80-2052-09   PRESSURE SWITCH                                      ***       ***
80-2052-10   SEAL KIT FOR CHECK VALVE                             ***       ***
80-2052-12   CHECK VALVE                                          ***       ***
80-2052-13   OUTLET CHECK VALVE HOUSING                           ***       ***
80-2052-14   INLET CHECK VALVE HOUSING                            ***       ***
80-2052-15   PUMP HEAD AND CHECK VALVE                            ***       ***
80-2052-20   24VDC COIL                                           ***       ***


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2052-22   PLUNGER SEAL KIT                                     ***       ***
80-2052-23   PUMP SEAL                                            ***       ***
80-2052-24   SEAL SUPPORT                                         ***       ***
80-2052-28   VERNIER KNOB                                         ***       ***
80-2052-29   COMPRESSION SPRING                                   ***       ***
80-2052-32   PRESSURE RING                                        ***       ***
80-2053-80   M3 ALLEN KEY                                         ***       ***
80-2053-81   FLANGING TOOL TIP MEDIUM                             ***       ***
80-2053-85   SWAGELOK CONNECTOR 1/8"                              ***       ***
80-2053-97   SWAGELOK NUT 1/8:                                    ***       ***
80-2054-21   PTFE TUBING 1.5X0.6MM (PACK 3M)                      ***       ***
80-2054-23   PTFE TUBING 1.8X0.8MM                                ***       ***
80-2054-65   NIN COLUMN COUPLING                                  ***       ***
80-2054-68   PTFE INSERT FOR REACTION COL                         ***       ***
80-2054-88   FILTER DISC 9 MM (PKT OF 10)                         ***       ***
80-2054-97   TUBING NATURAL 5 X 3 MM                              ***       ***
80-2054-98   TUBING 1/16 X 3/16 (PKT OF 3M)                       ***       ***
80-2062-19   MOTOR BRUSH - PAIR                                   ***       ***
80-2063-37   IC CA3140E                                           ***       ***
80-2063-88   SWITCH - TWO POSITION                                ***       ***
80-2064-82   SHORTING PLUG 12.7 MM                                ***       ***
80-2065-74   PTFE FILTER 6 MM (PKT OF 10)                         ***       ***
80-2066-88   RAM PROBE PIPE ASSY                                  ***       ***
80-2066-94   FILER 440 NM                                         ***       ***
80-2066-95   FILTER ASSY 570 NM                                   ***       ***
80-2067-20   PIPE MIXING TEE 4480                                 ***       ***
80-2067-21   PIPE BACK PRESSURE VALVE 4480                        ***       ***
80-2067-40   DOUBLE EURO-EXTENDER CARD                            ***       ***
80-2067-42   PRESSURE IND/ABSORB SWITCH                           ***       ***
80-2067-78   NITROGEN INLET LINE                                  ***       ***
80-2067-81   REACTION COIL ASSY                                   ***       ***
80-2067-84   REACTION COIL INDICATOR LED                          ***       ***
80-2068-06   PRESSURE RELIEF VALVE                                ***       ***
80-2069-49   CONTROL EPROM IC 102-4151                            ***       ***
80-2069-55   COIL FLUSH VALVE SPARES                              ***       ***
80-2069-58   PIPE KIT                                             ***       ***
80-2069-60   COILED TUBE ASSY                                     ***       ***
80-2069-89   MOD KIT - FLOWMETER 4151                             ***       ***
80-2070-09   TRANSDUCER ASSY 1000 OSI 320MM                       ***       ***
80-2070-11   TRANSDUCER ASSY 1000 PSI                             ***       ***
80-2070-13   PRESSURE TRANSDUCER 1000 PSI                         ***       ***
80-2070-14   PRESSURE TRANSDUCER 2000 PSI                         ***       ***
80-2070-15   PRESSURE TRANSDUCER 1000 PSI                         ***       ***
80-2070-16   PRESSURE TRANSDUCER 1000 PSI                         ***       ***
80-2070-17   TRANSDUCER ASSEMBLY 2000 PSI                         ***       ***
80-2070-18   TRANSDUCER ASSEMBLY 1000 PSI                         ***       ***
80-2070-19   PRESSURE TRANSDUCER                                  ***       ***
80-2071-20   SERVICE KIT FOR 4151                                 ***       ***


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2072-47   NIN BOTTLE ADAPTOR                                   ***       ***
80-2072-77   PISTON ASSEMBLY                                      ***       ***
80-2073-94   SWAGELOK FRONT FERRULE 1/16"                         ***       ***
80-2073-95   SWAGELOK BACK FERRULE 1/16"                          ***       ***
80-2074-95   PELTIER ELEMENT                                      ***       ***
80-2074-96   RELAY 24V DPCO                                       ***       ***
80-2075-04   9 WAY PLUG                                           ***       ***
80-2075-12   SMALL COUPLING SCREW                                 ***       ***
80-2075-53   440NM BEAM SPLITTER ASSEMBLY                         ***       ***
80-2084-29   TUBE NUT & FERRULE KIT 1/8"                          ***       ***
80-2084-30   TUBE NUT & FERRULE KIT 1/16"                         ***       ***
80-2086-65   2ND INTERFACE PCB - 4151 MK II                       ***       ***
80-2086-89   PROGRAMMER ASSEMBLY - 4151 MK II                     ***       ***
80-2086-90   MODIFIED FRIDGE ASSY - 4151 MK II                    ***       ***
80-2086-93   PUMP ASSEMBLY 4151 MK II                             ***       ***
80-2086-96   COLUMN DOOR ASSEMBLY - 4151 MK II                    ***       ***
80-2086-97   AC OUTPUT PCB - 4151 REPLACES 80-2023-89             ***       ***
80-2087-00   METER PANEL ASSEMBLY - 4151 MK II                    ***       ***
80-2087-01   BUFFER METER ASSY - 4151 MK II                       ***       ***
80-2087-03   PROBE ASSY - 4151 MK II                              ***       ***
80-2087-04   AUTOLOADER ASSY - 4151 MK II                         ***       ***
80-2087-27   FERRULE 1/16" 4151 MK II                             ***       ***
80-2087-28   COMPRESSION SCREW - 4151 MK II                       ***       ***
80-2087-29   BUFFER BOTTLE TOP                                    ***       ***
80-2087-30   ROTOR SEAL -4151 MK II                               ***       ***
80-2079-31   TEFZEL TUBING (PACK 2M) 4151 MK II                   ***       ***
80-2087-39   DRIP TRAY CLIP 4151 MK II                            ***       ***
80-2087-55   NOZZLE - 4151 MK II                                  ***       ***
80-2087-62   A LOADER VALVE + ACTUATOR MK II                      ***       ***
80-2087-65   FLOWMETER 1ML 4151 MK II                             ***       ***
80-2087-71   PUMP PRIMING VALVE-4151 MK II                        ***       ***
80-2088-00   THERMAL FUSE - 4151 & 4151 MK II                     ***       ***
80-2088-12   REACTION COIL MOD KIT                                ***       ***
80-2088-63   BUBBLE TRAP TOP                                      ***       ***
80-2089-00   E.U. SECOND INTERFACE PCP (40 00 4978/80202433)      ***       ***
80-2089-01   E.U. AC OUTPUT PCB (40 00 2853/80202369)             ***       ***
80-2089-02   E.U. UNIVERSAL CONTROL PCB (40 00 2832/80202363)     ***       ***
80-2089-03   E.U. PHOTOMETER PCB (40 00 2847/80202367)            ***       ***
80-2089-75   AUTOLOADER ASSEMBLY - 4151                           ***       ***
80-2097-32   NIN BOTTLE TOP                                       ***       ***
80-2099-28   4151 MK II EPROMIC 102 VERSION 5.3                   ***       ***
80-2099-30   4151 MK II EPROMIC 103 VERSION 5.3                   ***       ***
80-2099-31   4151 MK II EPROMIC 104 VERSION 5.3                   ***       ***
80-2099-32   4151 MK II EPROMIC 106 VERSION 5.3                   ***       ***
80-2100-52   TOOL KIE BIOCHROM 1                                  ***       ***
80-2100-53   COLUMN CLAMP ASSEMBLY                                ***       ***
80-2101-43   SAMPLE LOADING VALVE REPLACEMENT                     ***       ***
80-2101-44   PREWASH COLUMN REPLACEMENT LITHIUM                   ***       ***


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2101-45   PREWASH COLUMN REPLACEMENT SODIUM                    ***       ***
80-2101-59   MODIFIED MOTOR AUTOLOADER                            ***       ***
80-2101-61   E.U. 2ND I/F PCB 4151 II                             ***       ***
80-2101-62   E.U. A/C O/P PCB 4161 II                             ***       ***
80-2102-05   4151 FRIDGE THERMOSTAT                               ***       ***
80-2102-17   FRIDGE DRIP TRAY KIT                                 ***       ***
80-2102-18   LOOM PCB DRIP GUARD                                  ***       ***
80-2103-11   NAVIGATOR SOFTWARE KIT                               ***       ***
80-2103-12   NAVIGATOR UNIVERSAL CONTROL PCB                      ***       ***
80-2103-80   SIGNAL & SOR CABLE FOR AAA DATA HANDLING SYSTEM      ***       ***
80-2103-81   SIGNAL & SOR CABLE HFLC DATA HANDLING SYSTEM         ***       ***
80-2104-23   PROBE ASSEMBLY                                       ***       ***
80-2104-24   FLOWCELL ASSEMBLY                                    ***       ***
80-2104-25   PRESSURE RELIEF VALVE ASSEMBLY PHOTOMETER            ***       ***
80-2104-26   PEEK UNION                                           ***       ***
80-2104-27   DURAN BOTTLE (NIN) 2000ml                            ***       ***
80-2104-28   MANUAL INSTRUCTION BIO20 IDENT INC S/W WIN 3.1       ***       ***
80-2104-29   CAPSULE SET OF 5                                     ***       ***
80-2104-30   COLUMN PACKING RESERVIOR                             ***       ***
80-2104-31   MODIFIED FINGERTIGHT FITTING                         ***       ***
80-2104-32   AC OUTPUT PCB ASSEMBLY                               ***       ***
80-2104-33   MOTHERBOARD PCB ASSEMBLY                             ***       ***
80-2104-35   COLUMN HEAT TRANSFER BLOCK 25cm                      ***       ***
80-2104-36   COLUMN HEAT TRANSFER BLOCK 16cm                      ***       ***
80-2104-38   COLUMN HEAT TRANSFER BLOCK 20cm                      ***       ***
80-2104-39   MODIFIED FRIDGE 240V                                 ***       ***
80-2104-42   MODIFIED BOTTLE CAP                                  ***       ***
80-2104-43   PROBE AND FERRULE KIT                                ***       ***
80-2104-44   FLOWCELL WINDOW KIT                                  ***       ***
80-2104-45   FINGERTIGHT PEEK FITTING PACK OF 5                   ***       ***
80-2104-46   DOUBLE FERRULE PEEK PACK OF 2                        ***       ***
80-2104-47   TEE PEEK HIGH PRESSURE                               ***       ***
80-2104-48   PEEK COLUMN FRIT (PKT 6)                             ***       ***
80-2104-49   PEEK TUBING 1/16"X 5mm 6 METRE LENGTH                ***       ***
80-2104-50   PEEK TUBING 1/16"X 0.5mm 6 METRE LENGTH              ***       ***
80-2104-51   TEFLON PACKING SEAL PACK OF 10                       ***       ***
80-2104-52   1/16 FLANGELESS FITTING KIT (PACK OF 5)              ***       ***
80-2104-53   1/8" FLANGELESS FITTING KIT (PACK OF 5)              ***       ***
80-2104-62   AUTOLOADER VALVE                                     ***       ***
80-2104-64   SYRINGELESS FILTER UNIT 0.45UM PKT 10                ***       ***
80-2104-69   CAPSULE CHUTE WINDOW                                 ***       ***
80-2104-70   BIQ 20 EPROM 1C127 V1.1                              ***       ***
80-2104-80   NINHYDRIN FILER CARTRIDGE                            ***       ***
80-2104-82   BUFFER PUMP FILTER                                   ***       ***
80-2104-84   1 YEAR SPARES KIT BIO 20                             ***       ***
80-2104-85   2 YEAR SPARES KIT BIO 20                             ***       ***
80-2104-86   BUFFER FILTER CARTRIDGE                              ***       ***
80-2104-87   TACHOMETER INTERFACE PCB ASSEMBLY                    ***       ***


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2104-88   TRANSDUCER PCB ASSEMBLY                              ***       ***
80-2104-89   SERVICE MANUAL BIO 20                                ***       ***
80-2104-93   EPROM IC127V1.2 4152 PL                              ***       ***
80-2105-00   PEEK CONE UPDATE KIT FOR ALPHA PLUS                  ***       ***
80-2105-01   PEEK COLUMN UPDATE KIT FOR ALPHA PLUS                ***       ***
80-2105-28   AUTOSAMPLER VIAL READER EZCHROM                      ***       ***
80-2105-29   BINARY PUMP CNTRL SINGLE EZCHROM                     ***       ***
80-2105-30   BINARY PUMP CNTRL MULT EZCHROM                       ***       ***
80-2105-32   OPERATOR MANUAL EZCHROM                              ***       ***
80-2105-46   SIGNAL CABLE ASSY AAA-EZCHROM                        ***       ***
80-2105-53   TEFZEL TUBING (PACK 5M)                              ***       ***
80-2105-58   PRESSURE REGULATORY KIT 0-10 BAR                     ***       ***
80-2105-66   FERRULE 1/4" PTFE                                    ***       ***
80-2105-67   EZCHROM REPROCESSING S/W DONGLE SOFTWARE & M         ***       ***
80-2105-70   BURETTE ASSY                                         ***       ***
80-2106-41   REFURBISHED AUTOLOADER VALVE WET END                 ***       ***
80-2106-59   E.U. ALPHA DETECTOR PCB ONLY SENT FROM SWEDEN        ***       ***
80-2106-72   E..U. 4151-2 NAVIGATOR PCB ONLY SENT FROM SWEDEN     ***       ***
80-2106-73   E.U. BIO20 A/C O/P PCB ONLY SENT FROM SWEDEN         ***       ***
80-2107-15   CAPSULE SHUTE UPDATE KIT                             ***       ***
80-2107-20   BIOCHROM 20 SHORTFORM INSTRUCTIONS A/LOADER          ***       ***
80-2107-56   PEEK COLUMN END FITTING                              ***       ***
80-2107-57   TUNGSTEN LAMP FOR AAA                                ***       ***
80-2107-96   CAPSULE SHUTE (PLASTIC)                              ***       ***
80-2107-97   COIL FLUSH NON-RETURN VALVES - REPLACEMENT KIT       ***       ***
80-2107-99   EPROM V2 O (4152 S/H) IC127                          ***       ***
80-2108-30   COLUMN PACKING RESERVIOR UPCHURCH                    ***       ***
80-2108-32   COIL FLUSH ASSY                                      ***       ***
80-2108-33   COIL FLUSH DIAPHRAGM X2                              ***       ***
80-2108-34   SOLENOID VALVE SINGLE AUTOLOADER                     ***       ***
80-2108-35   SOLENOID VALVE DOUBLE AUTOLOADER                     ***       ***
80-2108-36   ANTI SURGE THERMISTOR KIT                            ***       ***
80-2108-37   EPROM V1.0 (4152) IC2 CAPSULE IDENT                  ***       ***
80-2108-39   EPROM V3.0 (4152) IC127                              ***       ***
80-2108-48   PHARMACIA COLUMN COUPLER                             ***       ***
80-2108-49   COLUMN END FITTING C/W 2 MICRON FRIT (6 PACK)        ***       ***
80-2108-50   PACKING SEAL U/C PACK OF 10                          ***       ***
80-2108-51   CAPSULE IDENT PCB                                    ***       ***
80-2108-55   CAPSULE HOLDER                                       ***       ***
80-2108-56   CAPSULE IDENT UPDATE KIT                             ***       ***
80-2108-65   COIL FLUSH NON RETURN VALVE                          ***       ***
80-2108-66   E.U. OPTO HOLDER ASSY                                ***       ***
80-2108-73   BUFFER PUMP ASSEMBLY                                 ***       ***
80-2108-74   NINHYDRIN PUMP ASSEMBLY                              ***       ***
80-2108-75   UNIVERSAL CONTROL PCB BIOCHROM 20                    ***       ***
80-2108-84   BIO 20 PELTIER DRIVE PCB                             ***       ***
80-2108-85   TEE ASSY LOW PRESSURE                                ***       ***
80-2108-86   CROSS ASSY LOW PRESSURE                              ***       ***


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2108-87   FLANGELESS NUT TOOL                                  ***       ***
80-2108-90   NIN PRESS RELIEF VALVE                               ***       ***
80-2108-98   LOW PRESSURE MANIFOLD UPDATE KIT                     ***       ***
80-2108-99   SET OF SEALED PELTIER ELEMENTS                       ***       ***
80-2109-16   TACHOMETER INTERFACE PCB ASSY BIOCHROM 20            ***       ***
80-2109-17   PUMP MOTOR INC PCB ALPHA PLUS & BIOCHROM 20          ***       ***
80-2109-18   PUMP MOTOR BIOCHROM 20                               ***       ***
80-2109-21   BUFFER PUMP FILTER ALPHA PLUS                        ***       ***
80-2109-27   COIL FLUSH NITROGEN SOLENOID VALVE                   ***       ***
80-2109-28   CALIBRATION CAPSULE SET                              ***       ***
80-2109-30   BIOCHROM 20 SHORTFORM INSTRUCTIONS A/S WIN 3.1       ***       ***
80-2109-31   MANUAL INSTRUCTION BIO20 S/H INC S/W WIN 3.1         ***       ***
80-2109-32   AUTOLOADER RAM NITROGEN SOLENOID VALVE               ***       ***
80-2109-52   BUFFER PUMP HEAD AND CHECK VALVES ASSY               ***       ***
80-2109-53   AUTOSAMPLER S/W UPDATE KIT                           ***       ***
80-2109-75   MANUAL INSTRUCTION BIO20 A/L INC S/W FOR WIN 95      ***       ***
80-2109-76   MANUAL INSTRUCTION BIO20 A/S INC S/W FOR WIN 95      ***       ***
80-2109-89   LINK ARM ASSY - PUMP                                 ***       ***
80-2109-90   PISTON FOLLOWER ASSY - PUMP                          ***       ***
80-2109-91   1YR SPARES KIT BIO20 A/S                             ***       ***
80-2109-92   2YR SPARES KIT BIO20 A/S                             ***       ***
80-2109-93   SAMPLE NEEDLE MIDAS                                  ***       ***
80-2110-10   REFURBISHED PUMP MECHANICAL ASSY                     ***       ***
80-2110-22   BUFFER PUMP HEAD WITHOUT FITTINGS                    ***       ***
80-2110-23   NIN PUMP HEAD WITHOUT FITTINGS                       ***       ***
80-2110-24   CAPSULE SET D01-D50 FOR CAPSULE IDENT. SYSTEM        ***       ***


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

RDP transfer prices - Blochrom Spectrophotometers, 1998 and 1999   Schedule 1(b)


<TABLE>
<CAPTION>
                                                      RDP EUR/INT.     RDP EUR./INT
                                                         1998          1999 (Newco)

                                                     Transfer Price   Transfer Price
Part Number   Description (Main instruments)              GBP              GBP
<S>           <C>                                         <C>              <C>
80-2088-64    Novaspec II                                 ***              ***

80-2103-98    GeneQuant                                   ***              ***
80-2105-98    GeneQuant II                                ***              ***
8021-0-98     GeneQuant pro                               ***              ***

80-2109-10    Ultrospec 1000                              ***              ***
80-2198-00    Ultrospec 1000E                             ***              ***

80-2106-00    Ultrospec 2000                              ***              ***
80-2106-20    Ultrospec 3000                              ***              ***
80-2108-00    Ultrospec 4000                              ***              ***

<CAPTION>
                                                      RDP EUR/INT.     RDP EUR./INT
                                                         1998          1999 (Newco)

              Description (Accessories, Spares       Transfer Price   Transfer Price
Part Number   and Consumables)                            GBP              GBP
<S>           <C>                                         <C>              <C>
Product Line 4001.cells

80-2106-85    SET OF CELL SPACERS                         ***              ***
80-2004-53    DISPCUVETTE, UV AND VIS METHACRYLATE
                (PKT 100)                                 ***              ***
80-2080-60    10MM FLOWCELL AUTOFILL II/III/PLUS/4060     ***              ***
80-2001-97    CASE FOR 6" 10MM CELLS                      ***              ***
80-2002-50    10MM TDS FLOWCELL AND MOUNT                 ***              ***
80-2002-51    1MM PATHLENGTH TDS FLOWCELL                 ***              ***
80-2002-54    1MM CELL TYPE O UV SILICA                   ***              ***
80-2002-57    5MM CELL TYPE O UV SILICA                   ***              ***
80-2002-58    10MM CELL TYPE O UV SILICA                  ***              ***
80-2002-63    50MM CELL TYPE O UV SILICA                  ***              ***
80-2002-70    10MM CELL TYPE I UV SILICA                  ***              ***
80-2002-77    10MM CELL TYPE 4 UV SILICA                  ***              ***
80-2002-81    10MM CELL TYPE 5 UV SILICA                  ***              ***
80-2002-95    10MM CELL TYPE 8 UV SILICA                  ***              ***
80-2002-99    10MM CELL TYPE 9 UV SILICA                  ***              ***
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2003-05    10MM CELL TYPE 10 UV SILICA                 ***              ***
80-2003-09    10MM CELL TYPE 11 UV SILICA                 ***              ***
80-2003-12    100MM CELL TYPE 12 UV SILICA                ***              ***
80-2003-13    40MM FUNNEL FLOWCELL                        ***              ***
80-2003-14    50MM FUNNEL FLOWCELL                        ***              ***
80-2003-15    1MM STANDARD CELL - TDS                     ***              ***
80-2003-83    1MM CELL TYPE O GLASS                       ***              ***
80-2003-85    5MM CELL TYPE O GLASS                       ***              ***
80-2003-87    10MM CELL TYPE O GLASS                      ***              ***
80-2003-93    50MM CELL TYPE O GLASS                      ***              ***
80-2003-98    10MM CELL TYPE I GLASS                      ***              ***
80-2004-15    10MM CELL TYPE 4 GLASS                      ***              ***
80-2004-41    10MM CELL TYPE 10 GLASS                     ***              ***
80-2004-45    10MM CELL TYPE 11 GLASS                     ***              ***
80-2004-49    TALL SERIES RECTANGULAR CELL                ***              ***
80-2004-50    TEST TUBE GLASS 12MM PACK OF 10             ***              ***
80-2004-51    TEST TUBE GLASS 24MM PACK OF 10             ***              ***
80-2076-38    10MM SQ MICRO I UV SILICA CELL              ***              ***
80-2079-60    FUNNEL FLOWCELL NOVA SPEC II                ***              ***
80-2099-89    2 MTCHD CELL STD REC. LID UVS 10MMP         ***              ***
80-2099-91    6 MTCHD CELL STD REC LID UVS 10MMP          ***              ***
80-2099-97    6 MTCHD CELL STD REC LID GLS 10MMP          ***              ***
80-2100-13    2 MTCHD CELL S/MICRO LID UVS 10MMP          ***              ***
80-2100-15    6 MTCHD CELL S/MICRO LID UVS 10MMP          ***              ***
80-2100-22    2 MTCHD CELL S/MICRO STP UVS 10MMP          ***              ***
80-2100-25    2 MTCHD CELL MICRO LID UVS 10MM PL          ***              ***
80-2100-27    6 MTCHD CELL MICRO LID UVS 10MM PL          ***              ***
80-2103-68    ULTRA MICRO VOLUME CEL
                (5-7 UL WORKING VOLUME)                   ***              ***
80-2103-69    MICRO VOLUME CELL (70 UL WORKING VOLUME)    ***              ***
80-2104-66    HELIX CAPILLARY CELL -
                100 QUARTZ CAPILLARIES                    ***              ***
80-2104-67    SPARE QUARTZ CAPILLARIES (100)              ***              ***
80-3004-65    10MM STANDARD CELL TDS                      ***              ***
80-2004-67    1MM TDS FLOWCELL AND MOUNT                  ***              ***
80-2108-12    TDS FLOWCELL 10MM P/L                       ***              ***
80-2108-13    TDS FLOWCELL 1MM P/L                        ***              ***

Product line, 4010, accessories

80-2109-01    TEMPERATURE CONTROLLER                      ***              ***
80-2109-02    SERIAL INTERFACE ADAPOR LEAD                ***              ***
80-2109-03    CHART RECORDER LEAD                         ***              ***
80-2109-04    2 POSITION MANUAL CELL CHANGER              ***              ***
80-2109-05    50MM PATHLENGTH CELL HOLDER                 ***              ***
80-2109-06    WATER HEATED CELL HOLDER U100               ***              ***
80-2109-08    FITTING KIT FOR EXTERNAL SAMPLE DELIVERY    ***              ***
80-2109-09    SPARE SINGLE CELL HOLDER                    ***              ***


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2109-13    DUST COVER                                  ***              ***
80-2109-33    TEST TUBE HOLDER U1000                      ***              ***
80-2109-07    ELECTRICALLY HEATED CELL HOLDER U1000       ***              ***
80-2109-12    USER MANUAL FOR ULTROSPEC 1000              ***              ***
80-2109-34    COMBINED SERIAL/CHART INTERFACE (U1000)     ***              ***
80-2109-45    DEMONSTRATION KIT USER MANUAL               ***              ***
80-2108-63    BASIC UV/VIS SPECTRO BOOKLET                ***              ***
80-2108-72    UV/VISIBLEWALL POSTER                       ***              ***

80-2109-11    DEUTERIUM LAMP ASSY 4010                    ***              ***

Product line, 4010, spares

80-2109-36    POWER SUPPLY ASSY U1000                     ***              ***
80-2109-37    MAIN PCB ASSY U1000                         ***              ***
80-2109-38    PHOTOMETER PCB ASSY 4010                    ***              ***
80-2109-39    LAMP-SELECT MOTOR 4010                      ***              ***
80-2109-40    FILTER MOTOR ASSY 4010                      ***              ***
80-2109-41    FILTER QUADRANT 4010                        ***              ***
80-2109-44    FAN 4010 SERIES                             ***              ***
80-2109-42    KEY BD/DISPLAY ASSY U1000                   ***              ***
80-2108-67    ULTROSPEC 1000 SERVICE MANUAL               ***              ***
80-2109-51    EPROM VI-4 (4010) IC102                     ***              ***
80-2109-46    CONTROLLER IC3 V1.0 (4020)                  ***              ***

Product line 4040. Novaspec 11. Accessories

80-2001-10    TEST TUBE COVER (100MM) NOVASPECT II        ***              ***
80-2103-70    NOVASPEC II USER MANUAL (PHARMACIA)         ***              ***
80-2104-65    NOVASPEC FUNNEL F/CELL COVER ASSEMBLY       ***              ***
80-2105-19    5MM CELL HOLDER FOR NOVASPEC II             ***              ***
80-2107-28    NOVASCAN SOFTWARE FOR WINDOWS               ***              ***
80-2001-11    SPECTRAL LIGHT PIPE NOVASPEC I              ***              ***
80-2077-57    MULTI-SIZE SAMPLE HOLDER NOVASPEC II        ***              ***
80-2078-89    SPECTRAL LIGHT PIPE NOVASPEC II             ***              ***
80-2079-61    10MM FUNNEL FLOWCELL VENTURI-NOVASPEC II    ***              ***
80-3089-80    16MM TEST TUBE HOLDER NOVASPEC II           ***              ***
80-2094-88    FUNNEL FLOWCELL HOLDER S/A                  ***              ***
80-2095-03    WATER HEATED CELL HOLDER NOVASPEC II        ***              ***
80-2005-94    TEST TUBE/CUVETTE HOLDER NOVASPEC I         ***              ***
80-2103-16    RS 232C LEAD, SPECTRO TO EPSON P40 PRINTER  ***              ***

Product line 4040. Novaspec II. Spares

80-2107-26    FUSE KIT NOVASPEC II                        ***              ***
80-2075-02    CONNECTOR 25 WAY D TYPE FEMALE SOCKET       ***              ***
80-2077-48    GRATING ASSY.                               ***              ***
80-2077-51    4040 FILTER WHEEL & MOTOR ASSEMBLY          ***              ***
80-2077-52    FILTER WHEEL S/A-4040                       ***              ***


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2077-56    MOUNTING BLOCK SUB ASSY 4040                ***              ***
80-2077-68    PHOTOMETER PCB                              ***              ***
80-2077-71    FILTER WHEEL MOTOR S/A 4040                 ***              ***
80-2077-73    4040 GRATING MOTOR ASSEMBLY                 ***              ***
80-2077-82    LAMPHOLDER MOUNTING BLOCK-4040              ***              ***
80-2078-03    FILTER 10 DIA 1 THK                         ***              ***
80-2078-04    FILTER 10 DIA 1 THK                         ***              ***
80-2078-23    FUSE CARRIER (DOUBLE)                       ***              ***
80-2078-70    4040 LAMP HOLDER                            ***              ***
80-2086-52    SPINDLE                                     ***              ***
80-2086-53    SPRING - 4040                               ***              ***
80-2099-96    4040 + DIA MEMBRANE KEYBOARD                ***              ***
80-2099-27    SAMPLE COVER S/A                            ***              ***
80-2101-32    DISPLAY WINDOW 4040                         ***              ***
80-2101-57    CONTROL EPROM V1.2 DIA PL                   ***              ***
80-2104-54    COLLIMATING MIRROR                          ***              ***
80-2107-34    MAIN PCB 4040 (CE)                          ***              ***
80-2107-35    TRANSFORMER 4040 (CE)                       ***              ***
80-2107-36    MAINS INLET (CE)                            ***              ***
80-2108-79    SEIKO DPU-414 SERIAL PRINTER                ***              ***

80-2063-23    IC SN74LSOON                                ***              ***

80-2080-53    CELL SPRING CLIP NOVASPEC II                ***              ***
80-2086-68    SERVICE MANUAL - 4040                       ***              ***
80-2088-93    E.U. (40004563/80200597)                    ***              ***
80-2088-94    E.U. (40007042/80207768)                    ***              ***
80-2106-40    NOVASPEC CLINICAL EPROM V1.0 (4040)         ***              ***
80-3107-98    EPROM V2.0 (4040) IC 100                    ***              ***

Product line 4050, Ultrospec II/III, accessories

80-2084-58    RS232C SERIAL INTERFACE LEAD -
                SPECTROPHOTOMETER                         ***              ***
80-2100-98    SERIAL TO DIN PRINTER LEAD                  ***              ***
80-2015-09    CORROSIVE FUME TRAP FOR FUNNEL FLOWCELL     ***              ***
80-2071-87    EPSON-IBM PARALLEL INTERFACE LEAD           ***              ***
80-2099-67    SIX POSN CELL CHANGER ULTROSPEC III         ***              ***
80-2099-71    TURRET THUMB SCREW (ULTROSPEC III)          ***              ***
80-2001-84    HPLC CELL HOLDER AND FLOWCELL               ***              ***
80-3001-85    CYLINDRICAL CELL HOLDER                     ***              ***
80-2001-86    10MM SINGLE CELL HOLDER                     ***              ***
80-2001-87    50MM SINGLE CELL HOLDER                     ***              ***
80-2001-89    ACCESSORY BASE PLATE                        ***              ***
80-2001-90    WATER HEATED SINGLE CELL HOLDER             ***              ***
80-2002-03    FOUR CELL HOLDER LONG PATHLENGTH            ***              ***
80-2102-13    TUBE RESTRAINER ASSEMBLY WATER
                HTD CELL CHANGER                          ***              ***


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2103-46    ULTROSPEC III MANUAL A5                     ***              ***
80-2103-18    ELECTRICAL VACUUM PUMP ACCESSORY KIT        ***              ***
80-2105-47    RS232CI/F CABLE M/F 25 INST TO 9 COMP       ***              ***
80-2007-13    TDS 8 POSITION, 1MM 6 FLOWCELL, 2 STOPPERED ***              ***
80-2007-16    TDS 8 POSITION 10MM 6 FLOWCELL, 2 STOPPERED ***              ***
80-2010-14    6 POSITION WATER HEATED TURRET              ***              ***
80-2070-57    TDS 8 POSITION 1MM 8 FLOWCELLS              ***              ***
80-2070-60    TDS 8 POSITION 10MM 8 FLOWCELLS             ***              ***
80-2076-34    MICROVOLUME CELL HOLDER                     ***              ***
80-2091-86    25MM TEST TUBE HOLDER                       ***              ***
80-2091-88    9-16MM TEST TUBE HOLDER                     ***              ***
80-2091-61    VENTURI FUNNEL FLOWCELL, 10MM               ***              ***
80-2093-74    TDS SOFTWARE 3.5 DISC                       ***              ***
80-2100-88    APPLICATIONS SOFTWARE MS WINDOWS
                ULTROSPEC III                             ***              ***
80-2103-88    ULTRA MICROVOLUME (SUL) CELL HOLDER         ***              ***
80-2100-58    DEUTERIUM LAMP AND MOUNT ASSEMBLY,
                VERSION 2                                 ***              ***
80-2102-70    FLOWCELL AND TUBING KIT AUTOFILL III/SIPPER ***              ***
80-2102-71    PUMP TUBING KIT AUTOFILL III/SIPPER         ***              ***
80-2007-06    TUBING KIT (TDS)                            ***              ***

Product line 4050, Ultrospec II/III, spares

80-2000-64    INTERCONNECTION LEAD                        ***              ***
80-2005-85    LAMP HOLDER - 4040/4040                     ***              ***
80-2022-94    TUNGSTEN LAMP 20W 12V                       ***              ***
80-2062-93    REFLECTIVE OPTOSWITCH                       ***              ***
80-2073-65    NUT M2 (PKT 10)                             ***              ***
80-2000-65    INTERCONNECTION LEAD AUX                    ***              ***
80-2062-50    LIGHT EMITTING DIODE                        ***              ***
80-2063-99    VOLTAGE SELECTOR                            ***              ***
80-2075-54    EPROM - 4050 V3.2 SUPPORT TIL END OF 2001   ***              ***
80-2075-55    EPROM - 4051 V3.2 SUPPORT TIL END OF 2001   ***              ***
80-2075-56    PROGRAM EPROM 4052 V3.2 SUPPORT TIL END
                OF 2001                                   ***              ***
80-2075-57    CONTROL EPROM IC23 4037 SUPPORT TIL END
                OF 2001                                   ***              ***
80-2075-59    EPROM IC23 V.6.2 4057 SUPPORT TIL END
                OF 2001                                   ***              ***
80-2099-65    EPROM IC3 4070 II/III V3 SUPPORT TIL END 
                OF 2001                                   ***              ***
80-2007-39    TDS PUMP CONTROL CABLE ASSEMBLY             ***              ***
80-2068-56    SET OF N/D CALIBRATION FILTERS              ***              ***
80-2069-63    CELL TURRET UPDATE KIT SUPPORT TIL EN
                OF 2001                                   ***              ***
80-2098-54    TOP COVER ASSY - SPARES AUTOFILL III        ***              ***
80-2098-99    SERVICE MANUAL - 4050 ULTROSPEC III         ***              ***
80-2108-94    EPROM V2.0 (4058)                           ***              ***


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

Product line 4054. Ultrospec Plus, accessories

80-2087-82    9-16MM TEST TUBE HOLDER ULTROSPEC PLUS      ***              ***
80-2104-95    AUTOSAMPLER INTERFACE KIT (4054)            ***              ***
80-2010-76    AUTOFIL PLUS                                ***              ***

Product line 4054, Ultrospec Plus, spares

80-3105-11    EPROM V2.5 (4054) CIII SUPPORT TIL END 
                OF 2001                                   ***              ***

80-2086-67    SERVICE MANUAL - 4054                       ***              *** 
80-2107-49    SEIKO PRINTER (4054) REPLACED BY 
                80-2108-79                                ***              *** 
80-2108-95    EPROM (ICI 110) V2.6 4054 SUPPORT TO END 
                OF 2001                                   ***              ***

Product line 4060, Biochrom 4060, accessories

80-2103-46    MULTIPURPOSE CELL HOLDER                    ***              ***
80-2103-47    SIPPER ACCESSORY                            ***              ***
80-2103-48    FELTIER HTD CELL HOLDER SINGLE              ***              ***
80-2103-49    SINGLE CELL HOLDER WATER HEATED             ***              ***
80-2103-50    MICROVOLUME CELL HOLDER                     ***              ***
80-2103-51    SEVEN CELL CHANGER                          ***              ***
80-2103-52    SEVEN CELL CHANGER (WM) WATER HEATED        ***              ***
80-2103-66    SEVEN CELL CHANGER BASE PLATE               ***              ***
80-2103-67    HPLC FLOWCELL/HOLDER                        ***              ***
80-2103-82    ACCESSORY BASEPLATE                         ***              ***
80-2105-41    CELL COMPARTMENT COVER FOR BIOCHROM 4060    ***              ***
80-2105-52    7 POSITION FELTIER CELL CHANGER             ***              ***
80-2105-94    TM PROGRAMMABLE FELTIER CELL HOLDER
                AND SOFTWARE                              ***              ***
80-2106-58    BIOCHROM 4060 USER MANUAL                   ***              ***
80-2103-29    DEUTERIUM LAMP & COLLAR                     ***              ***

Product line 4060, Boichrom 4060, spares

80-2103-20    GRATING MOTOR S/A                           ***              ***
80-2103-22    LAMP SELECT MIRROR ASSY                     ***              ***
80-2103-23    CONTROL MOTOR ASSY LAMP SELECT 
                & DARK FLAG                               ***              ***
80-2103-24    TUNGSTEN LAMP SOCKET                        ***              ***
80-2103-25    F/W AND MOTOR ASSY                          ***              ***
80-2103-26    FILTER WHEEL MOTOR                          ***              ***
80-2103-28    PHOTOMULTIPLIER TUBE                        ***              ***
80-2103-30    PMT CONTROL PCB ASSY                        ***              ***
80-2103-32    POWER SUPPLY PCB ASSY                       ***              ***
80-2103-33    TRANSFORMER ASSY                            ***              ***
80-2103-36    RING SNAP                                   ***              ***
80-2103-40    FAN ASSY                                    ***              ***
80-2103-42    TENSATOR SPRING                             ***              ***

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2103-43    POWER-ON INDICATOR ASSY                     ***              ***
80-2104-83    TUBING RESTRAINER 4060 WATER HTD
                CELL CHANGER                              ***              ***
80-2107-23    MAIN PCB (4060) VER 2                       ***              ***
80-2103-63    BIOCHROM 4060 SERVICE MANUAL                ***              ***
80-2103-83    FILTER FLAG & MOTOR ASSY                    ***              ***
80-2103-84    FILTER FLAG ASSY                            ***              ***
80-2105-57    BIOCHROM 4060 DUST COVER                    ***              ***
80-2106-67    EPROM V1.4 (4060) IC404                     ***              ***
80-2106-68    EPROM V1.4 (4060) IC405                     ***              ***
80-2107-24    EPROM V2.00 4060 IC404                      ***              ***
80-2107-25    EPROM V2.00 4060 IC405                      ***              ***

Product line 4080 / 4081. GeneQuant and GeneQuant ii, spares and accessories

80-2105-20    GENEQUANT USER MANUAL                       ***              ***

80-2105-56    DEUTERIUM LAMP GENEQUANT                    ***              ***
80-2105-09    4080 PRINTER CABLE                          ***              ***

80-2104-57    MAIN PCB 4080                               ***              ***
80-2104-59    OPTICAL UNIT 4080                           ***              ***
80-2104-60    TOP COVER ASSEMBLY 4080                     ***              ***
80-2104-61    EPROM 4080 V1.5                             ***              ***
80-2105-18    GENEQUANT DUST COVER                        ***              ***
80-2105-44    EPROM V2.2 (4080p) IC106                    ***              ***
80-2105-64    SIDE ARM SPRING CLIP FOR GENEQUANT          ***              ***
80-2106-21    KEYBOARD - GENEQUANT                        ***              ***
80-2106-23    DISPLAY - GENEQUANT                         ***              ***
80-2107-37    TRANSFORMER/REAR PANEL 4080 (CE)            ***              ***

80-2107-33    MOQ FILTER SET (MEDELCO) FOR GENEQUANT      ***              ***

80-2105-58    CENEQUANT II USER MANUAL                    ***              ***

80-2106-27    KEYBOARD - GENEQUANT II                     ***              ***
80-2106-32    EPROM 4081 v 1.0                            ***              ***

Product line 4090, Ultrospec 2000, accessories

80-2105-49    TEMPERATURE CONTROL UNIT                    ***              ***
80-2105-88    SWIFT-SCAN SOFTWARE                         ***              ***
80-2105-89    SWIFT-KIN SOFTWARE                          ***              ***
80-2105-90    SWIFT-TIME SOFTWARE                         ***              ***
80-2105-91    SWIFT-QUANT SOFTWARE                        ***              ***
80-2105-92    SWIFT-MULTI SOFTWARE                        ***              ***
80-2105-93    SWIFT-FRAC SOFTWARE                         ***              ***
80-2105-97    RS232C1/F CABLE M/F 9 INST TO 9 COMP        ***              ***

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2106-01    4 POSITION CELL HOLDER                      ***              ***
80-2106-02    6 POSITION CELL CHANGER                     ***              ***
80-2106-03    6 POSITION WATER HEATED CELL CHANGER        ***              ***
80-2106-04    6 POSITION FELTIER HEATED CELL CHANGER      ***              ***
80-2106-05    10MM SINGLE CELL HOLDER                     ***              ***
80-2106-06    ULTRAMICROVOLUME CELL HOLDER, 2 AXIS 
                ADJUST                                    ***              ***
80-2106-07    50MM SINGLE CELL HOLDER                     ***              ***
80-2106-08    WATER HEATED SINGLE CELL HOLDER             ***              ***
80-2106-09    MICROVOLUME CELL HOLDER (50 UL)             ***              ***
80-2106-10    CYLINDRICAL CELL HOLDER                     ***              ***
80-2106-11    HPLC CELL HOLDER AND FLOWCELL               ***              ***
80-2106-12    10MM ELECTRICALLY HEATED CELL HOLDER        ***              ***
80-2106-13    10MM FELTIER HEATED CELL HOLDER             ***              ***
80-2106-14    TM PROGRAMMABLE HEATED CELL HOLDER
                AND SOFTWARE                              ***              ***
80-2106-15    SIPPER                                      ***              ***
80-2106-19    DUST COVER 4090                             ***              ***
80-2106-24    ULTROSPEC 2000 USER MANUAL                  ***              ***
80-2106-26    SWIFT-LAB SOFTWARE                          ***              ***
80-2106-31    SWIFT-METHOD SOFTWARE                       ***              ***
80-2106-51    RS232C UF CABLE M/F 9 INST TO 25 COMP       ***              ***
80-2106-59    SWIFT SOFTWARE USER MANUAL                  ***              ***
80-2106-60    PRINTER STAND                               ***              ***

80-2104-96    AUTOSAMPLER INTERFACE KIT 
                (2000/3000/4000)                          ***              ***
80-2105-95    CHART RECORDER CABLE                        ***              ***
80-2106-78    ACCESSORIES USER MANUAL                     ***              ***
80-2107-14    100MM SINGLE CELL HOLDER                    ***              ***
80-2108-10    SINGLE CELL HOLDER - USE WITH MAGNETIC
                STIRRER                                   ***              ***
80-2108-64    SPRECROPHOTOMETRY DEMO KIT                  ***              ***

80-2055-13    TUBING KIT FOR FLOWCELL                     ***              ***
80-2106-16    TUNGSTEN HALOGEN LAMP 4090                  ***              ***
80-2106-17    DEUTERIUM LAMP ASSY, 4090                   ***              ***

80-2080-74    PUMP TUBING (PKT OF 6)                      ***              ***

80-2106-99    VITON PUMP TUBING                           ***              ***
80-2107-68    CELL HOLDER ASSEMBLY                        ***              ***
80-2107-69    CELL CORNER SPRING                          ***              ***
80-2107-70    CELL PACKERS (8) FOR 1MM PATHLENGTH CELLS   ***              ***
80-2107-71    CELL PACKERS (8) FOR 5MM PATHLENGTH CELLS   ***              ***

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

Product line 4090, Ultrospec 2000. spares

80-2106-18    BASEPLATE PLUG FOR 4090 SAMPLE 
                COMPARTMENT                               ***              ***
80-2106-44    PHOTOMETER PCT ASSY 4090                    ***              ***
80-2106-45    LAMP-SELECT MOTOR ASSY                      ***              ***
80-2106-46    FILTER MOTOR ASSY                           ***              ***
80-2106-48    CELL MOTOR ASSY 4090                        ***              ***
80-2106-49    DISPLAY MODULE 4090                         ***              ***
80-2106-50    KEYBOARD & WINDOW 4090                      ***              ***
80-2106-61    CELL CHANGER THUMB SCREW                    ***              ***
80-2106-80    CONCAVE DIFFRACTION GRATING                 ***              ***
80-2107-38    MAIN PCB ASSY 4090 (CE)                     ***              ***
80-2107-39    POWER SUPPLY ASSY 4090 (CE)                 ***              ***
80-2107-47    FAN 4090 SERIES                             ***              ***
80-2107-48    FILTER QUADRANT ASSY                        ***              ***
80-2108-62    LAMP SELECT MIRROR 4090                     ***              ***

80-2009-85    F/CELL-TUBING SPARE DIT ULTROSPEC 2000 
                SERIES                                    ***              ***
80-2106-52    UL TROSPEC 2000 SERVICE MANUAL              ***              ***
80-2106-83    HEIGHT GAUGE                                ***              ***
80-2107-00    EPROM V3.0 (ICI1) TEMP CONTROL UNIT         ***              ***
80-2107-18    CALIBRATION SOFTWARE AND FILTER-ACCRED
                ENG ONLY                                  ***              ***
80-2107-21    SLAVE MICROCONTROLLER V1.70 4090/4094 
                IC127                                     ***              ***
80-2107-66    EPROM V1.90 400IC105 VAN DER HEYDEN         ***              ***
80-2108-60    LAMP ACCESS COVER 4090                      ***              ***
80-2108-61    CELL COMPARTMENT ACCESS COVER (4090)        ***              ***
80-2108-96    ELSA CD-ROM V1.00 (ULTROSPEC 2000 ONLY)     ***              ***
80-2109-59    EPROM V2.2 4090 ICI05 PL                    ***              ***

Product line 4090, Ultrospec 3000, spares

80-2106-25    ULTROSPEC 3000 USER MANUAL                  ***              ***
80-2106-55    VGA DRIVER PCB 4094                         ***              ***
80-2106-56    VGA DISPLAY 4094                            ***              ***
80-2106-57    KEYBOARD & WINDOW 4094                      ***              ***

80-2106-53    ULTROSPEC 3000 SERVICE MANUAL               ***              ***
80-2108-97    EPROM V2.1 (4094)                           ***              ***

Product line 4096, Ultrospec 4000, accessories

80-2108-31    SWIFT II - MTHOD S/W                        ***              ***
80-2100-50    QUAL/PERE VERIF LOGBOOK FOR PHB
                UV/VIS SPECTROS                           ***              ***

80-2107-68    SWIFT II - SCAN S/W                         ***              ***
80-2107-89    SWIFT II - KIN S/W                          ***              ***

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

80-2107-90    SWIFT II - TIME S/W                         ***              ***
80-2107-91    SWIFT II - QUANT S/W                        ***              ***
80-2107-92    SWIFT II - MULTI S/W                        ***              ***
80-2107-93    SWIFT II - FRAC S/W                         ***              ***
80-2108-01    8 POSITION CELL CHANGER                     ***              ***
80-2108-04    ULTROSPEC 4000 USER MANUAL                  ***              ***
80-2108-25    SWIFT II USER MANUAL                        ***              ***
80-2108-26    SWIFT II - LAB S/W                          ***              ***

80-2108-08    CELL HOLDER ASSY 4096                       ***              ***

Product line 4096, Ultrospec 4000, spares

80-2108-05    ULTROSPEC 4000 SERVICE MANUAL               ***              ***
80-2108-09    PHOTOMETER PCG ASSY 4096                    ***              ***
80-2108-28    SLAVE MICROCONTROLLER V1.1 4096 ICI27       ***              ***
80-2109-49    EPROM V2.0 4096 ICI05                       ***              ***

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                                                                Schedule 3(a)(i)

                          FORECAST

                                              BIOCHROM


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                      March    April    May    June    Q2      July    August  September  Q3   October   November   December    Q4
----------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                            <C>
Nevaspec               21                              72
----------------------------------------------------------------------------------------------------------------------------------
Ultrospec 1000E         7.5                            15.5
----------------------------------------------------------------------------------------------------------------------------------
Ultrospec 1080         23                              43
----------------------------------------------------------------------------------------------------------------------------------
Ultrospec 2080         63                             280
----------------------------------------------------------------------------------------------------------------------------------
Ultrospec 3900         44                             148
----------------------------------------------------------------------------------------------------------------------------------
Ultrospec 4900         22                              21.5
----------------------------------------------------------------------------------------------------------------------------------
Genequant              11                              35
----------------------------------------------------------------------------------------------------------------------------------
Genequant II           33                             123
----------------------------------------------------------------------------------------------------------------------------------
Genequantpro
----------------------------------------------------------------------------------------------------------------------------------
B20 (autoloader)       21                              22
----------------------------------------------------------------------------------------------------------------------------------
B20 (autosampler)      22                              22
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                                  Schedule 3(b)

All costs in SEK

APBiotech site costs

Hardware

179730-021        ProLiant 3000R P450-512K                  Price 38894
295643-B21        Smart 3200 Array Controller               Price 17150
336356-B2         4.3GB Wide-Ultra SCSI-3 10K               Price 5024 x 3
306592-B2         RPS-aggregate ProLiant 3000/5500          Price 5613
313616-B21        256MB 5DRAM DIMM                          Price 10954
PILA 8460         EtherExpress PRO/100 for PCI              Price 664 x 2
Sony 17"          Museum GDM-200PST TCO-95                  Price 5910

                  Subtotal                                  89.000

Software

                  Microsoft NT server 4.0                   Price 3000
                  FW Encrypton center 4.0                   Price 141.500
                  Areserve Back-up software                 Price 3640

                  Subtotal                                  153.140

Installation

                  Upnet personal 36cm a 1000 kr             Price 36000

                  Subtotal                                  36.000

Biochrom site costs

                  Cisco 2500 Routers                        Price 25000 x 2

                  Subtotal                                  50.000

                  Grand Total                               328.140

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                                  Schedule 5(d)

Barclays Bank PLC
Barclays Business Centre
Cambridge, Chesterton Branch
28 Chesterton Road, Cambridge
Sort Code 201735
Account #***
Account Name: Biochrom Limited

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                                  Schedule 19E

Perkin-Elmer Corporation and any entity that, directly or indirectly, is
wholly-owned, or has not less than a majority of its voting power or economic
interests owned, by Perkin-Elmer Corporation

Bio-Rad Laboratories, Inc. and any entity that, directly or indirectly, is
wholly-owned, or has not less than a majority of its voting power or economic
interests owned, by Bio-Rad Laboratories, Inc.

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                                ESCROW AGREEMENT

                                                               Exhibit 1A(a)

                  This ESCROW AGREEMENT is entered into as of _____________,
1999 by and among Biochrom Limited, a limited liability company incorporated
under the laws of England ("Newco"), Amersham Pharmacia Biotech AB, a company
incorporated in Sweden ("AP Biotech") and Boston Safe Deposit & Trust Company
(the "Escrow Agent").

                  WHEREAS, pursuant to a certain Asset Purchase Agreement, dated
as of March 2, 1999 (the "Purchase Agreement"), by and among Newco, Pharmacia
Biotech (Biochrom) Limited ("Seller"), Harvard Apparatus, Inc. and Pharmacia &
Upjohn, Inc., Newco has agreed to purchase the business and substantially all of
the assets of Seller (the "Asset Purchase");

                  WHEREAS, as a condition to the consummation of the Asset
Purchase, Newco and AP Biotech have entered into a certain Distribution
Agreement, dated as of March 2, 1999 (the "Distribution Agreement"), pursuant to
which Newco has agreed to sell to AP Biotech, and AP Biotech has agreed to
distribute, certain of Newco's products;

                  WHEREAS, pursuant to Section 1A(a) of the Distribution
Agreement, on the date hereof, AP Biotech will deposit with the Escrow Agent
certain information regarding its customers for the three (3) years prior to the
date of the closing of the Asset Purchase (the "Closing Date"), such information
to be both in paper form and contained on a floppy diskette (the "Initial
Customer Information"), to be held as hereinafter provided;

                  WHEREAS, pursuant to Section 1A(b) of the Distribution
Agreement, within thirty (30) days following June 30 and December 31 of each
calendar year during the term of the Distribution Agreement, AP Biotech shall
deposit with the Escrow Agent certain information regarding its customers with
respect to the six month period immediately preceding each of such dates (or in
the case of June 30, 1999, with respect to the period between the Closing Date
and June 30, 1999), such information to be both in paper form and contained on a
floppy diskette (the "Semi- Annual Customer Information" and, together with the
Initial Customer Information, the "Customer Information"), with the Escrow
Agent, to be held as hereinafter provided;

                  WHEREAS, the Escrow Agent is willing to establish an escrow
account on the terms and subject to the conditions hereinafter set forth.

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      1. APPOINTMENT OF ESCROW AGENT. Newco and AP Biotech hereby appoint Boston
Safe Deposit & Trust Company as Escrow Agent, and Boston Safe Deposit & Trust
Company hereby accepts such appointment.

      2. ESTABLISHMENT OF ESCROW.

            (a) On the date hereof, AP Biotech will deposit with the Escrow
Agent the Initial Customer Information in accordance with Section 1A(a) of the
Distribution Agreement and the Escrow Agent hereby acknowledges receipt of such
Initial Customer Information.

            (b) In accordance with Section 1A(b) of the Distribution Agreement,
within thirty (30) days following June 30 and December 31 of each calendar year
during the term of this Escrow Agreement, AP Biotech shall deposit with the
Escrow Agent the Semi-Annual Customer Information for the six month period
immediately preceding each such date (or in the case of June 30, 1999, with
respect to the period between the Closing Date and June 30, 1999). The Escrow
Agent shall acknowledge receipt of each such deposit by AP Biotech of
Semi-Annual Customer Information in writing to each of Newco and AP Biotech (in
accordance with the notice provisions set forth in Section 8 hereof) within five
(5) business days after such deposit is made. Such Initial Customer Information,
together with all Semi-Annual Customer Information, as held by the Escrow Agent
in accordance with the terms of this Agreement, shall be referred to herein as
the "Escrow." The Escrow shall be segregated from the other assets of the Escrow
Agent, held in a fire-proof location subject to appropriate controls necessary
to maintain the confidentiality of the materials constituting the Escrow in
accordance with the provisions of Section 13 hereof, and held in trust for the
benefit of Newco pursuant hereto.

            (c) In accordance with Section 1A(c) of the Distribution Agreement,
within ten (10) business days following the execution of this Agreement and the
deposit by AP Biotech of the Initial Customer Information with the Escrow Agent
as provided for in Section 2(a) above, the Escrow Agent shall deliver to Newco
and AP Biotech (in accordance with the notice provisions set forth in Section 8
hereof) copies of that number of pages of the Initial Customer Information which
contains the names and information with respect to approximately, but not less
than, twenty (20) customers, which pages shall be selected by the Escrow Agent
at random.

      3. DISTRIBUTION. The Escrow Agent shall distribute all of the Customer
Information from the Escrow to Newco or its designee as set forth in written
instructions executed by Newco in the form attached hereto as Exhibit B, which
statement shall be true and correct as of the date delivered.

      4. TERMINATION. This Escrow Agreement shall terminate upon the
distribution of the Customer Information in accordance with Section 3 hereof.


                                       2

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OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      5. DUTIES AND RESPONSIBILITIES OF ESCROW AGENT.

            (a) DUTIES LIMITED. The Escrow Agent undertakes to perform only such
duties as are expressly set forth herein. The Escrow Agent shall not be bound by
any waiver, modification, amendment, termination, cancellation or revision of
this Escrow Agreement, unless any of the foregoing is in writing and signed by
each of the parties hereto. The Escrow Agent shall not be bound by any
assignment by any party hereto of its rights hereunder unless (i) the assignment
complies with Section 10 hereof, and (ii) the Escrow Agent shall have received
written notice thereof from the assignor. The Escrow Agent is not deemed to have
any knowledge of the terms of the Distribution Agreement.

            (b) NO REPRESENTATIONS. The Escrow Agent makes no representation as
to the validity, value, genuineness or the collectibility of any security or
other document or instrument held by or delivered to the Escrow Agent.

            (c) INDEMNIFICATION OF ESCROW AGENT. Newco and AP Biotech hereby
jointly and severally agree to indemnify the Escrow Agent for, and to hold it
harmless against, any and all claims, suits, actions, proceedings,
investigations, judgments, deficiencies, damages, settlements, liabilities and
expenses (including reasonable legal fees and expenses of attorneys chosen by
the Escrow Agent) as and when incurred, arising out of or based upon any act,
omission, alleged act or alleged omission by the Escrow Agent or any other
cause, in any case in connection with the acceptance of, or performance or
non-performance by the Escrow Agent of, any of the Escrow Agent's duties under
this Escrow Agreement, except as a result of the Escrow Agent's bad faith,
willful misconduct or gross negligence. Except in cases of the Escrow Agent's
bad faith, willful misconduct or gross negligence, the Escrow Agent shall be
fully protected in acting in reliance upon any certificate, statement, request,
notice, advice, direction, other agreement or instrument or signature reasonably
and in good faith believed by the Escrow Agent to be genuine, in assuming that
any person purporting to give the Escrow Agent any of the foregoing in
accordance with the provisions hereof, or in connection with either this Escrow
Agreement or the Escrow Agent's duties hereunder, has been duly authorized to do
so, or in acting or failing to act in good faith on the advice of any counsel
retained by the Escrow Agent. The Escrow Agent shall not be liable for any
mistake of fact or law or any error of judgment, or for any act or omission,
except as a result of its bad faith, willful misconduct or gross negligence.

            (d) LIABILITY OF ESCROW AGENT. The Escrow Agent shall incur no
liability whatever in connection with its duties hereunder except for bad faith,
willful misconduct or gross negligence. In the event that the Escrow Agent shall
be uncertain as to its duties or rights hereunder, or shall receive any
certificate, statement, request, notice, advice, direction or other agreement or
instrument from any other party with respect to the Escrow which, in the Escrow
Agent's reasonable and good faith opinion, is in conflict with any of the
provisions of this Escrow Agreement, or shall be advised that a
dispute has arisen with respect to the distribution, ownership or right of
possession of the Escrow or any part thereof (or as to the delivery,


                                       3

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OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

non-delivery or content of any certificate, statement, request, notice, advice,
direction or other agreement or instrument), the Escrow Agent shall be entitled,
without liability to any person, to refrain from taking any action other than to
use its best efforts to keep safely the Escrow until the Escrow Agent shall be
directed otherwise in accordance with Section 3 hereof, but the Escrow Agent
shall be under no duty to institute or defend any proceeding, although the
Escrow Agent may, in its discretion and at the expense of Newco, on the one
hand, and AP Biotech, on the other hand, as provided in Section 5(c) hereof,
institute or defend such proceedings. In the event of any dispute hereunder, the
Escrow Agent shall be entitled to petition a court of competent jurisdiction and
shall perform any acts ordered by such court.

            (e) AUTHORITY TO INTERPLEAD. The parties hereto authorize the Escrow
Agent, if the Escrow Agent is threatened with litigation or is sued, to
interplead all interested parties in any court of competent jurisdiction and to
deposit the Escrow with the clerk of that court.

      6. RESIGNATION; SUCCESSOR ESCROW AGENT.

            (a) RESIGNATION. The Escrow Agent may resign and be discharged from
its duties and obligations hereunder at any time by giving no less than thirty
(30) days notice of such resignation to Newco and AP Biotech, specifying the
date when such resignation shall take effect. Thereafter, the Escrow Agent shall
have no further obligation hereunder except to hold the Escrow as depositary. In
the event of such resignation, Newco and AP Biotech agree that they will jointly
appoint a banking corporation, trust company, attorney or other person as
successor Escrow Agent within thirty (30) days of notice of such resignation.
The Escrow Agent shall refrain from taking any action until it shall receive
joint written instructions from Newco and AP Biotech designating the successor
Escrow Agent. Upon receipt of such instructions, the Escrow Agent shall promptly
deliver all of the Escrow to such successor Escrow Agent in accordance with such
instructions and upon receipt of the Escrow, the successor Escrow Agent shall
thereupon be bound by all of the provisions hereof.

            (b) TERMINATION OF ESCROW AGENT. Newco and AP Biotech acting 
together shall have the right to terminate the appointment of the Escrow 
Agent hereunder by giving notice in writing of such termination to the Escrow 
Agent, specifying the date upon which such termination shall take effect. 
Prior to the date of such termination, Newco and AP Biotech agree that they 
will jointly appoint a banking corporation, trust company, attorney or other 
person as successor Escrow Agent. Upon receipt of joint written instructions 
from Newco and AP Biotech designating the successor Escrow Agent, the Escrow 
Agent shall promptly deliver to such successor Escrow Agent all of the Escrow 
in accordance with such instructions and upon receipt of the Escrow, the 
successor Escrow Agent shall thereupon be bound by all of the provisions 
hereof. In the event that the Escrow Agent does not receive such instructions 
prior to the date of termination of the Escrow Agent's duties hereunder, the 
Escrow Agent shall have no further obligation hereunder except to hold the 
Escrow as depositary.

                                       4

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OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      7. SUCCESSOR ESCROW AGENT. Upon receipt by the successor Escrow Agent of
the Escrow, the Escrow Agent shall be released from its obligations hereunder,
and the successor Escrow Agent shall thereupon be bound by all of the provisions
hereof and the term "Escrow Agent" as used herein shall mean such successor
Escrow Agent. The provisions of Sections 5(c), 5(d) and 5(e) shall inure to the
benefit of the Escrow Agent notwithstanding its release or removal.

      8. NOTICES. Any notice permitted or required hereunder shall be deemed to
have been duly given if delivered personally, sent by facsimile transmission or
if mailed certified or registered mail, postage prepaid, to the parties at their
respective addresses set forth below or to such other address as any party may
hereafter designate.

      If to Newco:

            Biochrom Limited
            22 Cambridge Science Park
            Milton Rd.
            Cambridge CB4 4FJ
            England
            Attention: Barry Brown
            Facsimile No.: 011-44-122-342-0238
      
      with a copy to:

            Harvard Apparatus, Inc.
            84 October Hill Road
            Holliston, MA 01746
            Attn: David Green
            Fax: (508) 429-5732
        
            Goodwin, Procter & Hoar LLP
            Exchange Place
            Boston, MA 02109
            Attn: H. David Henken, P.C
            Fax: (617) 523-1231
        
            Cameron McKenna
            Mitre House
            160 Aldersgate Street
            London, EC1A 4DD
            Attention: Guilherme Brafman
            Facsimile No.: 011-44-171-367-2000


                                       5

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      If to AP Biotech:
   
            Amersham Pharmacia Biotech AB
            Bjorkgatan 30
            SE-751 84 Uppsala
            Sweden
            Attention: Ulf Lundberg, Esq.
            Facsimile No.: 011-46-18-321-126
   
      with a copy to:
   
            Cardiff Labs
            Forrest Farm Estate
            Whitchurch
            Cardiff, Wales CF4 7YT
            Attention: Andrew Carr
            Facsimile No.: 011-44-122-252-6440
   
            Curtis, Mallet-Prevost, Colt & Mosle
            101 Park Avenue
            New York, New York 10178
            Attention: Eric Gilioli, Esq.
            Facsimile No.: (212) 697-1559
   
      If to the Escrow Agent:
   
            Boston Safe Deposit and Trust Company
            One Boston Place
            Third Floor/024-003C
            Boston, MA 02108
            Attention: Brian F. Gregory
            Fax: (617) 722-7982

      9. MODIFICATIONS. This Agreement may not be altered or modified without
the express written consent of the parties hereto. No course of conduct shall
constitute a waiver of any of the terms and conditions of this Agreement, unless
such waiver is specified in writing, and then only to the extent so specified. A
waiver of any of the terms and conditions of this Agreement on one occasion
shall not constitute a waiver of the other terms of this Agreement, or of such
terms and conditions on any other occasion.

      10. ASSIGNMENT. No assignment of any rights or delegation of any
obligations provided for herein may be made by any party hereto without the
express written consent of


                                       6

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the other parties hereto, except for the provisions hereof respecting 
successor Escrow Agents. This Escrow Agreement shall inure to the benefit of 
any binding upon the successors, heirs, personal representatives and 
permitted assigns of the parties hereto.

      11. FEES AND EXPENSES OF ESCROW AGENT. Except as provided in Section 5
above, the fees and expenses of the Escrow Agent for serving as Escrow Agent
hereunder are as set forth on Exhibit A hereto. Such fees and expenses shall be
borne by Newco.

      12. MISCELLANEOUS. This Agreement shall be construed under and governed by
the laws of The Commonwealth of Massachusetts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original but all of
which shall constitute one agreement.

      13. CONFIDENTIALITY. The Escrow Agent agrees that it shall treat any and
all information in the Escrow (all such Escrow information being "Confidential
Information") as confidential and shall not disclose any Confidential
Information to any third party, other than its legal advisors who have a need to
know, for any purpose other than the performance of its obligations under the
Escrow Agreement without the prior written consent of Newco and AP Biotech;
provided, however, that the limitation on disclosure set forth in this Section
13 shall not apply in the case of any information which the disclosing party is
required to disclose by law (including the regulations of a stock exchange) or a
court order.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


      IN WITNESS WHEREOF, the parties have executed this as of the date first
forth above.


                                         BIOCHROM LIMITED


                                         By:
                                             ---------------------------------
                                             Name:
                                             Title:


                                         AMERSHAM PHARMACIA BIOTECH AB


                                         By:
                                             ---------------------------------
                                             Name:
                                             Title:


                                         BOSTON SAFE DEPOSIT AND TRUST
                                           COMPANY


                                         By:
                                             ---------------------------------
                                             Name:
                                             Title:

<PAGE>

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OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                                    EXHIBIT A

                                ESCROW AGENT FEES


           $425 per calendar quarter during the term of this Agreement


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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
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                                    EXHIBIT B

Boston Safe Deposit & Trust Company
One Boston Place
Boston, MA 02110
Attn:  Brian Gregory

      Re: ESCROW ACCOUNT FOR BIOCHROM LIMITED/AMERSHAM PHARMACIA BIOTECH AB

Ladies and Gentlemen:

      Reference is hereby made to that certain Escrow Agreement, dated
__________, 1999 by and among Biochrom Limited ("Biochrom"), Amersham Pharmacia
Biotech AB ("AP Biotech") and Boston Safe Deposit & Trust Company (the "Escrow
Agreement").

      The undersigned duly authorized officer of Biochrom, in his/her capacity
as such, does hereby certify as follows:

      1. Either (a) the Distribution Agreement has been terminated pursuant to
Section 16(a) or Section 16(c) thereof and notice of termination has been
physically delivered by the terminating party to the non-terminating party or
(b) the Distribution Agreement has automatically terminated pursuant to Section
16(b)(i) or Section 16(b)(ii) thereof; and

      2. AP Biotech has not delivered a notice of termination to Biochrom
pursuant to Section 16(b)(i) of the Distribution Agreement as a result of (a) a
breach by Biochrom of its obligations under Section 15(b) thereof or (b) a Newco
Sales Breach (as defined in the Distribution Agreement) prior to the effective
date of the termination of the Distribution Agreement.

      Therefore, in accordance with Section 3 of the Escrow Agreement, you are
hereby instructed to distribute all of the Customer Information (as defined in
the Escrow Agreement) from the Escrow (as defined in the Escrow Agreement) to:

            Biochrom Limited
            22 Cambridge Science Park
            Milton Rd.
            Cambridge CB4 4FJ
            England
            Attention: Barry Brown


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OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

In witness whereof, the undersigned has executed this letter as of the date
first written above on behalf of Biochrom Limited


                        BIOCHROM LIMITED


                        By:
                           -----------------------------


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                                                               Schedule 13(b)(i)

         TRADE MARK LICENSE AGREEMENT (this Agreement) made March 2,1999

BETWEEN

      (1) PHARMACIA & UPJOHN, INC., a Delaware corporation with offices at 7000
Portage Road, Kalamazoo, MI 49001 U.S.A. (Licensor).

      (2) BIOCHROM LIMITED, a limited liability company incorporated in England
whose registered office is at Cambridge Science Park, Milton Road, Cambridge CB4
4FJ, England (Licensee).

WHEREAS

      (A) The Licensor is the beneficial owner and the registered proprietor or
has made application for the registration of, and licenses or through its
associated companies has used in connection with its business for a number of
years, the Licensed Marks, the particulars of which are set out in Schedule 1.

      (B) The Licensor has agreed to grant or to cause to procure the grant to
the Licensee of certain rights in respect of the Licensed Marks subject to the
terms and conditions of this Agreement.

      (C) This Agreement has been entered into in pursuance of the Asset
Purchase Agreement dated March 2, 1999 (the Asset Purchase Agreement) which
contemplates the sale to Licensee by Pharmacia Biotech (Biochrom) Limited
(Biochrom) of substantially all of the assets of Biochrom, and the Distribution
Agreement dated March 2, 1999 (the Distribution Agreement) between Licensee and
Amersham Pharmacia Biotech AB (AP Biotech) being entered into in connection with
the Asset Purchase Agreement.

IT IS AGREED AS FOLLOWS

                                   DEFINITIONS

      1.1 In this Agreement unless the context otherwise requires the following
expressions shall have the following meanings (capitalized terms used herein
without definition have the meanings assigned to them in the Distribution
Agreement):

      Business means the manufacture and sale by Biochrom of the Products and
the distribution of the Products as contemplated in the Distribution Agreement.

      Licensed Marks means those trade marks which are registered or the subject
of a pending application particulars of which are set out in Schedule 1.


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      Products means the Current Products and New Products as defined in the
Distribution Agreement.

                                 INTERPRETATION

      1.2 In this Agreement unless the context otherwise requires:

            (a) reference to persons shall include individuals, bodies corporate
(wherever incorporated), unincorporated associations and partnerships;

            (b) the headings are inserted for convenience only and shall not
affect the construction of the Agreement;

            (c) references to one gender shall include each gender and all
genders; and

            (d) any reference to an enactment is a reference to it as from time
amended, consolidated or re-enacted (with or without modification) and includes
all instruments or orders made under such enactment.

      1.3 The schedules comprise Schedules to this Agreement and form part of
this Agreement.

                                GRANT OF LICENSE

      2.1 In consideration of the good and valuable consideration given by the
Licensee in pursuance of the Asset Purchase Agreement and the Distribution
Agreement, the Licensor hereby grants to and/or agrees to cause to procure the
grant to the Licensee of a royalty-free, non-exclusive, non-sublicensable
license to use, solely in connection with the Business, the Licensed Marks on or
in relation to the Products, subject to the provisions set out in this
Agreement. The Licensee acknowledges and agrees that, after four (4) months from
the Closing Date (as defined in the Asset Purchase Agreement) or, in the case of
Fisher Scientific Limited, after December 3 1, 1999, the Licensee shall be
entitled to use the Licensed Marks solely in connection with the Products to be
sold by the Licensee to AP Biotech pursuant to the Distribution Agreement unless
AP Biotech shall otherwise consent in writing.

      2.2 The license granted hereunder shall be for the term of this Agreement.

      2.3 The Licensor or Licensee shall at the request of the other party
execute and at Licensee's expense take all steps reasonable requisite for the
registration or recordal of the license granted hereunder in such form as may be
reasonably required by the requesting party. The Licensee agrees that any such
recordal may be canceled by the Licensor on the termination of this Agreement in
accordance with its terms and that it will assist the Licensor so far as is
necessary to achieve such cancellation by executing any necessary documents or
doing any necessary acts


                                       2

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in connection therewith.

                                CONDITIONS OF USE

      3.1 The Licensee hereby undertakes that:

            (a) it will use the Licensed Marks only in relation to Products
which conform to the current quality standards used by Licensee or AP Biotech;

            (b) it will use the Licensed Marks (including, without limitation,
both with respect to presentation of the Licensed Marks on the Products,
packing, wrappers, notepaper, price lists, advertisements and other promotional
material and the like and with respect to shaping, printing style, colour,
quality of materials used and otherwise) only in the form set out in Schedule 2
or as may from time to time be approved by the Licensor or AP Biotech;

            (c) it will not use the Licensed Marks together or in combination
with any other marks, names, words, logos, symbols or devices other than: (i)
those specified in Schedule 1 or the trademarks licensed to Licensee by
Pharmacia & Upjohn, Inc. under a Trade Mark License Agreement of even date
hereof-, and (ii) the names "Biochrom" and "Harvard", whether jointly or
separately, and all related and associated logos and trademarks;

            (d) it will not use the Licensed Marks in relation to any goods
other than the Products nor use or seek to register any other trade or service
marks which are similar to or substantially similar to or so nearly resemble the
Licensed Marks as to be likely to cause deception or confusion;

            (e) it shall, when requested to do so by the Licensor or AP Biotech,
supply the Licensor and AP Biotech with details of any written complaints made
by customers relating to the Products together with reports, if any exist, on
the manner in which such complaints are being or have been dealt with and shall
comply with any reasonable directions or recommendations given by the Licensor
or AP Biotech in respect thereof,

            (f) it shall submit to the Licensor and AP Biotech for their
approval a specimen of every new advertising or promotional material issued or
created by Licensee in which the Licensed Marks appear and the Licensee
undertakes not to use or distribute such material unless and until the Licensor
and AP Biotech shall have approved the same in writing. If Licensor and AP
Biotech fail to respond within twenty-eight (28) days the foregoing material
will be deemed approved;

            (g) to the extent consistent with past practice, it will include on
the Products and in all documentation and material referred to in paragraphs (b)
and (f) a statement that the relevant Licensed Mark is the registered trade mark
or the trade mark as the case may be of the Licensor; and


                                       3

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

            (h) it will not use the Licensed Marks in a manner which is likely
to cause material harm to the goodwill attached to the Licensed Marks.

      The parties acknowledge that AP Biotech is a distributor of the Products
and that Licensee shall not be responsible for, or deemed to control, the
actions or omissions of AP Biotech.

                        APPROVAL, INSPECTION AND TESTING

      4.1 On reasonable request by the Licensor or AP Biotech, the Licensee
agrees to supply at Licensor's sole expense t6 the Licensor or AP Biotech
samples of the Products offered for sale under the Licensed Marks.

      4.2 The Licensee shall, on reasonable prior notice from the Licensor or AP
Biotech, permit the Licensor, AP Biotech and/or their representatives or agents
at all reasonable times access to the premises of the Licensee to inspect the
Products as manufactured and/or offered for sale by the Licensee under the
Licensed Marks and the method by which the Products are manufactured, packed and
labelled. The Licensee undertakes that it will do such things as may reasonably
be necessary to ensure that such Products are processed, packed and labelled by
the methods and in conformity with such specifications and standards of quality
consistent with Biochrom's past practices. Licensor and its representatives,
however, shall sign a confidentiality agreement on a form acceptable to Licensee
before any such inspection may take place.

      4.3 If (consequent on any such inspection by any representatives or agent
of the Licensor or AP Biotech as is referred to in Clause 4.2) it is found that
any licensed Products bearing or intended to bear the Licensed Marks are not in
conformity with any of the Licensee's obligations under Clause 4 hereof and the
Licensor or AP Biotech shall give the Licensee written notice of that fact, the
Licensee undertakes that it will not sell any of such non-conforming Products
under the Licensed Marks without the prior written consent of the Licensor or AP
Biotech.

                            MAINTENANCE OF TRADEMARKS

      5.1 Licensor shall at its own expense take any and all action that may be
required to maintain the registration of any of the Trademarks.

                                  INFRINGEMENTS

      6.1 The Licensee and Licensor shall forthwith give written notice (in


                                       4

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accordance with the provisions of Clause 12) to the other party of any of the
following matters which may at any time during the continuance of this Agreement
come to their knowledge, giving full particulars thereof:

            (a) any infringement or suspected or threatened infringement of the
Licensed Marks, whether by reason of imitation of get-up or otherwise;

            (b) any allegation or complaint made by any third party that the use
by the Licensee of the Licensed Marks in accordance with this Agreement may be
liable to cause deception or confusion to the public; or

            (c) any other form of attack, charge or claim to which the Licensed
Marks may be subject;

Provided always that the notifying party shall not make any admissions in
respect of such matters other than to the notified party and provided further
that the notifying party shall in every case furnish the notified party with all
information in its possession relating thereto which may be reasonably required
by the notified party.

      6.2 Licensor shall consult with Licensee on any matter within the scope of
Clause 6.1 on the appropriate course of action. The Licensor shall have the sole
right to assume the conduct of any actions and proceedings (whether in its own
name or that of the Licensee) relating to the Licensed Marks and shall bear the
costs and expenses of any such actions and proceedings. Any costs or damages
recovered in connection with any such actions or proceedings shall be for the
account of the Licensor.

      6.3 The Licensee undertakes and agrees that it will indemnify and hold the
Licensor harmless from and against all costs and expenses (including, without
limitation, legal costs, fees and expenses), actions, proceedings, claims,
demands, and damages arising from:

            (a) a breach of this Agreement by the Licensee; and

            (b) the Licensee's use of the Licensed Marks on defective products.

      6.4 The Licensor shall not be obliged to bring or extend any proceedings
relating to the Licensed Marks if it decides in its sole discretion not to do
so.

                              TERM AND TERMINATION

      7.1 This Agreement shall continue, unless terminated in accordance with
Clause 7.2 or 7.3, until terminated at any time by either party in writing as
specified in Clause 11 giving at least eighteen (18) months advance notice,
provided that Licensor shall not have any right to give such notice before the
date which is eighteen (18) months following the date first above written.


                                       5

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      7.2 This Agreement shall terminate immediately upon the occurrence of
either of the following events:

            (a) termination of the Distribution Agreement; or

            (b) termination of the Trade Mark License Agreement dated August 4,
1997, between Licensor and AP Biotech;

such termination to take effect immediately upon the effective date of
termination of either such agreement identified above.

      7.3 Notwithstanding the provisions of Clause 7.1 forthwith upon the
occurrence of any of the following events, the Licensor or Licensee, as the case
may be, may (without prejudice to any other right of remedy) by written notice
to the other party terminate this Agreement with immediate effect:

            (a) if the Licensee or Licensor commits a breach of any obligation
under this Agreement, including a breach of any representation or warranty, and
fails to remedy it within sixty (60) days of receipt of notice from the Licensor
or Licensee, as the case may be, of such breach; or

            (b) if the Licensee enters into liquidation whether compulsory or
voluntary, other than for the purposes of amalgamation or reconstruction
approved in writing by the Licensor on the basis that the resulting company
undertakes that other party's obligations under this Agreement and is
commercially acceptable to the former party, or has a receiver or administrative
receiver or administrator or similar official appointed over all or any of its
assets and is not discharged within a period of thirty (30) days;

            (c) if the Licensee is declared insolvent or makes any general
composition with its creditors;

            (d) if the Licensee ceases or threatens to cease to carry all or any
material part of its business;

            (e) Intentionally omitted.

            (f) if any distress, execution or exception is levied on any of the
assets of the Licensee or if any judgment of a monetary sum is given against the
Licensee and is not paid out within forty-five (45) days; or

            (g) if the Licensee shall challenge the validity of or the
entitlement of the Licensor to use or license the use of the Licensed Marks.

      7.4 Termination of this Agreement shall not release either of the parties
from any other liability which at the time of termination has already accrued to
the other party, nor affect in any way the survival of any other right, duty or
obligation of the parties which is expressly stated elsewhere in this Agreement
to survive such termination.


                                       6

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                             EFFECTS OF TERMINATION

      8.1 Upon termination of this Agreement for any reason, the rights and
license granted hereunder to the Licensee shall cease and determine and the
Licensee shall forthwith discontinue any and all use of the Licensed Marks save
that, except in the case of a termination pursuant to Clause 7.3(a) attributable
to a breach by the Licensee of an obligation under this Agreement or pursuant to
Clause 7.3(g), the Licensee may continue to sell solely in connection with the
Business the Products bearing the Licensed Marks in stock at the date of
termination for ninety (90) days provided that the Licensee shall comply with
the terms and conditions hereof in respect of the sales of such Products during
such period.

      8.2 Upon termination, or expiration of the period referred to in Clause
8.1, whichever is the later, the Licensor or AP Biotech may request that the
Licensee delete or remove the Licensed Marks from or (where such deletion or
removal is not reasonably practicable) destroy or, if the Licensor or AP Biotech
shall so elect, deliver to the Licensor, AP Biotech or any other company, firm
or person designated by the Licensor or by AP Biotech, all Products and all
wrappers and packing and all price-lists, sheets of note paper and the like and
all other materials or documents in the possession or under the control of the
Licensee to which the Licensed Marks are then affixed or approved. In the event
that Licensor or AP Biotech elect to have any such Products delivered to them,
Licensor or AP Biotech (as the case may be) shall, after receipt of such
Products, pay their market value to Licensee.

                                 ACKNOWLEDGEMENT

      9.1 The Licensee recognizes the Licensor's title to the Licensed Marks and
shall not at any time do or suffer to be done any act or thing which is likely
in any way to prejudice such title. It is understood that the Licensee shall not
acquire and shall not claim any title to the Licensed Marks or the goodwill
attaching thereto by virtue of the rights hereby granted to the Licensee or
through the Licensee's use of the Licensed Marks, either before, on or after the
date of this Agreement, it being the intention of the parties that all use of
the Licensed Marks by the Licensee shall at all times inure to the benefit of
the Licensor.

      9.2 Licensee hereby represents and warrants that it has the full power and
authority to enter into this Agreement and that its execution, delivery and
performance of this Agreement has been duly authorized by all required corporate
action by Licensee.

      9.3 Licensor hereby represents and warrants that (i) it has the full power
and authority to grant to Licensee all of the rights granted to Licensee herein
and that its execution, delivery and performance of this Agreement has been duly
authorized by all required corporate action by Licensor, (ii) Licensor and its
affiliates are the sole legal and beneficial owners of the Licensed


                                       7

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

Marks, and (iii) it is unaware of any rights in the Licensed Marks superior 
to its rights or those of its affiliates.

                              LAW AND CONSTRUCTION

      10.1 This Agreement is governed by and shall be construed in accordance
with the laws of England and Wales.

                                   ARBITRATION

      11.1 All disputes between the parties arising out of the circumstances and
relationships contemplated by this Agreement including disputes relating to the
validity, construction or interpretation of this Agreement and including
disputes relating to pre-contractual representations shall be settled by
arbitration as follows:

      11.2 The parties hereby agree to cooperate in good faith to resolve any
disputes, claims or controversies that may arise hereunder or with respect to
the performance by either party of its obligations as contemplated hereby.

      11.3 In the event that any dispute, claim or controversy shall not be 
so resolved by the parties between themselves, the parties agree that any and 
all disputes, claims or controversies arising out of or relating to this 
Agreement or a breach thereof, whether grounded in common law or statutory 
law, shall be finally settled in accordance with the Arbitration Rules of the 
International Chamber of Commerce in effect on the date hereof. Save as 
otherwise expressly provided herein the procedural rules shall be the rules 
of the High Court in England and Wales and the lex curiae shall be the law of 
England and Wales.

      11.4 The number of arbitrators shall be three, chosen in accordance with
the procedures set out in this Clause 11. The award of the arbitrators shall be
final and binding on the parties.

      11.5 Each party shall appoint one arbitrator. If within (30) days after
receipt of the claimant's notification of the appointment of an arbitrator the
respondent has not notified the claimant of the arbitrator it appoints, the
second arbitrator shall be appointed by the appointing authority.

      11.6 The arbitrators thus appointed shall choose a further arbitrator who
will act as the presiding arbitrator of the tribunal. If within (30) days after
the appointment of arbitrators under Clause 11.5 above, they have not agreed
upon the choice of the presiding arbitrator, then at the request of any party to
the arbitration proceeding the presiding arbitrator shall be appointed by the
appointing authority.

      11.7 The Chartered Institute of Arbitrators, London, England shall be the
appointing authority.


                                       8


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      11.8 At the request of any party to the arbitration ("requesting party")
the arbitrators shall order the other party ("furnishing party") to supply and
furnish to the requesting party (the cost of which shall be reimbursed upon
demand by the requesting party to the furnishing party) true and complete copies
of the relevant documents and materials (the "Relevant Materials") and to
produce to the arbitral tribunal any or all of the Relevant Material and/or
copies thereof as any part of the arbitral tribunal shall require.

      11.9 The procedures leading to the production of Relevant Material under
this paragraph shall be determined by the arbitrators, and may include the
preparation of lists of Relevant Material for initial evaluation by the
requesting party prior to disclosure and/or inspection of Relevant Material by
the requesting party prior to supply and furnishing the copies. In making such
determination, the arbitrators shall take into account the urgency with which
the Relevant Material should be brought before the arbitral tribunal.

      11.10 No party shall use or disclose any Relevant Material obtained under
this paragraph for any purpose except in the course of the conduct of the
arbitration and (as far as applicable) proceedings before any court, and then
only to the extent necessary for the implementation and enforcement of any aware
of the arbitrators.

      11.11 The arbitration, including the making of the award, shall take place
in London, U.K.

      11.12 All submissions and awards in relation to arbitration hereunder
shall be made in English and all arbitration proceedings shall be conducted in
English.

      11.13 The failure or refusal of either party to submit to arbitration in
accordance with this Clause 11 shall be deemed a breach of this Agreement. If
either party seeks and secures judicial intervention requiring enforcement of
this arbitration provision, such party shall be entitled to recover from the
other party in such judicial proceeding all costs and expenses, including
reasonable attorneys' fees, that it was thereby required to incur.

      11.14 The procedures specified in this Clause 11 shall be the sole and
exclusive procedures for the resolution of disputes between the parties arising
out of or relating this Agreement; provided, however, that a party, without
prejudice to the above procedures, may seek equitable remedies, including
without limitation, specific performance, a preliminary injunction or other
provisional judicial relief if in its sole judgment such action is necessary .
to avoid irreparable damage or to preserve the status quo.

                                     NOTICES

      12.1 Any notice or other communication to be given by one party to any
other party under, or in connection with the matters contemplated by, this
Agreement shall be in writing and signed by or on behalf of the party giving it
and may be served by delivering it or sending it by fax, pre-paid recorded
delivery or registered or certified post to the address and for the attention of
the relevant party set out in Clause 12.2 (or as otherwise notified from time to
time hereunder). Any


                                       9


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

notice so served by hand, fax or post shall be deemed to have been received

            (a) in the case of delivery by hand, when delivered;

            (b) in the case of fax, twelve (12) hours after the time of
dispatch;

            (c) in the case of pre-paid recorded delivery or registered post,
forty-eight (48) hours from the date of posting.

      12.2 The addresses of the parties for the purpose of Clause 12.1 are as
follows:

      Address:          Pharmacia & Upjohn, Inc.
                        7000 Portage Road
                        Kalamazoo, MI  49001-0199
                        USA
                        Att: Robert J. Meisenhelder, Esq.
      Fax:              (616) 833-7564

      Address:          Amersham Pharmacia Biotech AB
                        Bjorkgatan 30
                        SE-751 84 Uppsala
                        Sweden
                        Att: Ulf Lundberg, Esq.

      Fax:              46 18 165 322

      Address:          Curtis, Mallet-Prevost, Colt & Mosle
                        101 Park Avenue
                        New York, NY 10178
                        Att: Eric Gilioli, Esq.

      Fax:              (212) 697-1559

      Address:          Biochrom Limited
                        Cambridge Science Park
                        Milton Road
                        Cambridge CB4 4FJ
                        England
                        Att: Barry Brown

      Fax:              44 1223 420238

      Address:          Goodwin, Procter & Hoar  LLP
                        Exchange Place


                                       10

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.


                        Boston, MA 02109
                        Att: H. David Henken, P.C.

      Fax:              (617) 523-1231

      Address:          Cameron McKenna
                        Mitre House
                        160 Aldersgate Street
                        London, EC1A 4DD
                        Attention: Guilherme Brafman

      Fax:              44-171-367-2000


                                       11

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                                NON-ASSIGNABILITY

      13.1 The Licensee may not nor may not purport to assign, transfer, change
or part with all or any of its rights and/or obligations under this Agreement or
sub-contract the performance of any of its obligations under this Agreement
without the prior written consent of the Licensor. A change of control of the
Licensee shall be deemed an assignment hereunder. For purposes of this Clause
13.1, "control" shall mean the ownership of the majority of ordinary share
capital or the ability to cast the majority of the votes at a general meeting of
Licensee, to appoint the majority of the board of directors or to direct the
general management of Licensee. The sale of substantially all of the assets of
Licensee shall also be deemed a change of control for purposes of this Clause
13.1.

      13.2 Any right, power, privilege or remedy of a party under or pursuant to
this Agreement shall not be capable of being waived or varied otherwise than by
an express waiver or variation in writing.

      13.3 No failure or delay by any party in exercising any right, power,
privilege or remedy shall impair such right, power, privilege or remedy or
operate or be construed as a waiver or variation thereof or preclude its
exercise at any subsequent time or on any subsequent occasion and no single or
partial exercise of any such right, power, privilege or remedy shall preclude
any other or further exercise thereof or the exercise of any other right, power,
privilege or remedy.

                                    SEVERANCE

      14.1 If any provision of this Agreement is held to be invalid or
unenforceable, then such provision shall (so far as invalid or unenforceable) be
given no effect and shall be deemed not to be included in this Agreement but
without invalidating any of the remaining provisions of this Agreement. The
parties shall then use all reasonable endeavors to replace the invalid or
unenforceable provisions by a valid and enforceable substitute provision the
effect of which is as close as possible to the intended effect of the invalid or
unenforceable provision.

                                ENTIRE AGREEMENT

      15.1 This Agreement, including the Schedules referred to herein, is
complete, reflects the entire agreement of the parties with respect to its
subject matter, and supersedes all previous written or oral negotiations,
commitments and writings in connection therewith.


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      In witness whereof, the parties have executed this Agreement as of the
date first above written.

                                          PHARMACIA & UPJOHN, INC.


                                          By:  /s/ Mats Pettersson 
                                               ------------------------------
                                               Name:  Mats Pettersson 
                                               Title: Senior Vice President 
                                                      Business Development


                                          BIOCHROM LIMITED


                                          By:  /s/ David Green
                                               ------------------------------
                                               Name:  David Green
                                               Title: Director




<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                                                                      Schedule 1

                                 Licensed Marks


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
     Trademark     CWT     P     Appl. No.   Appl. Date   Reg. No.    Reg. Date    Rpn. Date      Class       Holder     Org. Omit
----------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>    <C>   <C>         <C>          <C>         <C>         <C>          <C>           <C>             <C>
DROP design         AR     N     1,656,953   1988-07-21                                             1        PH (OLD)        P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         AR     N     1,656,956   1988-07-21                                             10       PH (OLD)        P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         AR     N      2033294    1996-05-14                                             42          PH           P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         AU     N      2660581    1995-05-09                                             42          PH           P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         AU     N      2660580    1995-05-09    660580     1995-05-09  2005-05-09      9, 42         PH           P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         BD     N       44697     1995-08-30                                             1           PH           P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         BD     N       44699     1995-08-30                                             5           PH           P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         BD     N       44698     1995-08-30                                             9           PH           P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         BD     N       44700     1995-08-30                                             10          PH           P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         BD     N       43639     1995-05-09                                             16          PH           P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         BD     N       43637     1995-05-09                                             3           PH           P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         BD     N       43641     1995-05-09                                             30          PH           P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         BD     N       43640     1995-05-09                                             29          PH           P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         BG     N       35646     1996-07-11     30845     1997-06-16  2006-07-11       1, 9         PH           P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         BR     N                              780190858   1982-12-28  2002-12-28      05.00         PH           P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         BY     N      950797     1995-05-26     7811      1998-01-19  2005-05-26   1, 9, 10, 42     PH           P
----------------------------------------------------------------------------------------------------------------------------------
DROP design         CA     N                               162,525    1969-05-02  1999-05-02                    PH           P
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
     Trademark   CWT     P     Appl. No.  Appl. Date   Reg. No.    Reg. Date     Rpn. Date      Class       Holder     Org. Omit
--------------------------------------------------------------------------------------------------------------------------------
<S>               <C>    <C>    <C>       <C>           <C>        <C>          <C>          <C>           <C>             <C>
DROP design       CA     N                              314,300    1986-09-12   2001-09-12                    PH           P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       CA     N                              325,547    1987-04-03   2002-04-03                    PH           P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       CN     N                              352632     1989-06-30   1999-06-29        14       PH (OLD)        P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       CN     N                              152773     1989-06-30   1999-06-29        31       PH (OLD)        P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       CN     N                              156063     1989-07-30   1999-07-29        26       PH (OLD)        P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       CN     N                              160102     1989-05-10   1999-09-09        17       PH (OLD)        P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       DE     N                              1109203    1987-07-28   2006-10-31        9           PU           P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       DE     N                              156,882    1969-04-24   2008-02-29   1, 3, 5, 10     PU DV         P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       DK     N      3350/67   1967-09-32    6362/60    1968-02-09   2008-02-09   1, 3, 5, 10,     PU           P
                                                                                              35, 36, 41
--------------------------------------------------------------------------------------------------------------------------------
DROP design       DK     N      9501092   1995-02-22     22082                                                             P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       EG     N                               72273     1989-11-14   1998-08-14        1        PH (OLD)        P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       EG     N                               72276     1989-11-14    1998-0-14        10       PH (OLD)        P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       EG     N                               72274     1989-11-14   1998-06-14        5        PH (OLD)        P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       EG     N                               72275     1989-11-14   1998-06-14        9        PH (OLD)        P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       FR     N                              1443280    1969-01-05   2008-01-04     1, 5, 10      PU FR         P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       GB     N      3255794   1998-01-17                                              9           PU           P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       GB     N                              929,347    1970-01-09   2003-01-05        1           PU           P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       GB     N                              919,349    1969-01-05   2003-01-05        5           PU           P
--------------------------------------------------------------------------------------------------------------------------------
DROP design       GB     N                              919,348    1969-08-27   2003-01-05        3           PU           P
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
     Trademark   CWT     P     Appl. No.  Appl. Date   Reg. No.    Reg. Date    Rpn. Date     Class          Holder     Org. Omit
---------------------------------------------------------------------------------------------------------------------------------
<S>               <C>    <C>  <C>         <C>          <C>         <C>         <C>         <C>              <C>             <C>
DROP design       GR     N                               89824     1990-11-19  2008-05-09  1, 5, 9, 10         PU           P
---------------------------------------------------------------------------------------------------------------------------------
DROP design              N    BA8961149A  1996-12-24                                           1, 9            PU           P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       HK     N      5536/95   1995-05-11    0493/96    1995-06-11  2002-05-11       1              PH           P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       HK     N      5597/95   1995-05-11    8656/95    1995-05-11  2002-15-11       9              PH           P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       HK     N      5598/95   1995-05-11    8194/95    1995-05-11  2002-05-11       10             PK           P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       HK     N      5599/95   1995-05-11   8822/1998   1995-05-11  2002-05-11       42             PK           P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       BR     N      950913    1995-05-22    8950913    1995-05-22  2005-05-22  1, 9, 18, 42        PH           P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       ID     N       20273    1995-06-13    357982     1996-09-17  2004-12-15       1              PH           P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       ID     N       10274    1995-06-15    373898     1996-11-18  2004-12-15       9              PH           P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       ID     N       10275    1995-06-15    371415     1996-10-17  2004-12-15       10             PH           P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       ID     N       10276    1995-06-15    371414     1996-10-17  2004-12-15       42             PH           P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       IH     N                              76,036     1970-01-09  2005-01-09       1           PH (OLD)        P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       IH     N                              76,481     1970-01-09  2005-01-09       5           PH (OLD)        P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       IH     N                              76,482     1970-01-13  2005-01-13       3           PH (OLD)        P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       IN     N      522505    1990-01-09                                            1           PH (OLD)        P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       IN     N      522502    1990-01-09                                            10          PH (OLD)        P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       IN     N      522506    1990-01-09                                            5           PH (OLD)        P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       IN     N      522507    1990-01-09    522507     1990-01-09  1997-01-09       9             PHDS          P
---------------------------------------------------------------------------------------------------------------------------------
DROP design       JP     N     10-101653  1998-11-30                                      1, 5, 9, 10, 42      PU           P
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
     Trademark   CWT     P     Appl. No.  Appl. Date   Reg. No.    Reg. Date    Rpn. Date     Class       Holder     Org. Omit
------------------------------------------------------------------------------------------------------------------------------
<S>              <C>     <C>   <C>        <C>          <C>         <C>         <C>         <C>              <C>          <C>
DROP design       KR     N     19446/95   1995-05-16    341352     1996-06-18  2005-06-19       10          PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       KR     N     20694/95   1995-05-25    356514     1997-02-18  2007-02-18       34          PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       KR     N      4848/95   1995-05-10     36419     1997-05-29  2007-05-29      112          PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       KE     N       7467     1995-05-25                                       1, 9, 10, 42     PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design      L/T     N      95-1295   1995-05-02                                       1, 9, 10,42      PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       LV     N      95-750    1995-04-27    N37 165    1997-04-20  2004-04-27  1, 9, 10,42      PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design      MAC     N     E-522/96   1996-10-08                                           1, 9         PU           P
------------------------------------------------------------------------------------------------------------------------------
DROP design      MOR     N      2936/96   1996-07-10                                           1,9          PU           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       KY     N     95/09756   1995-05-20                                            9           PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       KY     N     97/19998   1997-12-01                                            44          PU           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       KY     N     95/04751   1995-05-10                                            1           PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       KY     N     95/04758   1995-03-20   95/04758    1995-05-20  2002-05-21       10          PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       PH     N      109403    1996-06-28                                            1           PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       PH     N      113843    1996-09-13                                            9           PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       PH     N      109404    1996-06-28                                            10          PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       RG     N       41032    1996-09-27                                           1, 9         PU           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       RG     N                                                                     1,9          PU           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       KU     N     95705301   1995-05-15    151470     1997-04-10  2905-05-15     10, 42        PK           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       GK     N      1249/68   1968-03-21    124676     1968-08-23  1998-08-23  1, 3, 5, 10,     PU           P
                                                                                            35, 36, 41
------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
     Trademark   CWT     P     Appl. No.  Appl. Date   Reg. No.    Reg. Date    Rpn. Date     Class       Holder     Org. Omit
------------------------------------------------------------------------------------------------------------------------------
<S>              <C>     <C>  <C>         <C>           <C>        <C>         <C>         <C>           <C>             <C>
DROP design       GK     N                              166,747    1979-03-09  1999-03-09    1, 3, 5        PU           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       GK     N      96-4627   1996-05-06    323807     1997-06-19  2007-06-19       9           PU           P
------------------------------------------------------------------------------------------------------------------------------
DROP design      SWR     N      8936/96   1996-07-10                                           1, 9         PU           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       BG     N      4241/95   1995-05-13                                            9           PK           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       BG     N      4242/95   1995-05-13                                            42          PK           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       BG     N      4240/95   1995-05-13                                            10          PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       BG     N      4239/95   1995-05-13    4239/95    1995-05-13  2005-05-13       1           PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       SI     N      9570579   1995-05-29    9570675    1997-01-14  2005-05-29  1, 9, 10, 42     PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       TH     N      211083    1995-08-11    SW4835     1995-08-11  2005-08-10       42          PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       TH     N      292086    1995-08-11    TN53871    1995-08-11  2005-08-10       1           PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       TH     N      291087    1995-08-11    TB0651     1995-08-11  2005-08-10       9           PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       TH     N      291088    1995-08-11     46077     1995-05-25  2006-08-10       10          PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       TH     N     11-055357  1995-11-07    735802     1996-11-16  2006-11-15       10          PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       TH     N     11-055358  1995-11-07     87321     1996-12-16  2006-12-25       12          PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       TH     N     11-055355  1995-11-07    742479     1997-01-01  2007-12-31       1           PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       TH     N     11-055356  1995-11-07    748808     1997-02-16  2007-02-05       9           PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       UA     N    95061844IT  1995-06-01                                       1, 9, 10, 42     PH           P
------------------------------------------------------------------------------------------------------------------------------
DROP design       UB     N                              890,315    1970-05-05  2000-04-10       1        PH (OLD)        P
------------------------------------------------------------------------------------------------------------------------------
DROP design       UB     N      323,662   1969-06-11    890,473    1970-05-05  2000-04-10       1        PH (OLD)        P
------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
       Trademark        CWT     P     Appl. No.  Appl. Date   Reg. No.    Reg. Date    Rpn. Date     Class       Holder    Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>    <C>  <C>         <C>          <C>         <C>         <C>         <C>           <C>            <C>
DROP design              UB     N                              890,328    1970-05-05  2000-05-05       1        PH (OLD)       P
------------------------------------------------------------------------------------------------------------------------------------
DROP design              US     N    74/390,444  1993-05-17    1820903    1994-02-15  2004-02-15       1          PHBT         P
------------------------------------------------------------------------------------------------------------------------------------
DROP design              US     N      384,469   1982-09-09   1,290,768   1984-08-21  2004-08-21       9        PH (OLD)       P
------------------------------------------------------------------------------------------------------------------------------------
DROP design              US     N                             1,446,200   1987-07-07   200707-07       10        PH DEL        P
------------------------------------------------------------------------------------------------------------------------------------
DROP design              US     N                              872,880    1969-07-15  2009-07-15       5        PH (OLD)       P
------------------------------------------------------------------------------------------------------------------------------------
DROP design              XX     N                              365,485    1970-02-17  2010-01-17  1, 3, 5, 10     PR D         P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    AU     N                             2258.597    1972-05-24  2007-05-24       1           PU          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    AU     N                             2258.700    1972-05-24  2007-05-24       10          PU          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    BK     N                             114210261   1989-08-15  1999-08-15     01.90         PU          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    BR     N     814410251  1988-08-18   014418251   1990-03-20  2000-03-20  09.25/09.45     PH&S         P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    CL     N      0-89527   1994-05-17    207337     1998-02-25  2004-05-17      1, 9         PH          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    DK     N                              909296     1973-08-30  2003-06-30  1, 3, 5, 10     PU DR        P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    DR     N                              1109202    1987-07-28  2006-10-31       9           PU          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    DK     N      4050/69   1969-10-08    1375/70    1970-04-17  2000-04-17  1, 3, 5, 9,      PK          P
                                                                                                    10, 30
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    EG     N                               72277     1990-03-07  1990-06-14       1        PH (OLD)       P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    EG     N                               72278     1990-03-07  1990-06-14       5        PH (OLD)       P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    EG     N                               72273     1990-03-87  1998-06-14       9        PH (OLD)       P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    EG     N                               72280     1990-03-87  1998-06-14       10       PH (OLD)       P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    GR     N                               89423     1990-11-19  2008-06-09  1, 5, 9, 11      PU          P
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
       Trademark        CWT     P     Appl. No.  Appl. Date   Reg. No.    Reg. Date    Rpn. Date     Class       Holder    Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>    <C>   <C>        <C>           <C>        <C>         <C>         <C>           <C>            <C>
DROP design PHARMACIA    HP     N     M9206404   1992-12-16    137257     1992-12-16  2002-12-16      1, 9        PHET         P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    IL     N       92578    1994-05-23     92670     1996-02-11  2001-05-22       1           PH          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    IL     N       92673    1994-05-23     92671     1996-02-04  2001-05-22       3           PH          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    IN     N      522504    1990-01-05                                            10       PH (OLD)       P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    IN     N      522503    1990-01-09                                            9        PH (OLD)       P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    JP     N     74063/72   1972-06-01    1362963    1970-12-22  2008-12-22       1           PU          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    KW     N                               20376     1980-09-13  1998-09-12       1           PH          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    KW     N                               20377     1980-09-13  1998-09-12       5                       P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    MX     N                              356077     1980-08-25  2003-08-25       26                      P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    MX     N                              357568     1980-08-25  2003-08-25       6          PHBT         P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    MO     N                              70,857     1970-08-28  2000-08-28  1, 3, 5, 10,     PH          P
                                                                                                   35, 36, 41
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    NZ     N                              177887     1980-03-01  2009-03-01       1           PH          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    NZ     N                              177099     1980-03-01  2009-03-01       3           PH          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    NZ     N                              177889     1980-03-01  2009-03-01       5           PH          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    NZ     N                              177891     1988-03-01  2009-03-01       10          PH          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    NZ     N                              177890     1988-03-01  2009-03-01       9           PH          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    PA     N                              047576     1989-03-06  2005-08-01       1           PH          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    PL     N     G-133384   1994-05-16     90747     1994-05-16  2004-05-16      1, 9         PH          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    BU     N     94020756   1994-06-16    130869     1995-08-15  2004-06-16      1, 9         PH          P
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
       Trademark        CWT     P     Appl. No.  Appl. Date   Reg. No.    Reg. Date    Rpn. Date     Class       Holder    Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>    <C>  <C>         <C>          <C>         <C>         <C>         <C>           <C>            <C>
DROP design PHARMACIA    SA     N                              197/13     1989-04-23  1998-06-02       1        PH (OLD)       P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    BA     N                              197/14     1989-04-23  1998-06-02       5        PH (OLD)       P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    BA     N                              152.178    1975-08-01  2005-08-01      1, 9         PU          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    SK     N    P021250-94  1994-05-17    180238     1998-04-20  2004-04-27    1, 5, 9        PH          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    TN     N                             EX.88.250   1988-07-07  2003-07-07  1, 5, 9, 10      PH          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    TR     N                              106092     1988-07-20  1998-07-20       5           PU          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    VE     N      448/96    1996-01-17                                            1          PHAT         P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    VE     N      447/96    1996-01-17                                            9           PH          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    XX     N                              402.486    1973-10-05  2013-10-05  1, 3, 5, 10     PH D         P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA    JP     N                              1362970    1970-12-22  1998-06-22       1           PU          P
------------------------------------------------------------------------------------------------------------------------------------
DROP design (POS)        DX     N      3349/67   1967-09-12    0361/88    1968-02-09  2008-02-09  1, 3, 5, 10,     PU          P
                                                                                                   35, 36, 41
------------------------------------------------------------------------------------------------------------------------------------
DROP design (POS)        PJ     N                              54.129     1969-02-20  1999-02-20  1, 3, 5, 10,     PU          P
                                                                                                   35, 36, 41
------------------------------------------------------------------------------------------------------------------------------------
DROP design (POS)        NO     N                              74.427     1968-05-30  2008-05-30  1, 3, 5, 10,     PU          P
                                                                                                   35, 36, 41
------------------------------------------------------------------------------------------------------------------------------------
DROP design (POS)        BN     N                              122.446    1968-02-12  2008-02-02  1, 3, 5, 10,     PU          P
                                                                                                   35, 36, 41
------------------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
RECORDS: 145
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
       Trademark       CWT     P     Appl. No.  Appl. Date   Reg. No.    Reg. Date    Rpn. Date     Class       Holder     Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>    <C>    <C>       <C>           <C>        <C>         <C>         <C>              <C>          <C>
Pharmacia               AR     N      1889706   1993-08-25                                            5           KP           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               AR     N      1889707   1993-08-25    1585743    1995-12-20  2005-12-20       1           KP           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               AR     N      1889705   1993-08-25    1585742    1995-12-20  2005-12-20       9           KP           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               AR     N      1889704   1993-08-25    1585741    1995-12-20  2005-12-20       10          KP           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               AR     N      1889703   1993-08-25    1585740    1995-12-20  2005-12-20       41          KP           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               AU     N      A638355   1994-08-19    A638355    1994-08-19  2004-08-19       1           PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               AU     N      A638356   1994-08-19    A638356    1994-08-19  2004-08-19       5           PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               AU     N      A638357   1994-08-19    A638357    1994-08-19  2004-08-19       9           PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               AU     N      A638358   1994-08-19    A638358    1994-08-19  2004-08-19       10          PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               BD     N       43594    1994-04-21                                            36          PK           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               BD     N                               21369     1984-11-11  2006-11-11       3           PK           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               BD     N                               21371     1984-11-11  2006-11-11       10          PK           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               BD     N                               21370     1984-11-11  2006-11-11       5           PK           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               BD     N                               21368     1984-11-11  2006-11-11       9           PK           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               BK     N                              379665     1982-01-14  2002-01-14      1, 5         PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               BY     N      950799    1995-05-26     7813      1998-01-15  2005-05-26    1, 3, 5, 9,    PB           P
                                                                                                 10, 16, 29, 30
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               CA     N                              315,021    1986-06-06  2001-06-01                   PR           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               CA     N                              326,058    1987-04-10  2002-04-10                   PR           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               CN     N                              350805     1989-06-10  1999-06-09       26          PU           P
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
       Trademark       CWT     P     Appl. No.  Appl. Date   Reg. No.    Reg. Date    Rpn. Date     Class       Holder     Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>    <C>    <C>       <C>         <C>          <C>         <C>         <C>           <C>             <C>
Pharmacia               CN     N                              352631     1989-06-30  1999-06-29       14          PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               CN     N                              352774     1989-06-30  1999-06-29       31          PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               CN     N      8830223   1988-09-08    882463     1996-10-14  2006-10-13       10       PH (OLD)        P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               DK     N      2289/65   1965-04-03    3010/66    1966-11-18  2006-12-28  1, 3, 5, 10     PHBT          P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               DK     N      3859/56   1956-12-21    0248/57    1957-02-09  2007-02-09       5           PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               KC     N       42769    1993-11-08                                            1           KP           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               KC     N       43770    1993-11-08                                            3           KP           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               KC     N       43771    1993-11-08                                            5           KP           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               KC     N       43772    1993-11-08                                            41          KP           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               KC     N       42773    1993-11-08                                            10          KP           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               KC     N       42774    1993-11-08                                            9           KP           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               XN     N      9401232   1984-06-09     12906     1997-03-26  2007-03-26  1, 3, 5, 9,      PS           P
                                                                                                 10, 16, 41
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               GB     N      1560863   1994-02-28                                            3           PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               GB     N      1568414   1994-02-28    1550464    1994-01-28  2001-01-28       10          PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               GB     N                             1,162,185   1981-10-01  2002-10-01       1           PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               GB     N                            81,162,186   1982-11-01  2002-10-01       5           PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               GB     N                             1,184,730   1982-11-04  2003-11-04       9           PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               HK     N                               81985     1984-10-26  2005-10-26       1          PHBS          P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia               HK     N                                318      1984-10-26  2005-10-26       5          PHBS          P
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
     Trademark       CWT     P     Appl. No.  Appl. Date   Reg. No.    Reg. Date    Rpn. Date      Class        Holder     Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>    <C>    <C>       <C>           <C>        <C>         <C>         <C>             <C>             <C>
Pharmacia             HK     N                               81946     1984-10-26  2005-10-26        9           PHBS          P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             HM     N      7548/94   1994-10-13     63567     1995-11-07  2005-11-07        1            PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             HM     N      7541/94   1994-10-13     63406     1995-11-07  2005-11-07        10           PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             HM     N      7542/94   1994-10-13     63407     1995-11-07  2005-11-07        9            PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             HM     N      7543/94   1994-10-23     63761     1995-12-07  2003-12-07        5            PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             HM     N      958914    1995-05-22                                        1, 3, 5, 9,       PH           P
                                                                                               10, 16, 29, 30  
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             ID     N                              398960     1988-06-29  2007-06-29        5            PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             ID     N                              398961     1988-06-29  2007-06-29        9            PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             ID     N                              398962     1988-06-29  2007-06-29        10           PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             ID     N      235902    1988-06-29    398959     1997-10-13  2007-06-29        1            PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             IN     N      94/1722                                                          41           PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             IN     N      94/1716                 176357     1994-03-16  2003-03-16        1            PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             IN     N      94/1718                 176158     1994-03-16  2002-03-16        5            PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             IN     N      94/1719                 176160     1994-03-16  2002-03-16        10           PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             IN     N      94/1728                 174160     1994-03-16  2002-03-16        10           PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             IN     N      429134    1984-10-30                                             10        PH (OLD)        P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             IN     N      429132    1984-10-30                                             5         PH (OLD)        P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             IN     N      429135    1984-10-30    4291348    1990-10-30  1998-10-30        1         PH (OLD)        P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             IN     N      429133    1984-10-30                           2003-12-03       1-42          PU           P
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
     Trademark       CWT     P     Appl. No.  Appl. Date   Reg. No.    Reg. Date    Rpn. Date     Class         Holder     Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>    <C>   <C>        <C>          <C>         <C>         <C>         <C>               <C>           <C>
Pharmacia             KR     N                              120540     1984-12-04  2005-09-04       11            PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             KR     N                              121548     1985-12-23  2005-09-23       10            PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             KR     N                              117895     1985-10-04  2005-10-04       34            PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             KR     N       7466     1995-05-25     5781      1995-05-25  2005-05-25  1, 3, 5, 9, 10,    PH           P
                                                                                                16, 29, 30      
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             LT     N       16070    1994-06-25                                       1, 3, 5, 9, 10,    PH           P
                                                                                                  16, 41        
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             LV     N      94-1245   1995-06-07                                       1, 3, 5, 9, 10,    PH           P
                                                                                                  36, 42        
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             NY     N                             83/81234    1983-11-23  2004-11-23       1             PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             NY     N                             83/81235    1983-11-23  2004-11-23       52            PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             NY     N     84/05098   1984-11-01   84/05090                2005-11-01       10            PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             NY     N     84/05089   1984-11-02   84/05089    1991-10-19  2005-11-01       9             PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             PH     N      107587    1996-04-22                                            1             PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             PH     N      107588    1996-04-22                                            5             PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             PH     N                               41075     1988-09-12  2008-09-12      1, 5          PHBS          P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             PK     N       04545    1984-11-18     84565     1984-11-18  2006-11-18       10           PHBS          P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             PK     N                               84543     1984-11-18  2006-11-18       1            PHBS          P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             PK     N       04546    1984-11-18     84546     1984-11-18  2006-11-18       5            PHBS          P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             PK     N                               84544     1984-11-18  2006-11-18       9            PHBS          P
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
     Trademark       CWT     P     Appl. No.  Appl. Date   Reg. No.    Reg. Date    Rpn. Date     Class         Holder     Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>    <C>  <C>         <C>          <C>         <C>         <C>         <C>             <C>             <C>
Pharmacia             RU     N     95705300   1995-05-15    251469     1997-04-20  2005-05-25  3, 5, 10, 16,      PH           P
                                                                                                29, 30, 42     
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             UK     N                              184,436    1982-12-17  2002-12-17      1, 5           PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             UK     N                              106,427    1964-01-03  2004-01-03   35, 36, 41        PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             UK     N     94-01477   1994-02-11    303216     1995-06-30  2005-06-30    3, 9, 10         PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             SG     N      5738/84   1984-11-03    5738/84    1992-07-25  2001-11-03       9            PHBS          P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             SG     N                              5988/83    1983-11-18  2004-11-18       1          PH (OLD)        P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             SG     N                             B5989/83    1983-11-18  2004-11-18       5          PH (OLD)        P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             SH     N      1285-95   1995-05-10    101768     1998-08-17  2005-05-10  3, 5, 10, 16,      PH           P
                                                                                                29, 30, 42     
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             SH     N                              118582     1987-10-12  1997-10-21       3          PH (OLD)        P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             TH     N                              118474     1987-10-22  2007-10-21       2             PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             TW     N     82-053533  1993-10-29     69927     1994-04-01  2001-04-01  1 (services)       PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             TW     N     82-053529  1993-10-29    638404     1994-04-01  2003-04-01       72            PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             TW     N     82-053520  1993-10-29    647614     1994-07-14  2003-07-16       1             PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             TW     N     82-053531  1993-10-29    657514     1994-10-01  2003-10-01       76            PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             TW     N     82-053534  1993-10-29     73994     1995-01-01  2001-01-01       12            PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             TW     N     82-053530  1993-10-29    640158     1994-04-16  2005-04-15       74            PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             TW     N     82-053532  1993-10-29    642537     1994-04-16  2004-04-15       86            PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia             UA     N    95061840IT  1995-06-01                                       1, 3, 5, 9, 10,    PM           P
                                                                                                 16, 29, 30
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
       Trademark        CWT     P     Appl. No.  Appl. Date   Reg. No.    Reg. Date    Rpn. Date     Class      Holder     Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>    <C>  <C>         <C>          <C>         <C>         <C>            <C>         <C>         <C>
Pharmacia                US     N                             1,277,927   1984-05-13  2004-05-15       9          PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia                US     N     73/021625  1974-05-14    1025527    1975-11-25  2005-11-25       1          PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia                US     N     73/021627  1974-05-16   1,025,528   1975-11-25  2005-11-25      1, 5        PU           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia Anti. Farea    HN     N      7539/94   1994-10-13                                            5          PH          PH
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia Anti. Farea    HN     N      7540/94   1994-10-11     63405     1995-11-07  2005-11-07       1          PH          PH
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia Anti. Farea    HN     N      7537/94   1994-10-13     63402     1995-11-07  2005-11-07       19         PH          PS
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia Anti. Farea    HN     N      7538/94   1994-10-13     63403     1995-11-07  2006-11-07       9          PH          PH
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia Electronics    CB     N                              304,434    1980-07-22  2010-02-19     9, 10       PH EL        PH
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia Electronics    DK     N                              0927/80    1980-02-15  2010-02-15     9, 10       PH EL        PH
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia FEAT           FR     N                              1360813    1985-05-23  2005-05-22      1, 5        PH          ADI
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia (JP)           JF     N                              1480517    1979-11-30  1999-05-30       1          PH           P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia Laserscan      US     N    74/544,913  1996-11-21    2171501    1998-07-07  2000-07-07       9          UP         SOPCA
------------------------------------------------------------------------------------------------------------------------------------
J
</TABLE>



<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                                                                      Schedule 2

                             Form of Licensed Marks


                             Form of Licensed Marks

                                          [the logotype (lettering and symbol) 
                                          and 'drop' symbol]

logotype specifications

o how to use our logotype and the
'drop' symbol
o the Amersham Pharmacia Biotech name
o artwork reference

                                          amersham/pharmacia biotech

                                          The company symbol and logotype are
                                          principal items of the identity and,
                                          as such, they must be employed with
                                          great care in accordance with the
                                          rules and guidelines set our in this
                                          document, together with any other
                                          instructions issued by Corporate
                                          Communications in Uppsala.

                                          The logotype D consists of the symbol
                                          (or 'drop' as it is often called) and
                                          specifically centered lettering. In
                                          normal circumstances they should
                                          appear together, although on certain
                                          occasions, where indicated, the 'drop'
                                          symbol O may appear without the
                                          lettering. The lettering in this form
                                          must not be used on its own.

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

amersham pharmacia biotech                The 'drop' symbol and the logotype may
                                          only be reproduced using the highest
                                          quality originals. No attempt must be
                                          made to reproduce either mark from
                                          anything other than the reproduction
                                          artwork or computer files supplied by
                                          Corporate Communications in Uppsala.

                                          To afford these marks their
                                          appropriate status and to ensure that
                                          they are clearly recognized, an area
                                          around each device must be kept free
                                          of other visual elements. No additions
                                          or amendments to the 'drop' symbol or
                                          logotype are permitted.

amersham pharmacia biotech                Creative use of the symbol and
                                          logotype is only allowed with the
                                          express permission of the head of
                                          Corporate Communications in Uppsala.

The 'drop' symbol should always be        [the 'drop' symbol with technical 
reproduced in high gloss silver/chrome    specifications]
or, where this is not possible, in
black. The lettering should appear in
black only. Both the 'drop' symbol and
the full logotype should normally
appear on a white background; a
colored background may be used
(although this should be avoided as
far as possible) as long as the color
does not deduct from their visibility.
They may also appear white out of
black O using the artworks created for
this purpose.

[the 'drop' symbol with technical 
specifications]


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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

The keytype should appear on all               [Inaccurate versions of the 
external communications, including             'drop' symbol and logotype 
stationery, labels, envelopes,                 reproduced]
business cards, brochures, mailings,           
advertisements, other printer material
and where possible, all types of
electronic mail, as well as buildings,
signs, exhibition material, products
and packaging, as directed by these
guidelines or as instructed by
Corporate Communications. It should
also appear on internal
communications, e.g., loan's and
policies, and may be employed on
clothing.

Generally the logotype should appear
in a prominent position towards the
top of all area in which it appears
or, sometimes as a sign off, at the
bottom. When used large, the logotype
should normally be placed centrally
and when smaller towards the right
(approximately two-thirds of the way
across the page or area in which it
sits).

The 'drop' symbol may be used as a
decorative element and also as a
principal identifier when there is
restricted space (as long as there are
other elements to support or qualify
it, such as a line of text). It may
also appear with other elements for
specific applications as directed by
Corporate Communications in Uppsala.

the Amersham Pharmacia Biotech name       logotype specification

In legal context The full name of the     colours                           
relevant legal entity should be used      logotype lettering                
including the appropriate suffix, e.g.    black                             
AD or Inc.                                white out of black                
                                          logotype 'drop' symbol:           
                                           high gloss silver/chrome or black

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                                           high gloss silver/chrome or white out
                                          of black

Signing off letters and documents The     logotype artwork                   
full name should also be used when        use only the specially prepared    
signing off letters and documents. It     artwork to reproduce the symbol and
should be set after the author's name     logotype.                          
and accompanied by the department         
name. Direct telephone number and         log ba (&F).aps/log blk&F.tps        
e-mail address may be added below.        master artwork for the logotype solid
                                          black (although this may also be used
                                          to produce separated fall artwork)   

In daily speech                           log ba &F.eps                         
In all external communications the        master artwork for the logotype solid 
company must always be referred to as     black (produce separated artwork)     
"Amersham Pharmacia Biotech", unless a    
specific regional or sales company is     log wh 85.eps                       
being referred to. Should an              master artwork for the logotype when
abbreviated terms of the company name     reproduced whilte out of black when 
be needed, "AP Biotech must be used.      less than 65mm                      
Under no circumstances should any         
other forms of the company name be
employed, e.g. APB

In body copy                              Log wh +85. eps                     
In body copy the company is always        master artwork for the logotype when
called Amersham Pharmacia Biotech,        reproduced white out of black when  
unless a specific regional or sales       more than 65mm                      
company is being referred to.             

Responsibility for our Identity.          Sym blk.eps                           
It is the responsibility of the head      master artwork for the 'drop' symbol  
of all companies and departments          reproducing as solid black (although  
within Amersham Pharmacia Biotech, as     this may be used to produce separated 
it is of everyone who uses the            full artwork)                         
information set out in these pages, to    
ensure the identity guidelines of the
company are followed

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

Exceptions to the rule may not be made    Sym F. eps                           
without the prior approval of             master artwork for the 'drop' symbol 
Corporate Communications in Uppsala.      (separated full artwork)             
Any questions regarding the identity      
or its implementation should also be
forwarded there.

Amersham Pharmacia Biotech, Corporate     Sym wh.eps                            
Communications, Uppsala, Sweden tel 46    master artwork for the 'drop' symbol  
18165000 fax 46 1816 64 22                when reproduced white out of black.   

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

Schedule 13(b)(ii)

TRADE MARK LICENSE AGREEMENT (this Agreement) made March 2,1999

BETWEEN

      (1) NYCOMED AMERSHAM PLC, (Company no. 1002610), a company incorporated in
England whose registered office is at Amersham Place, Little Chalfont,
Buckinghamshire, England HP7 9NA UK (Licensor)

      (2) BIOCHROM LIMITED, a limited liability company incorporated in England
whose registered office is at Cambridge Science Park, Milton Road, Cambridge CB4
4FJ, England (Licensee).

WHEREAS

      (A) The Licensor is the beneficial owner and the registered proprietor or
has made application for the registration of, and licenses or through its
associated companies has used in connection with its business for a number of
years, the Licensed Marks, the particulars of which are set out in Schedule 1.

      (B) The Licensor has agreed to grant or to cause to procure the grant to
the Licensee of certain rights in respect of the Licensed Marks subject to the
terms and conditions of this Agreement.

      (C) This Agreement has been entered into in pursuance of the Asset
Purchase Agreement dated March 2, 1999 (the Asset Purchase Agreement) which
contemplates the sale to Licensee by Pharmacia Biotech (Biochrom) Limited
(Biochrom) of substantially all of the assets of Biochrom, and the Distribution
Agreement dated March 2, 1999 (the Distribution Agreement) between Licensee and
Amersham Pharmacia Biotech AB (AP Biotech) being entered into in connection with
the Asset Purchase Agreement.

IT IS AGREED AS FOLLOWS

                                   DEFINITIONS

      1.1 In this Agreement unless the context otherwise requires the following
expressions shall have the following meanings (capitalized terms used herein
without definition have the meanings assigned to them in the Distribution
Agreement):

      Business means the manufacture and sale by Biochrom of the Products and
the distribution of the Products as contemplated in the Distribution Agreement.

      Licensed Marks means those trade marks which are registered or the subject
of a pending application particulars of which are set out in Schedule 1.


                                      1


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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      Products means the Current Products and New Products as defined in the
Distribution Agreement.

                                 INTERPRETATION

      1.2 In this Agreement unless the context otherwise requires:

            (a) reference to persons shall include individuals, bodies corporate
(wherever incorporated), unincorporated associations and partnerships;

            (b) the headings are inserted for convenience only and shall not
affect the construction of the Agreement;

            (c) references to one gender shall include each gender and all
genders; and

            (d) any reference to an enactment is a reference to it as from time
amended, consolidated or re-enacted (with or without modification) and includes
all instruments or orders made under such enactment.

      1.3 The schedules comprise Schedules to this Agreement and form part of
this Agreement.

                                GRANT OF LICENSE

      2.1 In consideration of the good and valuable consideration given by 
the Licensee in pursuance of the Asset Purchase Agreement and the 
Distribution Agreement, the Licensor hereby grants to and/or agrees to cause 
to procure the grant to the Licensee of a royalty-free, non-exclusive, 
non-sublicensable license to use, solely in connection with the Business, the 
Licensed Marks on or in relation to the Products, subject to the provisions 
set out in this Agreement. The Licensee acknowledges and agrees that, after 
four (4) months from the Closing Date (as defined in the Asset Purchase 
Agreement) or, in the case of Fisher Scientific Limited, after December 3 1, 
1999, the Licensee shall be entitled to use the Licensed Marks solely in 
connection with the Products to be sold by the Licensee to AP Biotech 
pursuant to the Distribution Agreement unless AP Biotech shall otherwise 
consent in writing.

      2.2 The license granted hereunder shall be for the term of this Agreement.

      2.3 The Licensor or Licensee shall at the request of the other party
execute and at Licensee's expense take all steps reasonable requisite for the
registration or recordal of the license granted hereunder in such form as may be
reasonably required by the requesting party. The Licensee agrees that any such
recordal may be canceled by the Licensor on the termination of this Agreement in
accordance with its terms and that it will assist the Licensor so far as is
necessary


                                      2

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OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

to achieve such cancellation by executing any necessary documents or
doing any necessary acts in connection therewith.

                                CONDITIONS OF USE

      3.1 The Licensee hereby undertakes that:

            (a) it will use the Licensed Marks only in relation to Products
which conform to the current quality standards used by Licensee or AP Biotech;

            (b) it will use the Licensed Marks (including, without limitation,
both with respect to presentation of the Licensed Marks on the Products,
packing, wrappers, notepaper, price lists, advertisements and other promotional
material and the like and with respect to shaping, printing style, colour,
quality of materials used and otherwise) only in the form set out in Schedule 2
or as may from time to time be approved by the Licensor or AP Biotech;

            (c) it will not use the Licensed Marks together or in combination
with any other marks, names, words, logos, symbols or devices other than: (i)
those specified in Schedule 1 or the trademarks licensed to Licensee by
Pharmacia & Upjohn, Inc. under a Trade Mark License Agreement of even date
hereof-, and (ii) the names "Biochrom" and "Harvard", whether jointly or
separately, and all related and associated logos and trademarks;

            (d) it will not use the Licensed Marks in relation to any goods
other than the Products nor use or seek to register any other trade or service
marks which are similar to or substantially similar to or so nearly resemble the
Licensed Marks as to be likely to cause deception or confusion;

            (e) it shall, when requested to do so by the Licensor or AP 
Biotech, supply the Licensor and AP Biotech with details of any written 
complaints made by customers relating to the Products together with reports, 
if any exist, on the manner in which such complaints are being or have been 
dealt with and shall comply with any reasonable directions or recommendations 
given by the Licensor or AP Biotech in respect thereof,

            (f) it shall submit to the Licensor and AP Biotech for their
approval a specimen of every new advertising or promotional material issued or
created by Licensee in which the Licensed Marks appear and the Licensee
undertakes not to use or distribute such material unless and until the Licensor
and AP Biotech shall have approved the same in writing. If Licensor and AP
Biotech fail to respond within twenty-eight (28) days the foregoing material
will be deemed approved;

            (g) to the extent consistent with past practice, it will include on
the Products and in all documentation and material referred to in paragraphs (b)
and (f) a statement that the relevant Licensed Mark is the registered trade mark
or the trade mark as the case may be


                                      3

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of the Licensor; and

            (h) it will not use the Licensed Marks in a manner which is likely
to cause material harm to the goodwill attached to the Licensed Marks.

      The parties acknowledge that AP Biotech is a distributor of the Products
and that Licensee shall not be responsible for, or deemed to control, the
actions or omissions of AP Biotech.

                        APPROVAL, INSPECTION AND TESTING

      4.1 On reasonable request by the Licensor or AP Biotech, the Licensee
agrees to supply at Licensor's sole expense t6 the Licensor or AP Biotech
samples of the Products offered for sale under the Licensed Marks.

      4.2 The Licensee shall, on reasonable prior notice from the Licensor or AP
Biotech, permit the Licensor, AP Biotech and/or their representatives or agents
at all reasonable times access to the premises of the Licensee to inspect the
Products as manufactured and/or offered for sale by the Licensee under the
Licensed Marks and the method by which the Products are manufactured, packed and
labelled. The Licensee undertakes that it will do such things as may reasonably
be necessary to ensure that such Products are processed, packed and labelled by
the methods and in conformity with such specifications and standards of quality
consistent with Biochrom's past practices. Licensor and its representatives,
however, shall sign a confidentiality agreement on a form acceptable to Licensee
before any such inspection may take place.

      4.3 If (consequent on any such inspection by any representatives or 
agent of the Licensor or AP Biotech as is referred to in Clause 4.2) it is 
found that any licensed Products bearing or intended to bear the Licensed 
Marks are not in conformity with any of the Licensee's obligations under 
Clause 4 hereof and the Licensor or AP Biotech shall give the Licensee 
written notice of that fact, the Licensee undertakes that it will not sell 
any of such non-conforming Products under the Licensed Marks without the 
prior written consent of the Licensor or AP Biotech.

                            MAINTENANCE OF TRADEMARKS

      5.1 Licensor shall at its own expense take any and all action that may be
required to maintain the registration of any of the Trademarks.

                                  INFRINGEMENTS

      6.1 The Licensee and Licensor shall forthwith give written notice (in
accordance with the


                                      4

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

provisions of Clause 12) to the other party of any of the following matters 
which may at any time during the continuance of this Agreement come to their 
knowledge, giving full particulars thereof:

            (a) any infringement or suspected or threatened infringement of the
Licensed Marks, whether by reason of imitation of get-up or otherwise;

            (b) any allegation or complaint made by any third party that the use
by the Licensee of the Licensed Marks in accordance with this Agreement may be
liable to cause deception or confusion to the public; or

            (c) any other form of attack, charge or claim to which the Licensed
Marks may be subject;

Provided always that the notifying party shall not make any admissions in
respect of such matters other than to the notified party and provided further
that the notifying party shall in every case furnish the notified party with all
information in its possession relating thereto which may be reasonably required
by the notified party.

      6.2 Licensor shall consult with Licensee on any matter within the scope of
Clause 6.1 on the appropriate course of action. The Licensor shall have the sole
right to assume the conduct of any actions and proceedings (whether in its own
name or that of the Licensee) relating to the Licensed Marks and shall bear the
costs and expenses of any such actions and proceedings. Any costs or damages
recovered in connection with any such actions or proceedings shall be for the
account of the Licensor.

      6.3 The Licensee undertakes and agrees that it will indemnify and hold the
Licensor harmless from and against all costs and expenses (including, without
limitation, legal costs, fees and expenses), actions, proceedings, claims,
demands, and damages arising from:

            (a) a breach of this Agreement by the Licensee; and

            (b) the Licensee's use of the Licensed Marks on defective products.

      6.4 The Licensor shall not be obliged to bring or extend any proceedings
relating to the Licensed Marks if it decides in its sole discretion not to do
so.

                              TERM AND TERMINATION

      7.1 This Agreement shall continue, unless terminated in accordance with
Clause 7.2 or 7.3, until terminated at any time by either party in writing as
specified in Clause 11 giving at least eighteen (18) months advance notice,
provided that Licensor shall not have any right to give such notice before the
date which is eighteen (18) months following the date first above written.


                                      5

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      7.2 This Agreement shall terminate immediately upon the occurrence of
either of the following events:

            (a) termination of the Distribution Agreement; or

            (b) termination of the Trade Mark License Agreement dated August 4,
1997, between Licensor and AP Biotech;

such termination to take effect immediately upon the effective date of
termination of either such agreement identified above.

      7.3 Notwithstanding the provisions of Clause 7.1 forthwith upon the
occurrence of any of the following events, the Licensor or Licensee, as the case
may be, may (without prejudice to any other right of remedy) by written notice
to the other party terminate this Agreement with immediate effect:

            (a) if the Licensee or Licensor commits a breach of any obligation
under this Agreement, including a breach of any representation or warranty, and
fails to remedy it within sixty (60) days of receipt of notice from the Licensor
or Licensee, as the case may be, of such breach; or

            (b) if the Licensee enters into liquidation whether compulsory or
voluntary, other than for the purposes of amalgamation or reconstruction
approved in writing by the Licensor on the basis that the resulting company
undertakes that other party's obligations under this Agreement and is
commercially acceptable to the former party, or has a receiver or administrative
receiver or administrator or similar official appointed over all or any of its
assets and is not discharged within a period of thirty (30) days;

            (c) if the Licensee is declared insolvent or makes any general
composition with its creditors;

            (d) if the Licensee ceases or threatens to cease to carry all or any
material part of its business;

            (e) Intentionally omitted.

            (f) if any distress, execution or exception is levied on any of the
assets of the Licensee or if any judgment of a monetary sum is given against the
Licensee and is not paid out within forty-five (45) days; or

            (g) if the Licensee shall challenge the validity of or the
entitlement of the Licensor to use or license the use of the Licensed Marks.

      7.4 Termination of this Agreement shall not release either of the parties
from any other liability which at the time of termination has already accrued to
the other party, nor affect in any way the survival of any other right, duty or
obligation of the parties which is expressly stated elsewhere in this Agreement
to survive such termination.


                                      6

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SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                             EFFECTS OF TERMINATION

      8.1 Upon termination of this Agreement for any reason, the rights and
license granted hereunder to the Licensee shall cease and determine and the
Licensee shall forthwith discontinue any and all use of the Licensed Marks save
that, except in the case of a termination pursuant to Clause 7.3(a) attributable
to a breach by the Licensee of an obligation under this Agreement or pursuant to
Clause 7.3(g), the Licensee may continue to sell solely in connection with the
Business the Products bearing the Licensed Marks in stock at the date of
termination for ninety (90) days provided that the Licensee shall comply with
the terms and conditions hereof in respect of the sales of such Products during
such period.

      8.2 Upon termination, or expiration of the period referred to in Clause 
8.1, whichever is the later, the Licensor or AP Biotech may request that the 
Licensee delete or remove the Licensed Marks from or (where such deletion or 
removal is not reasonably practicable) destroy or, if the Licensor or AP 
Biotech shall so elect, deliver to the Licensor, AP Biotech or any other 
company, firm or person designated by the Licensor or by AP Biotech, all 
Products and all wrappers and packing and all price-lists, sheets of note 
paper and the like and all other materials or documents in the possession or 
under the control of the Licensee to which the Licensed Marks are then 
affixed or approved. In the event that Licensor or AP Biotech elect to have 
any such Products delivered to them, Licensor or AP Biotech (as the case may 
be) shall, after receipt of such Products, pay their market value to Licensee.

                                 ACKNOWLEDGEMENT

      9.1 The Licensee recognizes the Licensor's title to the Licensed Marks and
shall not at any time do or suffer to be done any act or thing which is likely
in any way to prejudice such title. It is understood that the Licensee shall not
acquire and shall not claim any title to the Licensed Marks or the goodwill
attaching thereto by virtue of the rights hereby granted to the Licensee or
through the Licensee's use of the Licensed Marks, either before, on or after the
date of this Agreement, it being the intention of the parties that all use of
the Licensed Marks by the Licensee shall at all times inure to the benefit of
the Licensor.

      9.2 Licensee hereby represents and warrants that it has the full power and
authority to enter into this Agreement and that its execution, delivery and
performance of this Agreement has been duly authorized by all required corporate
action by Licensee.

      9.3 Licensor hereby represents and warrants that (i) it has the full power
and authority to grant to Licensee all of the rights granted to Licensee herein
and that its execution, delivery and performance of this Agreement has been duly
authorized by all required corporate action by Licensor, (ii) Licensor and its
affiliates are the sole legal and beneficial owners of the Licensed Marks, and
(iii) it is unaware of any rights in the Licensed


                                      7

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Marks superior to its rights or those of its affiliates.

                              LAW AND CONSTRUCTION

      10.1 This Agreement is governed by and shall be construed in accordance
with the laws of England and Wales.

                                   ARBITRATION

      11.1 All disputes between the parties arising out of the circumstances and
relationships contemplated by this Agreement including disputes relating to the
validity, construction or interpretation of this Agreement and including
disputes relating to pre-contractual representations shall be settled by
arbitration as follows:

      11.2 The parties hereby agree to cooperate in good faith to resolve any
disputes, claims or controversies that may arise hereunder or with respect to
the performance by either party of its obligations as contemplated hereby.

      11.3 In the event that any dispute, claim or controversy shall not be so
resolved by the parties between themselves, the parties agree that any and all
disputes, claims or controversies arising out of or relating to this Agreement
or a breach thereof, whether grounded in common law or statutory law, shall be
finally settled in accordance with the Arbitration Rules of the International
Chamber of Commerce in effect on the date hereof. Save as otherwise expressly
provided herein the procedural rules shall be the rules of the High Court in
England and Wales and the lex curiae shall be the law of England and Wales.

      11.4 The number of arbitrators shall be three, chosen in accordance with
the procedures set out in this Clause 11. The award of the arbitrators shall be
final and binding on the parties.

      11.5 Each party shall appoint one arbitrator. If within (30) days after
receipt of the claimant's notification of the appointment of an arbitrator the
respondent has not notified the claimant of the arbitrator it appoints, the
second arbitrator shall be appointed by the appointing authority.

      11.6 The arbitrators thus appointed shall choose a further arbitrator who
will act as the presiding arbitrator of the tribunal. If within (30) days after
the appointment of arbitrators under Clause 11.5 above, they have not agreed
upon the choice of the presiding arbitrator, then at the request of any party to
the arbitration proceeding the presiding arbitrator shall be appointed by the
appointing authority.

      11.7 The Chartered Institute of Arbitrators, London, England shall be the
appointing authority.


                                      8

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OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      11.8 At the request of any party to the arbitration ("requesting party")
the arbitrators shall order the other party ("furnishing party") to supply and
furnish to the requesting party (the cost of which shall be reimbursed upon
demand by the requesting party to the furnishing party) true and complete copies
of the relevant documents and materials (the "Relevant Materials") and to
produce to the arbitral tribunal any or all of the Relevant Material and/or
copies thereof as any part of the arbitral tribunal shall require.

      11.9 The procedures leading to the production of Relevant Material 
under this paragraph shall be determined by the arbitrators, and may include 
the preparation of lists of Relevant Material for initial evaluation by the 
requesting party prior to disclosure and/or inspection of Relevant Material 
by the requesting party prior to supply and furnishing the copies. In making 
such determination, the arbitrators shall take into account the urgency with 
which the Relevant Material should be brought before the arbitral tribunal.

      11.10 No party shall use or disclose any Relevant Material obtained under
this paragraph for any purpose except in the course of the conduct of the
arbitration and (as far as applicable) proceedings before any court, and then
only to the extent necessary for the implementation and enforcement of any aware
of the arbitrators.

      11.11 The arbitration, including the making of the award, shall take place
in London, U.K.

      11.12 All submissions and awards in relation to arbitration hereunder
shall be made in English and all arbitration proceedings shall be conducted in
English.

      11.13 The failure or refusal of either party to submit to arbitration in
accordance with this Clause 11 shall be deemed a breach of this Agreement. If
either party seeks and secures judicial intervention requiring enforcement of
this arbitration provision, such party shall be entitled to recover from the
other party in such judicial proceeding all costs and expenses, including
reasonable attorneys' fees, that it was thereby required to incur.

      11.14 The procedures specified in this Clause 11 shall be the sole and
exclusive procedures for the resolution of disputes between the parties arising
out of or relating this Agreement; provided, however, that a party, without
prejudice to the above procedures, may seek equitable remedies, including
without limitation, specific performance, a preliminary injunction or other
provisional judicial relief if in its sole judgment such action is necessary .
to avoid irreparable damage or to preserve the status quo.

                                     NOTICES

      12.1 Any notice or other communication to be given by one party to any
other party under, or in connection with the matters contemplated by, this
Agreement shall be in writing and signed by or on behalf of the party giving it
and may be served by delivering it or sending it by fax, pre-paid recorded
delivery or registered or certified post to the address and for the attention of
the relevant party set out in Clause 12.2 (or as otherwise notified from time to
time hereunder). Any


                                      9

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

notice so served by hand, fax or post shall be deemed to have been received

            (a) in the case of delivery by hand, when delivered;

            (b) in the case of fax, twelve (12) hours after the time of
dispatch;

            (c) in the case of pre-paid recorded delivery or registered post,
forty-eight (48) hours from the date of posting.

      12.2 The addresses of the parties for the purpose of Clause 12.1 are as
follows:

      Address:    Nycomed Amersham plc
                  Amersham Place
                  Little Chalfont
                  Buckinghamshire HP7 9NA, England
                  UK
                  Att: Robert Allnutt, Esq.

      Fax:        44 1494 542242

      Address:    Amersham Pharmacia Biotech AB
                  Bjorkgatan 30
                  SE-751 84 Uppsala
                  Sweden
                  Att: Ulf Lundberg, Esq.

      Fax:        46 18 165 322

      Address:    Curtis, Mallet-Prevost, Colt & Mosle
                  101 Park Avenue
                  New York, NY 10178
                  Att: Eric Gilioli, Esq.

      Fax:        (212) 697-1559

      Address:    Biochrom Limited
                  Cambridge Science Park
                  Milton Road
                  Cambridge CB4 4FJ
                  England
                  Att: Barry Brown

      Fax:        44 1223 420238

      Address:    Goodwin, Procter & Hoar  LLP


                                      10

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                  Exchange Place
                  Boston, MA 02109

                  Att: H. David Henken, P.C.

      Fax:        (617) 523-1231

      Address:    Cameron McKenna
                  Mitre House
                  160 Aldersgate Street
                  London, EC1A 4DD
                  Attention: Guilherme Brafman

      Fax:        44-171-367-2000

                                NON-ASSIGNABILITY

      13.1 The Licensee may not nor may not purport to assign, transfer, change
or part with all or any of its rights and/or obligations under this Agreement or
sub-contract the performance of any of its obligations under this Agreement
without the prior written consent of the Licensor. A change of control of the
Licensee shall be deemed an assignment hereunder. For purposes of this Clause
13.1, "control" shall mean the ownership of the majority of ordinary share
capital or the ability to cast the majority of the votes at a general meeting of
Licensee, to appoint the majority of the board of directors or to direct the
general management of Licensee. The sale of substantially all of the assets of
Licensee shall also be deemed a change of control for purposes of this Clause
13.1.

      13.2 Any right, power, privilege or remedy of a party under or pursuant to
this Agreement shall not be capable of being waived or varied otherwise than by
an express waiver or variation in writing.

      13.3 No failure or delay by any party in exercising any right, power,
privilege or remedy shall impair such right, power, privilege or remedy or
operate or be construed as a waiver or variation thereof or preclude its
exercise at any subsequent time or on any subsequent occasion and no single or
partial exercise of any such right, power, privilege or remedy shall preclude
any other or further exercise thereof or the exercise of any other right, power,
privilege or remedy.

                                    SEVERANCE

      14.1 If any provision of this Agreement is held to be invalid or
unenforceable, then such provision shall (so far as invalid or unenforceable) be
given no effect and shall be deemed not to


                                      11

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

be included in this Agreement but without invalidating any of the remaining 
provisions of this Agreement. The parties shall then use all reasonable 
endeavors to replace the invalid or unenforceable provisions by a valid and 
enforceable substitute provision the effect of which is as close as possible 
to the intended effect of the invalid or unenforceable provision.

                                ENTIRE AGREEMENT

      15.1 This Agreement, including the Schedules referred to herein, is
complete, reflects the entire agreement of the parties with respect to its
subject matter, and supersedes all previous written or oral negotiations,
commitments and writings in connection therewith.


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      In witness whereof, the parties have executed this Agreement as of the
date first above written.

                                          NYCOMED AMERSHAM PLC


                                          By:
                                               ------------------------------
                                               Name:
                                               Title:


                                          BIOCHROM LIMITED


                                          By:
                                               ------------------------------
                                               Name:
                                               Title:

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                                                                      Schedule 1

                                 Licensed Marks

                              Corporate Trademarks;
                                    AMERSHAM
                                22 December 1998

AMERSHAM

Country                                   App. No.             Reg. No.
-------                                   --------             --------

Argentina                                                      1515753
                                                               1515755
                                                               1797465
                                                               1515752
                                                               1515751
                                                               1515754

Australia                                                      B359261
                                                               B359260
                                                               B400211
                                                               B400213
                                                               B400214
                                                               B400212

Austria                                                        97957

Benelux                                                        366718

Brazil                                                         817657223
                                          817657231
                                          817657240
                                          817657258
                                                               817657207
                                          817657215
                                                               817657266

Canada                                                         353995

France                                                         1714292

Germany                                                        647795

Greece                                                         128839


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

Country                                   App. No.             Reg. No.
-------                                   --------             --------

Hong Kong                                                      5615A-B1996

India                                     703032

Indonesia                                                      323408
                                                               323405
                                                               323407
                                                               323406
                                                               323409
                                                               323410

Italy                                                          393994
                                                               376290

Japan                                                          1708820
                                                               1773613
                                                               1551216
                                                               1708820

Mexico                                                         473600
                                                               473599
                                                               473601
                                                               473602
                                                               473603
                                                               473598

New Zealand                                                    160043
                                                               160042
                                                               160041
                                                               160040
                                                               106039
                                                               160038
                                                               160037

South Africa                                                   85/5523
                                                               85/5520
                                                               85/5521
                                                               85/5522
                                                               85/5524
                                                               85/5525
                                                               85/55265

Spain                                                          971081
                                                               971080

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

Country                                   App. No.             Reg. No.
-------                                   --------             --------

                                                               971079
                                                               971078
                                                               991327
                                                               1026239

Sweden                                                         174766
                                                               179341

Switzerland                                                    344329

Taiwan                                                         800207
                                                               777864
                                          85-014275

United Arab Emirates                                           3214
                                                               3211

USA                                                            1457058


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

                                                                      Schedule 2

                             Form of Licensed Marks

                                          the logotype (lettering and symbol)
                                          and 'drop' symbol

logotype specifications

o how to use our logotype and the
'drop' symbol
o the Amersham Pharmacia Biotech name
o artwork reference

                                          amersham/pharmacia biotech

                                          The company symbol and logotype are
                                          principal items of the identity and,
                                          as such, they must be employed with
                                          great care in accordance with the
                                          rules and guidelines set our in this
                                          document, together with any other
                                          instructions issued by Corporate
                                          Communications in Uppsala.

                                          The logotype D consists of the symbol
                                          (or 'drop' as it is often called) and
                                          specifically centered lettering. In
                                          normal circumstances they should
                                          appear together, although on certain
                                          occasions, where indicated, the 'drop'
                                          symbol O may appear without the
                                          lettering. The lettering in this form
                                          must not be used on its own.

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

amersham pharmacia biotech                The 'drop' symbol and the logotype may
                                          only be reproduced using the highest
                                          quality originals. No attempt must be
                                          made to reproduce either mark from
                                          anything other than the reproduction
                                          artwork or computer files supplied by
                                          Corporate Communications in Uppsala.

                                          To afford these marks their
                                          appropriate status and to ensure that
                                          they are clearly recognized, an area
                                          around each device must be kept free
                                          of other visual elements. No additions
                                          or amendments to the 'drop' symbol or
                                          logotype are permitted.

amersham pharmacia biotech                Creative use of the symbol and
                                          logotype is only allowed with the
                                          express permission of the head of
                                          Corporate Communications in Uppsala.

The 'drop' symbol should always be        [The 'drop' symbol with technical
reproduced in high gloss silver/chrome    specifications]
or, where this is not possible, in
black. The lettering should appear in
black only. Both the 'drop' symbol and
the full logotype should normally
appear on a white background; a
colored background may be used
(although this should be avoided as
far as possible) as long as the color
does not deduct from their visibility.
They may also appear white out of
black O using the artworks created for
this purpose.

[The 'drop' symbol with technical 
specifications]


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

The keytype should appear on all          [Inaccurate versions of the 'drop'
external communications, including        symbol and logotype reproduced]
stationery, labels, envelopes,            
business cards, brochures, mailings,
advertisements, other printer material
and where possible, all types of
electronic mail, as well as buildings,
signs, exhibition material, products
and packaging, as directed by these
guidelines or as instructed by
Corporate Communications. It should
also appear on internal
communications, e.g., loan's and
policies, and may be employed on
clothing.

Generally the logotype should appear
in a prominent position towards the
top of all area in which it appears
or, sometimes as a sign off, at the
bottom. When used large, the logotype
should normally be placed centrally
and when smaller towards the right
(approximately two-thirds of the way
across the page or area in which it
sits).

The 'drop' symbol may be used as a
decorative element and also as a
principal identifier when there is
restricted space (as long as there are
other elements to support or qualify
it, such as a line of text). It may
also appear with other elements for
specific applications as directed by
Corporate Communications in Uppsala.

the Amersham Pharmacia Biotech name       logotype specification

In legal context                          colours                               
The full name of the relevant legal       logotype lettering                    
entity should be used including the       black                                 
appropriate suffix, e.g. AD or Inc.       white out of black                    
                                          logotype 'drop' symbol:               
                                           high gloss silver/chrome or black    
                                           high gloss silver/chrome or white out
                                           of black                             

<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

Signing off letters and documents         logotype artwork                   
The full name should also be used when    use only the specially prepared    
signing off letters and documents. It     artwork to reproduce the symbol and
should be set after the author's name     logotype.                          
and accompanied by the department         
name. Direct telephone number and         log ba (&F).aps/log blk&F.tps        
e-mail address may be added below.        master artwork for the logotype solid
                                          black (although this may also be used
                                          to produce separated fall artwork)   

In daily speech                           log ba &F.eps                        
In all external communications the        master artwork for the logotype solid
company must always be referred to as     black (produce separated artwork)    
"Amersham Pharmacia Biotech", unless a    
specific regional or sales company is     log wh 85.eps                       
being referred to. Should an              master artwork for the logotype when
abbreviated terms of the company name     reproduced whilte out of black when 
be needed, "AP Biotech must be used.      less than 65mm                      
Under no circumstances should any         
other forms of the company name be
employed, e.g. APB

In body copy                              Log wh +85. eps                     
In body copy the company is always        master artwork for the logotype when
called Amersham Pharmacia Biotech,        reproduced white out of black when  
unless a specific regional or sales       more than 65mm                      
company is being referred to.             

Responsibility for our Identity.          Sym blk.eps                          
It is the responsibility of the head      master artwork for the 'drop' symbol 
of all companies and departments          reproducing as solid black (although 
within Amersham Pharmacia Biotech, as     this may be used to produce separated
it is of everyone who uses the            full artwork)                        
information set out in these pages, to    
ensure the identity guidelines of the
company are followed

Exceptions to the rule may not be made    Sym F. eps                          
without the prior approval of             master artwork for the 'drop' symbol
Corporate Communications in Uppsala.      (separated full artwork)            
Any questions regarding the identity      
or its implementation should also be
forwarded there.


<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

Amersham Pharmacia Biotech, Corporate     Sym wh.eps                          
Communications, Uppsala, Sweden tel 46    master artwork for the 'drop' symbol
18165000 fax 46 1816 64 22                when reproduced white out of black. 



<PAGE>
                                                                        EX. 23.2
 
                         INDEPENDENT AUDITORS' CONSENT
 
The Board of Directors
Harvard Apparatus, Inc.:
 
    We consent to the inclusion of our report dated February 25, 2000, with
respect to the consolidated balance sheets of Harvard Apparatus, Inc. and
subsidiaries as of December 31, 1999 and 1998 and the related consolidated
statements of operations, stockholders' equity (deficit) and comprehensive
income (loss), and cash flows for each of the years in the three-year period
ended December 31, 1999 which report appears in this Registration Statement, and
to the reference to our firm under the heading "Experts" in this Registration
Statement.
 
/s/ KPMG LLP
 
Boston, Massachusetts
September 18, 2000





<PAGE>

                                                                   EXHIBIT 23.3






CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in this Registration Statement on Form S-1 of 
our reports dated February 26, 1998 (for the year ended December 31, 1997) 
and April 9, 1999 (for the year ended December 31, 1998), except for the 
US GAAP reconciliation as described in Note 24 which is at September 15, 2000, 
relating to the financial statements and financial statement schedules of 
Pharmacia & Upjohn (Cambridge) Limited, which appear in the Registration 
Statement. We also consent to the references to us under the heading 
"Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers

PRICEWATERHOUSECOOPERS
Cambridge, England
September 18, 2000





<TABLE> <S> <C>


<PAGE>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 
CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 1999 AND JUNE 30, 2000 AND 
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 
1999 AND THE SIX MONTHS ENDED JUNE 30, 2000 AND IS QUALIFIED IN ITS 
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   YEAR                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999             DEC-31-2000
<PERIOD-START>                             JAN-01-1999             JAN-01-2000
<PERIOD-END>                               DEC-31-1999             JUN-30-2000
<DEBT-HELD-FOR-SALE>                                 0                       0
<DEBT-CARRYING-VALUE>                                0                       0
<DEBT-MARKET-VALUE>                                  0                       0
<EQUITIES>                                           0                       0
<MORTGAGE>                                           0                       0
<REAL-ESTATE>                                        0                       0
<TOTAL-INVEST>                                       0                       0
<CASH>                                           2,396                   2,145
<RECOVER-REINSURE>                                   0                       0
<DEFERRED-ACQUISITION>                               0                       0
<TOTAL-ASSETS>                                  20,561                  20,634
<POLICY-LOSSES>                                      0                       0
<UNEARNED-PREMIUMS>                                  0                       0
<POLICY-OTHER>                                       0                       0
<POLICY-HOLDER-FUNDS>                                0                       0
<NOTES-PAYABLE>                                  5,867                   5,501
<PREFERRED-MANDATORY>                            2,500                   2,500
<PREFERRED>                                          0                       0
<COMMON>                                             5                       6
<OTHER-SE>                                    (25,675)                (92,738)
<TOTAL-LIABILITY-AND-EQUITY>                    20,561                  20,634
<PREMIUMS>                                           0                       0
<INVESTMENT-INCOME>                                  0                       0
<INVESTMENT-GAINS>                                   0                       0
<OTHER-INCOME>                                     (5)                      33
<BENEFITS>                                           0                       0
<UNDERWRITING-AMORTIZATION>                          0                       0
<UNDERWRITING-OTHER>                                 0                       0
<INCOME-PRETAX>                               (29,282)                (66,007)
<INCOME-TAX>                                       261                     579
<INCOME-CONTINUING>                                  0                       0
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                  (29,420)                (66,586)
<EPS-BASIC>
                                   (104.00)                (210.66)
<EPS-DILUTED>                                 (104.00)                (210.66)
<RESERVE-OPEN>                                       0                       0
<PROVISION-CURRENT>                                  0                       0
<PROVISION-PRIOR>                                    0                       0
<PAYMENTS-CURRENT>                                   0                       0
<PAYMENTS-PRIOR>                                     0                       0
<RESERVE-CLOSE>                                      0                       0
<CUMULATIVE-DEFICIENCY>                              0                       0
        

</TABLE>