AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 2000 REGISTRATION STATEMENT NO. 333-45996 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ HARVARD BIOSCIENCE, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 3826 04-3306140 (State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer of Incorporation or Organization) Classification Code Number) Identification No.) ------------------------------ 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: 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 ------------------------------ 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. / / ____________ 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. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------

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.

SUBJECT TO COMPLETION, DATED NOVEMBER 8, 2000 PROSPECTUS [THOMAS WEISEL PARTNERS LLC LOGO] [HARVARD BIOSCIENCE LOGO] 6,422,450 SHARES COMMON STOCK - -------------------------------------------------------------------------------- We are selling 6,250,000 shares of our common stock and our president as a selling stockholder is offering an additional 172,450 shares. 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 937,500 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 $11.00 and $13.00 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. - -------------------------------------------------------------------------------- PER SHARE TOTAL Public offering price $ $ Underwriting discount $ $ Proceeds, before expenses, to us $ $ Proceeds, before expenses, to the selling stockholder $ $ 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 DAIN RAUSCHER WESSELS ING BARINGS The date of this prospectus is , 2000

EDGAR GRAPHICS DESCRIPTIONS INSIDE FRONT COVER-GATEFOLD Pages 2 and 3: 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 are 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". Above this arrow is the word "Genomics". The next arrow to the right is orange and is titled "Target Validation". Above 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 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 minute protein samples". Below this is a photo of spin columns followed by the words "UltraMicro Spin Columns Small plastic tubes containing purification media that are spun in a centrifuge". Below this is a photo of disposable dialyzers followed by the words "Disposable Dialyzers small plastic chambers capped with a membrane that retains proteins but passes contaminants". 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 "UltroSpec-TM Range of spectrophotometers for molecular biology". Below this is a photo of an amino acid analysis system followed by the words "Biochrom-TM 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 the measurement of the interaction of drugs and proteins". 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 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 Screening system for testing toxicology without the use of laboratory animals". Below this is a photo of an infusion pump followed by the words "PHD 2000 Infusion pump for toxicology testing".

TABLE OF CONTENTS PAGE -------- Prospectus Summary.......................................... 1 Risk Factors................................................ 6 Information Regarding Forward-Looking Statements............ 15 Use of Proceeds............................................. 16 Dividend Policy............................................. 16 Capitalization.............................................. 17 Dilution.................................................... 18 Selected Financial Data..................................... 19 Management's Discussion and Analysis of Financial Condition and Results of Operations................................. 20 Business.................................................... 28 Management.................................................. 44 Relationships and Related Party Transactions................ 51 Principal and Selling Stockholders.......................... 52 Description of Capital Stock................................ 54 Shares Eligible for Future Sale............................. 58 Underwriting................................................ 60 Legal Matters............................................... 63 Experts..................................................... 63 Where You Can Find More Information......................... 63 Index to Consolidated Financial Statements.................. F-1

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 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 nine months ended September 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, the study of genes, and proteomics, the study of proteins, 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 absorption, distribution, metabolism, elimination and toxicology 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 APBiotech, 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 (the automated production of large numbers of chemical compounds) 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 later stages in the drug discovery process. 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 1

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, which are small plastic tubes coated on the inside with a material that selectively extracts proteins but not contaminants, - micro spin columns, which are small plastic tubes partially filled with a material that selectively extracts proteins but not contaminants, and - micro dialyzers, which are small plastic tubes each containing a dialysis membrane which allows small molecules to pass through but retains large molecules such as proteins. ADMET SCREENING: - NaviCyte diffusion chambers, which measure drug absorption by simulating membranes in the human body, - small plastic plates with 96 wells, which each contain a dialysis membrane that allows small molecules to pass through but retains large molecules such as proteins, and - ScanTox instruments, which enable toxicology testing without the use of animals. 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 cost and increase automation by using molecular, cellular, tissue and organ based assays to reduce the use of live animals. In addition to our proprietary products, we provide a broad selection of non-proprietary products that 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. The initial Harvard Apparatus catalog was published in 1901 by Dr. William T. Porter, a professor at the Harvard Laboratory of Physiology. 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. We have no affiliation with Harvard University. 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. 2

We have six wholly-owned subsidiaries, Biochrom Ltd. (United Kingdom), Harvard Apparatus Limited (United Kingdom), Hugo Sachs Elektronik-Harvard Apparatus GmbH (Germany), Harvard Apparatus S.A.R.L. (France), Harvard Apparatus FSC, Inc. (United States) and Ealing Scientific Ltd. (Canada). The names Harvard Bioscience and Harvard Apparatus and our logo are names and trademarks that we believe 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 UltroSpec. This prospectus also contains the trademarks and trade names of other entities that are the property of their respective owners. THE OFFERING Common stock offered by us................... 6,250,000 shares Common stock offered by our president as a selling stockholder........................ 172,450 shares Common stock outstanding after the offering................................... 24,782,422 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 The above information is based on 18,532,422 shares outstanding as of October 15, 2000 and excludes: - 599,096 shares issuable upon exercise of options then outstanding at a weighted average exercise price of $1.00 per share. Unless otherwise noted, this prospectus assumes: - no exercise of the underwriters' over-allotment, - an assumed initial offering price of $12.00 per share, - a 19.71-for-1 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 955,935 shares of our common stock upon the closing of this offering, - the issuance of 8,509,905 shares of our common stock upon exercise of all outstanding warrants at a weighted average exercise price of $0.0005 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

SUMMARY FINANCIAL DATA PREDECESSOR PREDECESSOR COMPANY FOR THE PERIOD COMPANY FOR THE PERIOD FROM INCEPTION FISCAL YEAR FROM JANUARY 1, MARCH 15, ENDED 1996 TO 1996 TO DECEMBER 31, MARCH 14, DECEMBER 31, 1995 1996 1996 ------------ --------------- -------------- (UNAUDITED) (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) STATEMENT OF OPERATIONS DATA: Revenues....................... $ 10,032 $ 1,989 $ 8,198 Cost of goods sold............. 5,286 1,059 4,080 Stock compensation expense..... -- -- -- ---------- ---------- ---------- Gross profit............... 4,746 930 4,118 Other operating expenses....... 4,252 810 3,141 Stock compensation expense..... -- -- -- ---------- ---------- ---------- Operating income (loss).... 494 120 977 ---------- ---------- ---------- Other (expense) income: Common stock warrant interest expense...................... -- -- -- Interest expense, net........ (472) (90) (177) Amortization of deferred financing costs.............. -- -- -- Other........................ (62) (139) 98 ---------- ---------- ---------- Other expense, net......... (534) (229) (79) ---------- ---------- ---------- (Loss) income before income taxes...................... (40) (109) 898 Income taxes................... 85 -- 362 ---------- ---------- ---------- Net (loss) income.......... $ (125) $ (109) $ 536 Preferred stock dividends...... -- -- (97) ---------- ---------- ---------- Net (loss) income available to common stockholders..... $ (125) $ (109) $ 439 ========== ========== ========== (Loss) income per share: Basic........................ $ (0.01) $ (0.01) $ 0.04 ========== ========== ========== Diluted...................... $ (0.01) $ (0.01) $ 0.02 ========== ========== ========== Weighted average common shares: Basic........................ 10,259,410 10,259,410 10,259,410 ========== ========== ========== Diluted...................... 10,259,410 10,259,410 20,241,145 ========== ========== ========== Pro forma (loss) income per share: Basic........................ Diluted...................... Pro forma weighted average common shares: Basic........................ Diluted...................... NINE MONTHS ENDED FISCAL YEAR ENDED DECEMBER 31, SEPTEMBER 30, ------------------------------------ ------------------------ 1997 1998 1999 1999 2000 ---------- ---------- ---------- ----------- ---------- (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) STATEMENT OF OPERATIONS DATA: Revenues....................... $ 11,464 $ 12,154 $ 26,178 $ 18,470 $ 22,069 Cost of goods sold............. 5,128 5,351 13,547 9,359 11,462 Stock compensation expense..... -- -- -- -- 151 ---------- ---------- ---------- --------- ---------- Gross profit............... 6,336 6,803 12,631 9,111 10,456 Other operating expenses....... 4,217 4,391 8,151 5,862 7,723 Stock compensation expense..... -- -- 3,284 937 13,181 ---------- ---------- ---------- --------- ---------- Operating income (loss).... 2,119 2,412 1,196 2,312 (10,448) ---------- ---------- ---------- --------- ---------- Other (expense) income: Common stock warrant interest expense...................... (117) (1,379) (29,694) (7,403) (70,920) Interest expense, net........ (223) (210) (657) (468) (655) Amortization of deferred financing costs.............. -- -- (63) (44) (56) Other........................ 10 31 (65) 46 (428) ---------- ---------- ---------- --------- ---------- Other expense, net......... (330) (1,558) (30,479) (7,869) (72,059) ---------- ---------- ---------- --------- ---------- (Loss) income before income taxes...................... 1,789 854 (29,283) (5,557) (82,507) Income taxes................... 682 783 137 649 1,354 ---------- ---------- ---------- --------- ---------- Net (loss) income.......... $ 1,107 $ 71 $ (29,420) $ (6,206) $ (83,861) Preferred stock dividends...... (122) (122) (157) (115) (123) ---------- ---------- ---------- --------- ---------- Net (loss) income available to common stockholders..... $ 985 $ (51) $ (29,577) $ (6,321) $ (83,984) ========== ========== ========== ========= ========== (Loss) income per share: Basic........................ $ 0.13 $ (0.01) $ (5.28) $ (1.13) $ (13.11) ========== ========== ========== ========= ========== Diluted...................... $ 0.06 $ (0.01) $ (5.28) $ (1.13) $ (13.11) ========== ========== ========== ========= ========== Weighted average common shares: Basic........................ 7,406,486 5,598,626 5,598,626 5,598,626 6,407,682 ========== ========== ========== ========= ========== Diluted...................... 17,500,194 5,598,626 5,598,626 5,598,626 6,407,682 ========== ========== ========== ========= ========== Pro forma (loss) income per share: Basic........................ $ 0.01 $ (0.82) ========== ========== Diluted...................... $ 0.01 $ (0.82) ========== ========== Pro forma weighted average common shares: Basic........................ 14,902,100 15,873,527 ========== ========== Diluted...................... 17,381,677 15,873,527 ========== ========== Pro forma basic and diluted net (loss) income 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 for common stock as if they had been converted or exercised on the dates of issuance. Accordingly, common stock warrant interest expense and dividends associated with convertible preferred shares are excluded from the pro forma per share amounts. The financial data presented above for the year ended December 31, 1995 and for the period from January 1, 1996 to March 14, 1996 represents the financial data of our predecessor company without any adjustments relating to our purchase of a portion of its assets. 4

AS OF SEPTEMBER 30, 2000 ------------------------------------ PRO FORMA ACTUAL PRO FORMA AS ADJUSTED -------- ----------- ----------- BALANCE SHEET DATA: Cash and cash equivalents................................. $ 2,149 $ 2,154 $68,904 Working capital........................................... 1,025 1,030 67,780 Total assets.............................................. 23,236 23,241 89,991 Long-term obligations, net of current portion............. 5,730 5,730 5,730 Preferred stock........................................... 2,500 1,500 -- Common stock warrants..................................... 102,115 -- -- Stockholders' equity (deficit)............................ (97,018) 6,102 74,352 The preceding table presents a summary of our balance sheet data as of September 30, 2000: - on an actual basis assuming the filing of an amended and restated certificate of incorporation to increase the number of authorized shares of common stock, - on a pro forma basis to give effect to the conversion of all outstanding shares of convertible preferred stock into an aggregate of 955,935 shares of common stock, the exercise of all outstanding warrants for an aggregate of 8,509,905 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 6,250,000 shares of common stock by us in this offering at an assumed initial offering price of $12.00 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

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

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 nine months ended September 30, 2000, approximately 39% of our revenues were generated through an agreement with Amersham Pharmacia Biotech, or APBiotech, under which APBiotech acts as our primary marketing and distribution channel for the products of our Biochrom subsidiary. Under the terms of this agreement, we are restricted from allowing another person or entity to distribute, market and sell the majority of the products of our Biochrom subsidiary. We are also restricted from making or promoting sales of the majority of the products of our Biochrom subsidiary to any person or entity other than APBiotech or its authorized subdistributors. We have little or no control over APBiotech's marketing and sales activities or the use of its resources. APBiotech may fail to purchase sufficient quantities of products from us or perform appropriate marketing and sales activities. The failure by APBiotech to perform these activities could materially adversely affect our business and growth prospects during the term of this agreement. In addition, our inability to maintain our arrangement with APBiotech for product distribution, could materially impede the growth of our business and our ability to generate sufficient revenue. Our agreement with APBiotech may be terminated under some circumstances, including in the event of a breach of a material term by us. This agreement has a perpetual term; however, it may be terminated by either party upon 18 months' prior written notice. While we believe our relationship with APBiotech is good, we cannot guarantee that the contract will be renewed or that APBiotech will aggressively market our products in the future. WE MAY BE ADVERSELY AFFECTED BY THREATENED LITIGATION INVOLVING HARVARD UNIVERSITY. We received correspondence from counsel to Harvard University on November 7, 2000 alleging trademark infringement, false designation of origin, unfair competition and cybersquatting and threatening legal action against us if we do not take certain steps, including ceasing our use of the term "Harvard Bioscience" and other terms containing the term "Harvard." We do not currently intend to take such steps, and we believe it is likely that Harvard University will pursue this matter against us. This legal action could include, among other things, the filing of a complaint against us seeking injunctive relief and treble damages with respect to these claims. We may suffer adverse consequences as a result of this matter which we cannot now predict. If claims for injunctive relief or other damages are asserted and are decided against us, we could suffer monetary damages, lose our ability to use the names "Harvard Bioscience" and "Harvard Apparatus," lose the reputation and goodwill associated with these names and ultimately experience decreased revenues and earnings in subsequent periods. In addition, any lawsuit or claim for injunctive relief may result in significant litigation expenses. 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. 7

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 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. Several of our products are based on patents which are closely surrounded by patents held by competitors or potential competitors. As a result, we believe there is a greater likelihood of a patent dispute than would be expected if our patents were not closely surrounded by other patents. 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. 8

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 it of a patent and other pending patent applications held by such third party. Because this competitor has not pursued this matter since AmiKa's reply on June 7, 2000 in which AmiKa stated that it did not believe it was infringing on this competitor's patents, we believe that this matter has been concluded. However, we cannot assure you that this third party competitor will not assert these or similar claims in the future. We do not currently derive a significant portion of our revenue from products which depend on the intellectual property related to this alleged infringement. CHANGES IN ACCOUNTING FOR GOODWILL AMORTIZATION MAY HAVE A MATERIAL ADVERSE AFFECT ON US. We currently amortize goodwill purchased in our acquisitions on a straight line basis ranging from 5 to 15 years. At September 30, 2000, we had unamortized goodwill of $9.1 million, or 39.4% of total assets. Any changes in accounting rules under generally accepted accounting principles that reduce the period over which we may amortize goodwill may have an adverse effect on our ability to consummate future acquisitions and our financial results. A shorter goodwill amortization period would increase annual amortization expense and reduce our net income over the amortization period. In addition, we continually evaluate whether any portion of the remaining balance of goodwill may not be recoverable. If it is determined in the future that a portion of our goodwill is impaired, we may be required to write off that portion of our goodwill which would have an adverse effect on our net income for the period in which the write off occurs. 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. 9

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. In particular, several proposals are being contemplated by lawmakers in the United States to extend the federal Medicare program to include reimbursement for prescription drugs. Many of these proposals involve negotiating decreases in prescription drug prices or imposing price controls on prescription drugs. 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 69% of our total revenues for the nine months ended September 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, which resulted in a foreign currency loss of $456,000 for the nine months ended September 30, 2000, - changes in a specific country's or region's political or economic conditions, including Western Europe, in particular, - trade protection measures and import or export licensing requirements, - potentially negative consequences from changes in tax laws affecting our ability to expatriate profits, - difficulty in staffing and managing widespread operations, and - unfavorable labor regulations applicable to our European operations, such as the unenforceability of non-competition agreements in the United Kingdom. 10

WE MAY LOSE MONEY WHEN WE EXCHANGE FOREIGN CURRENCY RECEIVED FROM INTERNATIONAL REVENUES INTO U.S. DOLLARS. For the nine months ended September 30, 2000, approximately 69% of our business was 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 exposure 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. 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. 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 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, 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. 11

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 74% 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 fluctuating or failing to meet the expectations of securities analysts or investors in any quarter, - 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. 12

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 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 24,782,422 shares of common stock outstanding. Of these shares, all 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 3,750,000 shares of common stock for issuance under our 2000 Stock Option and Incentive Plan and 500,000 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. 13

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. 14

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, performance 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. 15

USE OF PROCEEDS We estimate that the net proceeds we will receive from the sale of 6,250,000 shares of common stock will be approximately $68.3 million, or approximately $78.7 million if the underwriters fully exercise their over-allotment option, at the assumed offering price of $12.00 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 our president as a selling stockholder in this offering. The principal purposes of this offering are as follows: - to permit us to repay approximately $665,000 in subordinated debt and $9.6 million under our credit facility, - to permit us to redeem our series A redeemable preferred stock at a cost of approximately $1.5 million, - to provide us with funds to complete potential acquisitions and enhance our ability to use our common stock as consideration for potential acquisitions, - to increase our equity capital and facilitate our future access to public equity markets, - to increase our working capital, and - to increase funds available 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 1.0%. This interest rate was 10.5% at October 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. 16

CAPITALIZATION The following table describes our capitalization as of September 30, 2000: - on an actual basis assuming the filing of an amended certificate of incorporation to increase the number of authorized shares of common stock, - on a pro forma basis to give effect to the conversion of all outstanding shares of convertible preferred stock into an aggregate of 955,935 shares of common stock, the exercise of all outstanding warrants for an aggregate of 8,509,905 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 6,250,000 shares of common stock by us in this offering at an assumed initial offering price of $12.00 per share, after deducting estimated underwriting discounts, commissions and offering expenses payable by us and the application of the net proceeds therefrom. AS OF SEPTEMBER 30, 2000 ----------------------------------- PRO FORMA ACTUAL PRO FORMA AS ADJUSTED --------- --------- ----------- (IN THOUSANDS, EXCEPT SHARE DATA) Series A redeemable preferred stock, par value $0.01 per share; 469,300 shares authorized, issued and outstanding, actual; 469,300 shares authorized, issued and outstanding, pro forma and no shares issued and outstanding 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....................................... 102,115 -- -- --------- --------- --------- 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; 80,000,000 shares authorized, 13,727,365 shares issued and outstanding, actual; 80,000,000 shares authorized, 23,193,210 shares issued and outstanding pro forma; 80,000,000 shares authorized, 29,443,210 shares issued and outstanding, pro forma as adjusted......................................... 137 232 294 Additional paid-in capital.................................. 18,132 121,157 189,345 Treasury stock.............................................. (668) (668) (668) Notes receivable............................................ (1,548) (1,548) (1,548) Retained earnings (accumulated deficit)..................... (112,358) (112,358) (112,358) Accumulated other comprehensive income (loss)............... (713) (713) (713) --------- --------- --------- Total stockholders' equity................................ (97,018) 6,102 74,352 --------- --------- --------- Total capitalization.................................... $ 7,597 $ 7,602 $ 74,352 ========= ========= ========= The above table excludes 598,612 shares of common stock issuable upon exercise of stock options outstanding as of September 30, 2000 at a weighted average exercise price of $1.00 per share. The above table also assumes no exercise of the underwriters' over-allotment option. 17

DILUTION Our pro forma net tangible book value as of September 30, 2000, was approximately $(3.0) million, or $(0.19) 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 6,250,000 shares of common stock offered by this prospectus at an assumed initial offering price of $12.00 per share and after deducting estimated underwriting discounts, commissions and offering expenses payable by us, our pro forma net tangible book value as of September 30, 2000 would have been $65 million, or $2.63 per share. This represents an immediate increase in the pro forma net tangible book value of $2.82 per share to existing stockholders and an immediate dilution of $9.37 per share to new stockholders in this offering illustrated by the following table: Assumed initial public offering price per share........... $ 12.00 Pro forma net tangible book value per share before this offering.............................................. $(0.19) Increase per share attributable to new stockholders..... 2.82 ------ Pro forma net tangible book value per share after the offering................................................ 2.63 -------- Dilution per share to new investors....................... $ 9.37 ======== The following table sets forth on a pro forma basis as of September 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: SHARES PURCHASED TOTAL CONSIDERATION --------------------- ---------------------- AVERAGE PRICE NUMBER PERCENT AMOUNT PERCENT PER SHARE ---------- -------- ----------- -------- ------------- Existing stockholders......... 18,532,422 74.8% $ 2,558,106 3.3% $ 0.14 New stockholders....... 6,250,000 25.2 75,000,000 96.7 12.00 ---------- ------ ----------- ----- Total.............. 24,782,422 100.0% $77,558,106 100.0% ========== ====== =========== ===== 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 September 30, 2000, there were options outstanding to purchase a total of approximately 598,612 shares of common stock with a weighted average exercise price of $1.00 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. 18

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 for the nine-month period ended September 30, 2000 and the balance sheet data at December 31, 1998 and 1999 and September 30, 2000 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 from March 15, 1996 to 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 for the period from January 1, 1996 to March 14, 1996 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 nine-month period ended September 30, 1999 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 nine-month period ended September 30, 2000 are not necessarily indicative of results for the year ending December 31, 2000 or any future period. PREDECESSOR COMPANY FOR THE PERIOD FOR THE PERIOD FROM FROM JANUARY 1, INCEPTION MARCH 15, PREDECESSOR COMPANY 1996 TO 1996 FISCAL YEAR ENDED MARCH 14, TO DECEMBER 31, DECEMBER 31, 1995 1996 1996 ------------------- --------------- ------------------- (UNAUDITED) (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) STATEMENT OF OPERATIONS DATA: Revenues..................... $ 10,032 $ 1,989 $ 8,198 Cost of goods sold........... 5,286 1,059 4,080 Stock compensation expense... -- -- -- ---------- ---------- ---------- Gross profit............. 4,746 930 4,118 General and administrative expense.................... 2,435 487 1,834 Marketing and selling expense.................... 1,469 232 1,058 Research and development..... 348 91 249 Amortization of goodwill..... -- -- -- Stock compensation expense... -- -- -- ---------- ---------- ---------- Operating income (loss)................... 494 120 977 ---------- ---------- ---------- Other (expense) income: Foreign currency (loss) gain....................... 23 (4) 108 Common stock warrant interest expense........... -- -- -- Interest expense, net...... (472) (90) (177) Amortization of deferred financing costs............ -- -- -- Other...................... (85) (135) (10) ---------- ---------- ---------- Other expense, net....... (534) (229) (79) ---------- ---------- ---------- (Loss) income before income taxes............. (40) (109) 898 Income taxes................. 85 -- 362 ---------- ---------- ---------- Net (loss) income........ $ (125) $ (109) $ 536 Preferred stock dividends.... -- -- (97) ---------- ---------- ---------- Net (loss) income available to common shareholders........... $ (125) $ (109) $ 439 ========== ========== ========== (Loss) income per share: Basic...................... $ (0.01) $ (0.01) $ 0.04 ========== ========== ========== Diluted.................... $ (0.01) $ (0.01) $ 0.02 ========== ========== ========== Weighted average common shares: Basic...................... 10,259,410 10,259,410 10,259,410 ========== ========== ========== Diluted.................... 10,259,410 10,259,410 20,241,145 ========== ========== ========== FISCAL YEAR ENDED DECEMBER 31, NINE MONTHS ENDED SEPTEMBER 30, ---------------------------------- ------------------------------- 1997 1998 1999 1999 2000 ---------- --------- --------- -------------- -------------- (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) STATEMENT OF OPERATIONS DATA: Revenues..................... $ 11,464 $ 12,154 $ 26,178 $ 18,470 $ 22,069 Cost of goods sold........... 5,128 5,351 13,547 9,359 11,462 Stock compensation expense... -- -- -- -- 151 ---------- --------- --------- --------- --------- Gross profit............. 6,336 6,803 12,631 9,111 10,456 General and administrative expense.................... 2,338 2,317 4,147 2,927 3,733 Marketing and selling expense.................... 1,672 1,722 2,448 1,842 2,359 Research and development..... 207 325 1,188 841 1,208 Amortization of goodwill..... -- 27 368 252 423 Stock compensation expense... -- -- 3,284 937 13,181 ---------- --------- --------- --------- --------- Operating income (loss)................... 2,119 2,412 1,196 2,312 (10,448) ---------- --------- --------- --------- --------- Other (expense) income: Foreign currency (loss) gain....................... (96) 21 (48) 61 (456) Common stock warrant interest expense........... (117) (1,379) (29,694) (7,403) (70,920) Interest expense, net...... (223) (210) (657) (468) (655) Amortization of deferred financing costs............ -- -- (63) (44) (56) Other...................... 106 10 (17) (15) 28 ---------- --------- --------- --------- --------- Other expense, net....... (330) (1,558) (30,479) (7,869) (72,059) ---------- --------- --------- --------- --------- (Loss) income before income taxes............. 1,789 854 (29,283) (5,557) (82,507) Income taxes................. 682 783 137 649 1,354 ---------- --------- --------- --------- --------- Net (loss) income........ $ 1,107 $ 71 $ (29,420) $ (6,206) $ (83,861) Preferred stock dividends.... (122) (122) (157) (115) (123) ---------- --------- --------- --------- --------- Net (loss) income available to common shareholders........... $ 985 $ (51) $ (29,577) $ (6,321) $ (83,984) ========== ========= ========= ========= ========= (Loss) income per share: Basic...................... $ 0.13 $ (0.01) $ (5.28) $ (1.13) $ (13.11) ========== ========= ========= ========= ========= Diluted.................... $ 0.06 $ (0.01) $ (5.28) $ (1.13) $ (13.11) ========== ========= ========= ========= ========= Weighted average common share Basic...................... 7,406,486 5,598,626 5,598,626 5,598,626 6,407,682 ========== ========= ========= ========= ========= Diluted.................... 17,500,194 5,598,626 5,598,626 5,598,626 6,407,682 ========== ========= ========= ========= ========= AS OF DECEMBER 31, ------------------------------------------------------- AS OF 1995 1996 1997 1998 1999 SEPTEMBER 30, 2000 ----------- -------- -------- -------- -------- ------------------ (UNAUDITED) (IN THOUSANDS) BALANCE SHEET DATA: Cash and cash equivalents.......................... $ 1,043 $1,088 $ 707 $ 957 $ 2,396 $ 2,149 Working capital.................................... (4,910) 1,677 1,698 2,205 3,783 1,025 Total assets....................................... 11,204 6,397 6,161 7,220 20,610 23,236 Long-term obligations, net of current portion...... 498 1,112 829 638 5,073 5,730 Preferred stock.................................... -- 1,504 1,621 1,500 2,500 2,500 Common stock warrants.............................. -- -- -- 1,500 31,194 102,115 Stockholders' equity (deficit)..................... 1,203 516 737 678 (25,711) (97,018) 19

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 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. 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 $469,000 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 $3.1 million in cash. We have also entered into a non-binding letter of intent to acquire substantially all the assets and certain liabilities of a company that produces tools for toxicity testing. The non-binding letter of intent provides for an initial cash payment of $200,000, a second cash payment of $100,000 approximately one month following the initial cash payment and additional contingent payments and royalty payments based on future sales of the acquired products. This non-binding letter of intent will expire on 20

December 15, 2000. We are working to complete this acquisition by that date although we cannot be certain that this acquisition will be completed by that date or at all. REVENUES. We generate revenues by selling instruments, devices and consumables through our catalog, our distributors and our website. We distribute our catalog initially in a series of bulk mailings, first to our existing customers, followed by mailings to targeted markets of potential customers. Distribution is then made singly to potential and existing customers through direct mail, trade shows and telephone inquiries over the life of the catalog. From time to time, we provide catalog supplements that promote selected areas of our catalog or new products to targeted subsets of our customer base. Future distributions of our catalog will be determined primarily by the incidence of new product introductions, which cannot be predicted. Our customers are end user research scientists at pharmaceutical and biotechnology companies, universities and government laboratories. Revenue from catalog sales in any period is a function of time elapsed since the last mailing of the catalog, the number of catalogs mailed and the number of new items included in the catalog. Catalog sales tend to increase immediately following a mailing and level off or decline slightly from the increased level until the next mailing, which repeats the cycle. For the nine months ended September 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. Approximately one-half of our revenues are derived through catalog sales and through reference to our website, which is an electronic version of our catalog. We do not currently have the capability to accept purchase orders through our website. For the nine months ended September 30, 2000, approximately 69% of our revenues were derived from sales made by our non-U.S. operations. A 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 nine months ended September 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. We sell products that we manufacture and products that we purchase from third parties. The products that we purchase from third parties have lower margins because the profit is effectively shared with the original manufacturer. For the nine months ended September 30, 2000, our manufactured products had lower cost of goods sold. We anticipate that our manufactured products will continue to have a lower cost of goods sold for the forseeable future. 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 marketing specialists in an effort to increase sales of selected categories of products in our catalog. 21

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. STOCK COMPENSATION EXPENSE. Stock compensation resulting from stock option grants to our employees represents the difference between the fair market value and the exercise price of the stock options on the date the stock options were granted for those options that are considered fixed awards. Stock compensation expense is also recorded for stock option grants that were considered variable awards as the number of shares to be acquired by employees was indeterminable at the date of grant. Deferred compensation on fixed awards is amortized as a charge to operations over the vesting period of the options. Based on grants in 2000, we incurred deferred compensation of $9.9 million and recognized deferred compensation expense of $3.3 million for the nine months ended September 30, 2000. 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. NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1999 REVENUES. Revenues increased $3.6 million, or 20%, to $22.1 million in 2000 from $18.5 million in 1999. Excluding the impact of changes in foreign currency exchange rates, revenues based on 1999 rates would have been approximately $22.8 million in 2000. Approximately $1.1 million of the $3.6 million increase, or 31%, was attributable to the full period effect of revenues from the acquisition of our Biochrom subsidiary in March 1999 net of exchange rate effects of $508,000. The balance of the increase was attributable to $2.5 million of revenue from product line acquisitions made in the second half of 1999 partially offset by the cyclical nature of catalog sales of traditional products. During the year preceding the mailing of a new catalog in April 2000, traditional products were not promoted because we were concentrating on the acquisition of new products or businesses as well as the development of the new catalog to include these newly acquired products. COST OF GOODS SOLD. Cost of goods sold increased $2.1 million, or 23%, to $11.5 million in 2000 from $9.4 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 increased $807,000, or 28%, to $3.7 million in 2000 from $2.9 million in 1999 due primarily to the full period effect of Biochrom as well as increased support for operations. 22

SALES AND MARKETING EXPENSE. Sales and marketing expense increased $517,000, or 28%, to $2.4 million in 2000 from $1.8 million in 1999. The increase was primarily due to expenses of acquisitions as well as the addition of marketing personnel and additional catalog costs. As a percentage of revenues, marketing and sales expense was 11% in 2000 and 10% in 1999. This increasing percentage reflects the addition of marketing personnel to promote newly acquired technology. 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 $367,000, or 44%, to $1.2 million in 2000 from $841,000 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 5% in 1999. This increasing percentage reflects expanded efforts on ADMET testing products. STOCK COMPENSATION EXPENSE. We recorded $13.3 million of stock compensation expense in the nine months ended September 30, 2000. In connection with the grant of stock options to employees in 2000, we recorded deferred compensation of approximately $3.3 million and will recognize approximately $6.6 million of additional expense over the remaining vesting life of the options. In addition, in the third quarter of 2000, we also recorded $10.0 million of stock compensation expense in connection with options granted in 1996 and 1999. In 1999, we recorded $937,000 of stock compensation expense related to these 1996 and 1999 option grants. AMORTIZATION OF GOODWILL. Amortization of goodwill was $423,000 in 2000 and $252,000 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 $72.1 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 $70.9 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 $186,000, or 40%, to $655,000 in 2000 from $468,000 in 1999. The increase resulted primarily from higher debt balances in 2000, which were incurred to finance acquisitions. INCOME TAXES. The Company's effective income tax rates were 39% for 2000 and 33% for 1999 notwithstanding the impacts for common stock warrant interest expense and stock compensation expense in excess of allowable tax benefits on exercise of options, which are not deductible for income tax purposes. The increase in the rate is principally due to certain blended higher foreign statutory jurisdiction income tax rates. The effective income tax rates may change compared to the remainder of each respective calendar year if operating results differ significantly from the interim results. 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 based on 1998 rates would have been approximately $26.3 million in 1999. Revenues from our existing 23

business increased $1.8 million, or 15%, to $14.0 million in 1999 from $12.2 million in 1998. The increase was attributable to full year revenues of $570,000 from the products acquired from Medical Systems in June 1998, increased sales resulting from our expanded direct marketing efforts on traditional products of $884,000, which included hiring additional marketing staff, producing a CD-ROM of our catalog, and creating and installing an electronic version of our catalog on our website, with the balance due 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 percentage 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, which receives a discount to the list price that is calculated to cover the distributor's costs and profits. 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. INCOME TAXES. The Company's effective income tax rates were 33% for 1999 and 35% for 1998 notwithstanding the impact for common stock warrant interest expense which is not deductible for 24

income tax purposes. The decrease in the rate is principally due to certain lower foreign statutory jurisdiction income tax rates, specifically the result of the acquisition of a United Kingdom subsidiary. 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, primarily due to the issuance of two catalog supplements in 1998 compared to one supplement issued in 1997. 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. INCOME TAXES. The Company's effective income tax rates were 35% for 1998 and 36% for 1997 notwithstanding the impact for common stock warrant interest expense which is not deductible for income tax purposes. The change in the tax rate is principally due to certain tax rates in foreign jurisdictions. 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 investing activities, including funding of acquisitions, payments on outstanding indebtedness, research and development expenditures, and capital expenditures. As of September 30, 2000, we had cash of $2.1 million. Since our reorganization in March 1996, we have raised $14.2 million, consisting of $2.5 million of preferred and common stock and $11.7 million of debt. As of September 30, 2000, we had $6.8 million in debt under a bank term loan, $478,000 in subordinated debt and $3.1 million outstanding under a $3.8 million revolving credit facility. 25

Our operating activities generated cash of $2.0 million in the first nine months of 2000, $2.9 million in fiscal 1999, $1.8 million in fiscal 1998 and $1.1 million in fiscal 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. Working capital requirements were affected by acquisitions, which increased accounts receivable and inventory carrying amounts partially offset by increased amounts in accounts payable and accrued expenses. Our investing activities used cash of $4.7 million in the first nine months of 2000, $8.5 million in fiscal 1999, $1.4 million in fiscal 1998 and $653,000 in fiscal 1997. Cash has been used in the following technology and business acquisitions: - $469,000 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, - $1.0 million for Medical Systems Corporation's cell injection systems business in June 1998, and - $3.1 million for substantially all the assets of AmiKa Corporation in July 2000. Our financing activities provided cash of $2.5 million for the first nine months of 2000 and $7.0 million in fiscal 1999, and used cash of $105,000 in fiscal 1998 and $874,000 in fiscal 1997. Financing cash flows consisted of borrowings under a revolving credit facility, long-term debt and the issuance of preferred stock. As of September 30, 2000, we had approximately $600,000 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 not in compliance with the net income covenants as of September 30, 2000 due to non-cash stock compensation and imputed interest on warrants. Our credit facility was amended to exclude the accounting treatment for stock option compensation and warrant interest expense. 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, although we have no current plans in this regard. 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. 26

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 nine months 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 $456,000 in the first nine months of 2000. Historically, 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. BACKLOG Our order backlog was approximately $2.7 million as of September 30, 2000 and $2.1 million as of September 30, 1999. We include in backlog only those orders for which we have received valid purchase orders. Purchase orders may be cancelled at any time prior to shipment. 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 September 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. 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 September 30, 2000, we had aggregate variable rate long-term debt of $6.8 million and revolving credit facility debt of $3.2 million. A 10% change in interest rates would change the annual interest expense on our long-term debt by approximately $68,000 and on our revolving credit facility by approximately $32,000. 27

BUSINESS OVERVIEW We are a 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 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 28

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 29

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. 30

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, survives 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 is then placed in a large volume of pure water and stirred for a period of time, which may be minutes or hours. 31

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 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 32

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. For example, 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, for instance, 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 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. 33

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 APBiotech, providing us with access to APBiotech'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. 34

OUR PRODUCTS Our broad array of products includes the following: REPRESENTATIVE PRODUCT NUMBER OF YEAR OF INTRODUCTION FOR PRODUCT CATEGORY AREAS DESCRIPTION PRODUCTS PRODUCT CATEGORY - ---------------- ------------------------ ------------------------ --------- ------------------------- 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 plastic 45 1996 and prior chambers - reusable - disposable - plates with 96 wells ----------------------------------------------------------------------------------------- Equilibrium Dialyzers Membrane separating two 9 1996-1999 plastic chambers - disposable - plates with 96 wells - ----------------------------------------------------------------------------------------------------------------- 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) ----------------------------------------------------------------------------------------- Multi-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) - ----------------------------------------------------------------------------------------------------------------- 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 customers to rapidly purify proteins by avoiding the time-consuming usage of a centrifuge required when using spin columns. In addition, it is easy to use because the protein solution is handled entirely within the pipette tip and does not have to 35

be moved through a separate 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. These products are manufactured by our Biochrom subsidiary and sold primarily through Amersham Pharmacia Biotech. MULTI-WELL PLATE READERS Multi-well plate readers are widely used for high throughput screening assays in the drug discovery process. The most common format is 96 wells. They use light to detect chemical interactions. We plan to introduce a range of these products beginning with absorbance readers in the fourth quarter of 2000 36

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. A healthy lens focuses light to a point, but when a toxic compound is added to 37

the lens environment, the lens reacts by defocusing. The extent of defocusing is measured and analyzed by the instrument. 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, - 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. These relationships are conducted through purchase orders and are not contractual. 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. 38

DISTRIBUTED PRODUCTS In addition to the manufactured products described above, we buy and resell through our catalog products made by other manufacturers. We have negotiated supply agreements with the majority of the companies that provide our distributed products. These supply agreements specify pricing only and contain no minimum purchase commitments. None of these agreements represents more than two percent of our revenues. Distributed products accounted for approximately 18% of our revenues for the nine months ended September 30, 2000. These distributed products enable us to provide our customers with a single source for their experimental needs. These complementary products consist of a large variety of devices, instruments and consumable items used in experiments involving animals and biological tissue in the fields of proteomics, physiology, pharmacology, neuroscience, cell biology, molecular biology and toxicology. 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 39% of our revenue for the nine months ended September 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 ordered from our catalog through our worldwide subsidiaries. Our manufactured products accounted for approximately 82% of our revenues for the nine months ended September 30, 2000. The complete catalog is also available as a CD-ROM and can be accessed on our website, www.harvardbioscience.com. Our significant 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, or APBiotech, 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 APBiotech. Under the terms of this agreement, APBiotech serves as the exclusive distributor, marketer and seller of a majority of the products of our Biochrom subsidiary. During the term of this agreement, APBiotech has agreed to purchase a minimum number of our products for an 39

annual amount of $12.5 million, subject to adjustment for price increases and product sales volume. We have certain affirmative duties under the agreement to assist APBiotech in the sale of our products. For example, we have agreed to cooperate with APBiotech in its sales and marketing program and to provide sales, demonstration and support training for APBiotech. This agreement may be terminated early under specified circumstances. For example, if we breach the exclusivity, pricing or shipping provisions of the agreement and fail to remedy the breach within 30 days of receiving written notice of the breach from APBiotech, then the agreement may be terminated. In addition, we may terminate the agreement under specified circumstances. For example, failure by APBiotech to place certain information in escrow, to pay for products or to purchase a minimum number of products each year enables us to terminate the agreement unless APBiotech remedies the breach within 30 days of receiving written notice of the breach from us. This agreement may be terminated by either party upon 18 months' prior written notice. This agreement does not have a finite term, but remains in effect until terminated by either us or APBiotech. 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. 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. 40

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 are not aware of any significant products sold by us which are currently obsolete. 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. 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. We also 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. In addition to these licenses, our principal technologies are covered by issued patents for our dialyzers and our Ultra Micro spin columns and by pending applications for our PrepTip pipette tips. Furthermore, international patent applications are pending in connection with one of our U.S. patent applications and one of our licensed patents. 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 41

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 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 October 15, 2000, we had 127 full-time employees and 6 part-time employees, 38 of whom resided in the United States, 77 of whom resided in the United Kingdom, 11 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 42

- 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 On November 7, 2000, we received correspondence from counsel to Harvard University claiming that our use of the term "Harvard Bioscience" and other terms containing or consisting of the term "Harvard" constitutes trademark infringement, false designation of origin, unfair competition and cybersquatting. Counsel to Harvard University has also threatened us with legal action if we do not cease and permanently refrain from using these terms. We do not currently intend to take such steps, and we believe it is likely that Harvard University will pursue this matter against us. We believe that these claims are without merit, and we will vigorously seek to protect our rights regarding such claims. While we are still investigating the matter, we do not believe that the matter will have a material adverse effect on our business, financial position or results of operations. From time to time, we may be involved in various other claims and legal proceedings arising in the ordinary course of business. We are not currently a party to any other 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. 43

MANAGEMENT EXECUTIVE OFFICERS AND DIRECTORS The following table shows information about our executive officers and directors as of October 15, 2000. NAME AGE POSITION - ---- -------- ---------------------------------------------- Chane Graziano.................................. 62 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...................................... 56 Managing Director, Biochrom Ltd Susan Luscinski................................. 44 Vice President of Finance and Administration Christopher W. Dick............................. 46 Director Robert Dishman.................................. 56 Director John F. Kennedy................................. 51 Director Richard C. Klaffky, Jr.......................... 54 Director Earl R. Lewis................................... 56 Director Messrs. Dick and Klaffky are members of our compensation committee. Messrs. Kennedy, Klaffky and Lewis are members of our audit committee. 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. 44

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 as a Managing Director of, Unicam Ltd., a manufacturer of analytical instruments, 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. ROBERT DISHMAN has served as a director of Harvard Bioscience since October 2000. Since 1994, Mr. Dishman has served in various positions with, and most recently as an Executive Vice President and Director of Dyax Corp. (formerly Biotage, Inc.), a commercial physical and biological research company. Mr. Dishman holds a Ph.D. in Analytical Chemistry from the University of Massachusetts-Amherst. JOHN F. KENNEDY has served as a director of Harvard Bioscience since October 2000. Mr. Kennedy has served as the Senior Vice President, Finance, Chief Financial Officer and Treasurer of RSA Security Inc., an e-business security company, since August 1999. Prior to joining RSA Security, Mr. Kennedy was Chief Financial Officer of decalog, NV, a developer of enterprise investment management software, from 1998 to 1999. From 1993 to 1998, Mr. Kennedy served as Vice President of Finance, Chief Financial Officer and Treasurer of Natural MicroSystems Corporation, a telecommunications company. Mr. Kennedy holds a M.S.B.A. in Accounting from the University of Massachusetts-Amherst. 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. EARL R. LEWIS has served as a director of Harvard Bioscience since October 2000. Mr. Lewis has served in various capacities with Thermo Instrument Systems (now merged into Thermo Electron Corporation) since 1986 and was subsequently named President in 1997 and Chief Executive Officer in 1998. ThermoElectron Corporation develops, manufactures and markets measuring and controlling devices. Mr. Lewis is Chairman of Thermo BioAnalysis Corporation, Thermo Vision Corporation, Thermo Optek Corporation, ThermoQuest Corporation, each of which is a developer of laboratory analytical instruments, and ONIX Systems, Inc., a developer of measuring and controlling devices. Mr. Lewis is a director of SpectRx, Inc., an electromedical and electrotherapeutic company, Metrika Systems Corporation, a developer of industrial instruments for measurement, display and control, and ThermoSpectra Corporation, a developer of instruments for measuring and testing of electricity and electric signals. 45

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 Messrs. Dick, Dishman and Klaffky as Class I directors, whose term of office will continue until the 2001 annual meeting of stockholders, Messrs. Green and Kennedy as Class II directors, whose term of office will continue until the 2002 annual meeting of stockholders, and Messrs. Graziano and Lewis as 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. Our audit committee will consist of three independent directors. 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. 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, other than Messrs. Dick and Klaffky, will receive a one-time option grant of 10,000 shares vesting annually over three years upon joining the board and an annual option grant of 2,500 shares vesting annually over three years on the date of each annual meeting of stockholders following the closing of this offering. The exercise price for each of these option grants will be equal to the fair market value of the underlying shares of our common stock on the date of grant. 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. 46

SUMMARY COMPENSATION TABLE LONG-TERM ANNUAL COMPENSATION COMPENSATION ------------------- ------------- NUMBER OF SECURITIES UNDERLYING ALL OPTIONS OTHER NAME AND POSITION SALARY BONUS GRANTED COMPENSATION - ----------------- -------- -------- ------------- ------------ Chane Graziano ................................ $219,000 $232,000 458,257 $19,592(1) Chief Executive Officer David Green ................................... 175,000 186,000 458,257 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 - ------------------------------ (1) Includes $7,357 in automobile lease payments, $7,520 in contributions by us to Mr. Graziano's 401(k) account and $4,715 representing life insurance purchased for Mr. Graziano's benefit. (2) Includes $7,687 in automobile lease payments, $7,165 in contributions by us to Mr. Green's 401(k) account and $655 representing life insurance purchased for Mr. Green's benefit. (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 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% - ---- -------- ---------- ---------------- --------- ---------- --------- --------- Chane Graziano.............. 3/2/1999 458,257 50% $1.0461 3/2/2009 $301,480 $764,009 David Green................. 3/2/1999 458,257 50% 1.0461 3/2/2009 301,480 764,009 - -------------------------- (1) The options, as amended in September 2000, 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 $2.09, or if our fair market value at any time prior to December 31, 2000 results in a per share valuation, on a fully-diluted basis, of not less than $2.09 per share. The exercise price of the options is equal to the fair market value of our common stock on the date of grant. (2) Based on an aggregate of 916,514 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. 47

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 $12.00 per share: POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL RATES OF STOCK PRICE NUMBER OF APPRECIATION SECURITIES FOR OPTION TERM UNDERLYING ------------------------ OPTIONS GRANTED 5% 10% --------------- ---------- ----------- Chane Graziano........................................ 458,257 $8,478,047 $13,783,827 David Green........................................... 458,257 $8,478,047 $13,783,827 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 $3.67, 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 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 - ---- ----------- ------------- ----------- ------------- Chane Graziano................................ 783,808 570,229 $2,872,746 $1,610,825 David Green................................... 783,808 570,229 2,872,746 1,610,825 Mark A. Norige................................ 55,976 55,996 204,366 204,438 Susan M. Luscinski............................ 83,965 28,007 307,742 102,653 BENEFIT PLANS 2000 STOCK OPTION AND INCENTIVE PLAN. Our board of directors has adopted 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 November 2000. The 2000 Stock Option and Incentive Plan allows for the issuance of up to 3,750,000 shares of common stock plus an additional amount equal to 15% 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, - grant non-qualified stock options, - grant stock appreciation rights, - issue or sell common stock with vesting or other restrictions, or without restrictions, 48

- 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 was adopted by our board of directors in October 2000 subject to stockholder approval. The Employee Stock Purchase Plan will be submitted to stockholders in November 2000. Up to 500,000 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. 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. 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 49

$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 4,072,480 shares of our common stock. As of October 15, 2000, options to purchase 599,096 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. Messrs. Graziano and Green's agreement automatically extends for two additional years on the second anniversary date and Mr. Warren's 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. Under their respective employment agreements, the annual salary for Mr. Graziano is $275,000, the annual salary for Mr. Green is $225,000 and the annual salary for Mr. Warren is $185,000. 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 years' 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 twenty-four 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 years' 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. 50

RELATIONSHIPS AND RELATED PARTY TRANSACTIONS STOCK REDEMPTIONS AND LOAN REPAYMENTS WITH STOCKHOLDERS In March 1996, our business was acquired by a group that was led by our current management team of Chane Graziano, our Chief Executive Officer, and David Green, our President, and that also included Paul Grindle, a former member of our board of directors, Ascent Venture Partners, L.P. (formerly known as Pioneer Venture Limited Partnership), Ascent Venture Partners II, L.P. (formerly known as Pioneer Venture Limited Partnership II) and First New England Capital, L.P. In connection with this acquisition, 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 Mr. 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 on the same terms as the underlying lease with the third-party landlord, provided transition support services and assumed Harvard Clinical's obligations to pay $10,000 in professional fees in exchange for 1,529,180 shares of our common stock held by a principal stockholder of Harvard Clinical at an agreed upon value of $0.11 per share. The assets purchased by Harvard Clinical had an aggregate purchase price of approximately $93,000, which reflected their estimated fair market value as determined by Mr. Graziano, our Chief Executive Officer, and the value at which they were recorded on our balance sheet. We originally purchased these assets as part of the March 1996 acquisition of our business. We believe that each of these transactions was consummated on terms at least as favorable to us as could have been obtained from unaffiliated parties. Diane Green, who is an officer, director and stockholder of Harvard Clinical, is the spouse of Mr. Green, our President and a member of our board of directors. LOANS TO OFFICERS IN CONNECTION WITH OPTION EXERCISES In October 2000, Mr. Graziano, our Chief Executive Officer, and Mr. Green, our President, each exercised options to purchase 740,228 shares of our common stock. Each of these officers paid substantially all of the exercise price for these shares by issuing promissory notes to the Company. The aggregate loans to Mr. Graziano are $789,000 and to Mr. Green are $789,000 pursuant to these promissory notes. Each of these promissory notes is due in October 2003 and bears interest at an annual rate of 10%. These promissory notes are secured by a pledge of all of the shares for which the exercise price was paid with the respective promissory notes as well as additional shares held by each of these officers. 51

PRINCIPAL AND SELLING STOCKHOLDERS The following table sets forth information regarding the beneficial ownership of Harvard Bioscience common stock as of October 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 October 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. BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP PRIOR TO OFFERING(1) AFTER OFFERING(1) ---------------------- SHARES TO ---------------------- NAME OF BENEFICIAL OWNER SHARES PERCENT BE SOLD SHARES PERCENT - ------------------------ ---------- --------- --------- ---------- --------- Christopher W. Dick(2) .............................. 6,465,037 34.9% -- 6,465,037 26.1% 255 State Street Boston, MA 02109 Chane Graziano(3) ................................... 5,089,929 27.5% -- 5,089,929 20.5% Ascent Venture Partners II, L.P.(4) ................. 3,927,651 21.2% -- 3,927,651 15.8% 255 State Street Boston, MA 02109 David Green ......................................... 3,479,386 18.8% 172,450 3,306,936 13.3% Ascent Venture Partners, L.P.(5) .................... 2,537,386 13.7% -- 2,537,386 10.2% 255 State Street Boston, MA 02109 First New England Capital, L.P.(6) .................. 1,963,825 10.6% -- 1,963,825 7.9% 100 Pearl Street Hartford, CT 06103 Richard C. Klaffky(7) ............................... 1,963,825 10.6% -- 1,963,825 7.9% 100 Pearl Street Hartford, CT 06103 NEGF, II, L.P.(8) ................................... 955,935 5.2% -- 955,935 3.9% One Boston Place Suite 2100 Boston, MA 02108 Susan M. Luscinski .................................. 111,972 * -- 111,972 * Mark A. Norige ...................................... 83,964 * -- 83,964 * Robert Dishman ...................................... -- * -- -- * John F. Kennedy ..................................... -- * -- -- * Earl R. Lewis ....................................... -- * -- -- * All executive officers and directors, as a group (9 persons) ....................................... 17,194,113 92.8% 172,450 17,021,663 68.7% - -------------------------- * Represents less than 1% of the outstanding shares of common stock. 52

(1) All percentages assume the underwriters do not elect to exercise the over-allotment option to purchase an additional 937,500 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 (5) 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 1,291,004 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) 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. (6) 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. (7) Consists solely of the shares described in note (6) 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. (8) 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. Individually, no stockholder, director or officer of NEGF Ventures, Inc. is deemed to have or share such voting or investment power. 53

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. Prior to this offering, our common stock was held by seven stockholders of record. 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 October 15, 2000, we had outstanding warrants to purchase 8,509,905 shares of common stock at an exercise price of $0.0005 per share. The warrants will expire on March 15, 2003. These warrants will be exercised in connection with this offering. REGISTRATION RIGHTS Following this offering, the holders of 17,208,101 shares of our common stock will have 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 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 54

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 an 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. 55

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; 56

- 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 Registrar and Transfer Company. 57

SHARES ELIGIBLE FOR FUTURE SALE Upon consummation of the offering, we will have outstanding 24,782,422 shares of common stock or 25,719,922 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 (6,422,450 shares, or 7,359,950 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 74% of the then outstanding shares of common stock (71% 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 18,359,972 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 247,824 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, no holders of shares of our common stock will be eligible to freely sell shares under Rule 144(k). 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 58

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 17,208,101 shares of our common stock will have rights which require us to register their shares for sale. See "Description of Capital Stock--Registration Rights." OPTIONS As of October 15, 2000, options to purchase 599,096 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. 59

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, Dain Rauscher Incorporated 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: NUMBER OF UNDERWRITERS SHARES - ------------ ---------- Thomas Weisel Partners LLC.................................. Dain Rauscher Incorporated.................................. ING Barings LLC............................................. ---------- Total................................................... 6,422,450 ========== Of the 6,422,450 shares to be purchased by the underwriters, 6,250,000 shares will be purchased from us and 172,450 shares will be purchased from our president as a 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 937,500 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, 60

- 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 - 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: TOTAL ------------------------------- WITHOUT WITH PER SHARE OVER-ALLOTMENT OVER-ALLOTMENT --------- -------------- -------------- Public offering price................................... $ $ $ Underwriting discount................................... Proceeds, before expenses, to us........................ Proceeds, before expenses, to our president as a selling stockholder........................................... 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 300,000 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. 61

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. 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 148 completed transactions and has acted as a syndicate member in an additional 129 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. 62

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 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, 1999 and September 30, 2000, and for each of the years ended December 31, 1997, 1998 and 1999, and for the nine months ended September 30, 2000, 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 Pharmacia & Upjohn (Cambridge) Limited 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 63

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. 64

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS HARVARD APPARATUS, INC. AND SUBSIDIARIES Independent Auditors' Report................................ F-2 Consolidated Balance Sheets at December 31, 1998 and 1999 and September 30, 2000.................................... F-3 Consolidated Statements of Operations for the years ended December 31, 1997, 1998 and 1999 and the nine months ended September 30, 1999 (unaudited) and 2000................... F-5 Consolidated Statements of Stockholders' Equity (Deficit) and Comprehensive Income (Loss) for the years ended December 31, 1997, 1998 and 1999 and the nine months ended September 30, 2000........................................ F-6 Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1998 and 1999 and the nine months ended September 30, 1999 (unaudited) and 2000................... F-7 Notes to Consolidated Financial Statements.................. F-8 PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED Directors' Report........................................... F-28 Statement of Directors' Responsibilities.................... F-30 Report of the Auditors...................................... F-31 Profit and Loss Account for the years ended December 31, 1997 and 1998............................................. F-32 Balance Sheet for the years ended December 31, 1997 and 1998...................................................... F-33 Cash Flow Statement for the years ended December 31, 1997 and 1998.................................................. F-34 Notes to the Accounts....................................... F-35 F-1

When the stock split referred to in note 20 of the notes to the consolidated financial statements has been consummated, we will be in a position to render the following report: 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 September 30, 2000, December 31, 1999 and 1998, and the related consolidated statements of operations, stockholders' equity (deficit) and comprehensive income (loss), and cash flows for the nine months ended September 30, 2000 and 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 September 30, 2000, December 31, 1999 and 1998, and the results of their operations and their cash flows for the nine months ended September 30, 2000 and for each of the years in the three-year period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States of America. KPMG LLP October 19, 2000, except as to note 20 which is as of October 25, 2000 Boston, Massachusetts F-2

HARVARD APPARATUS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, DECEMBER 31, SEPTEMBER 30, 1998 1999 2000 ------------- ------------- -------------- ASSETS (NOTES 6 AND 7) Current assets: Cash and cash equivalents............................ $ 956,771 $ 2,396,053 $ 2,148,880 Trade accounts receivable, net of reserve for uncollectible accounts of $61,004 and $87,642 at December 31, 1998 and 1999, respectively, and $88,648 at September 30, 2000...................... 1,659,766 4,191,850 3,878,152 Other receivables and other assets................... 49,716 201,946 223,090 Inventories (note 4)................................. 1,656,318 2,849,670 3,679,735 Catalog costs........................................ 450,087 66,829 394,558 Prepaid expenses..................................... 202,916 593,348 265,340 Deferred tax asset (note 13)......................... 96,736 987,853 344,714 ---------- ----------- ----------- Total current assets............................. 5,072,310 11,287,549 10,934,469 ---------- ----------- ----------- Property, plant and equipment, net (notes 5 and 10).... 969,905 1,559,922 1,513,098 ---------- ----------- ----------- Other assets: Catalog costs, less current portion.................. 163,497 165,419 193,712 Deferred tax asset (note 13)......................... 28,182 432,797 344,304 Deferred initial public offering costs............... -- -- 596,365 Goodwill, net of accumulated amortization of $27,661, $395,896 and $902,891 at December 31, 1998 and 1999 and September 30, 2000, respectively (note 3)...... 925,973 6,583,354 9,148,744 Other assets (notes 3 and 12)........................ 60,626 580,829 505,387 ---------- ----------- ----------- Total other assets............................... $1,178,278 $ 7,762,399 $10,788,512 ---------- ----------- ----------- $7,220,493 $20,609,870 $23,236,079 ========== =========== =========== See accompanying notes to consolidated financial statements. F-3

HARVARD APPARATUS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, DECEMBER 31, SEPTEMBER 30, 1998 1999 2000 ------------- ------------- -------------- Current liabilities: Short-term debt (note 6)........................... $1,050,000 $ 2,200,000 $ 3,150,000 Current installments of long-term debt (note 7).... 190,389 794,173 1,556,618 Trade accounts payable............................. 751,338 1,880,246 2,107,838 Accrued income taxes payable (note 13)............. 162,726 957,834 638,862 Accrued expenses (note 17)......................... 586,289 1,399,523 2,266,547 Other liabilities.................................. 101,271 272,731 183,478 Current deferred income tax liability.............. 24,524 -- 6,011 ---------- ------------ ------------- Total current liabilities...................... 2,866,537 7,504,507 9,909,354 ---------- ------------ ------------- Long-term debt, less current installments (note 7)... 638,466 5,072,941 5,730,313 Deferred income tax liability (note 13).............. 37,601 48,649 -- ---------- ------------ ------------- Total long-term liabilities.................... 676,067 5,121,590 5,730,313 ---------- ------------ ------------- Commitments and contingencies (notes 8, 9, 10, 11, and 18) Preferred stock, 600,000 shares authorized (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 31,194,371 102,114,613 ---------- ------------ ------------- Total redeemable preferred stock and common stock warrants............................... 3,000,352 33,694,371 104,614,613 ---------- ------------ ------------- Stockholders' equity (deficit) (notes 9 and 14): Common stock, par value $.01 per share, 80,000,000 shares authorized; 10,259,410 shares issued and outstanding at December 31, 1998 and 1999, 13,727,365 shares issued and outstanding at September 30, 2000............................... 102,604 102,604 137,274 Accumulated other comprehensive loss............... (34,720) (54,690) (713,265) Additional paid-in capital--stock options.......... -- 3,283,164 3,292,593 Additional paid-in capital--common stock........... -- -- 14,838,792 Retained earnings (accumulated deficit)............ 1,277,398 (28,373,931) (112,357,900) Notes receiveable.................................. -- -- (1,547,950) Treasury stock, 4,660,784 common shares, at cost... (667,745) (667,745) (667,745) ---------- ------------ ------------- Total stockholders' equity (deficit)........... 677,537 (25,710,598) (97,018,201) ---------- ------------ ------------- $7,220,493 $ 20,609,870 $ 23,236,079 ========== ============ ============= See accompanying notes to financial statements. F-4

HARVARD APPARATUS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS NINE MONTHS ENDED YEARS ENDED DECEMBER 31, SEPTEMBER 30, ---------------------------------------- -------------------------- 1997 1998 1999 1999 2000 ----------- ----------- ------------ ----------- ------------ (UNAUDITED) Revenues (notes 15 and 19).......... $11,464,157 $12,154,025 $ 26,177,814 $18,469,913 $ 22,069,026 Cost of goods sold.................. 5,127,709 5,351,271 13,546,933 9,359,160 11,461,610 Stock compensation expense (note 14)............................... -- -- -- -- 151,200 ----------- ----------- ------------ ----------- ------------ Gross profit.................... 6,336,448 6,802,754 12,630,881 9,110,753 10,456,216 General and administrative expense........................... 2,338,423 2,317,021 4,146,564 2,926,818 3,733,613 Sales and marketing expense......... 1,672,388 1,721,606 2,448,505 1,841,771 2,358,965 Research and development............ 206,497 324,792 1,187,584 840,767 1,207,522 Stock compensation expense (note 14)............................... -- -- 3,283,164 937,138 13,180,743 Amortization of goodwill (note 3).......................... -- 27,661 368,235 251,843 423,126 ----------- ----------- ------------ ----------- ------------ Operating (loss) income......... 2,119,140 2,411,674 1,196,829 2,312,416 (10,447,753) ----------- ----------- ------------ ----------- ------------ Other (expense) income: Foreign currency (loss) gain...... (96,549) 21,418 (47,982) 60,967 (456,393) Common stock warrant interest expense (note 9)................ (116,574) (1,379,460) (29,694,019) (7,402,457) (70,920,242) Interest expense.................. (238,669) (221,932) (679,122) (484,330) (689,066) Interest income................... 16,176 12,567 22,767 16,159 34,536 Amortization of deferred financing costs........................... -- -- (63,442) (44,437) (56,102) Other............................. 106,013 10,067 (17,468) (14,813) 27,830 ----------- ----------- ------------ ----------- ------------ Other expense, net.............. (329,603) (1,557,340) (30,479,266) (7,868,911) (72,059,437) ----------- ----------- ------------ ----------- ------------ (Loss) income before income taxes......................... 1,789,537 854,334 (29,282,437) (5,556,495) (82,507,190) Income taxes (note 13).............. 682,329 783,192 137,480 649,392 1,354,351 ----------- ----------- ------------ ----------- ------------ Net (loss) income............... 1,107,208 71,142 (29,419,917) (6,205,887) (83,861,541) Preferred stock dividends........... (121,668) (121,666) (156,586) (115,444) (122,428) ----------- ----------- ------------ ----------- ------------ Net (loss) income available to common shareholders............... $ 985,540 $ (50,524) $(29,576,503) $(6,321,331) $(83,983,969) =========== =========== ============ =========== ============ (Loss) income per share (note 16): Basic............................. $ 0.13 $ (0.01) $ (5.28) $ (1.13) $ (13.11) =========== =========== ============ =========== ============ Diluted........................... $ 0.06 $ (0.01) $ (5.28) $ (1.13) $ (13.11) =========== =========== ============ =========== ============ Weighted average common shares: Basic............................. 7,406,486 5,598,626 5,598,626 5,598,626 6,407,682 =========== =========== ============ =========== ============ Diluted........................... 17,500,194 5,598,626 5,598,626 5,598,626 6,407,682 =========== =========== ============ =========== ============ See accompanying notes to consolidated financial statements. F-5

HARVARD APPARATUS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) AND COMPREHENSIVE INCOME (LOSS) ADDITIONAL ADDITIONAL ACCUMULATED PAID-IN PAID-IN RETAINED OTHER CAPITAL-- CAPITAL-- EARNINGS COMMON COMPREHENSIVE STOCK COMMON (ACCUMULATED NOTES STOCK LOSS OPTIONS STOCK DEFICIT) RECEIVABLE -------- ------------- ------------ ----------- ------------- ----------- Balance at December 31, 1996........ $102,604 $ 71,183 $ -- $ -- $ 342,382 $ -- Preferred stock dividends......... -- -- -- -- (121,668) -- Purchase of treasury stock........ -- -- -- -- -- Comprehensive income (loss): Net income...................... -- -- -- -- 1,107,208 -- Translation adjustments......... -- (97,444) -- -- -- -- Total comprehensive income........ -------- --------- ------------ ----------- ------------- ----------- Balance at December 31, 1997........ 102,604 (26,261) -- -- 1,327,922 -- Preferred stock dividends......... -- -- -- -- (121,666) -- Comprehensive income (loss): Net income...................... -- -- -- -- 71,142 -- Translation adjustments......... -- (8,459) -- -- -- -- Total comprehensive income........ -------- --------- ------------ ----------- ------------- ----------- Balance at December 31, 1998........ 102,604 (34,720) -- -- 1,277,398 -- Preferred stock dividends......... -- -- -- -- (156,586) -- Preferred stock issuance costs........................... -- -- -- -- (74,826) -- Stock compensation expense........ -- -- 3,283,164 -- -- -- Comprehensive income (loss): Net loss........................ -- -- -- -- (29,419,917) -- Translation adjustments......... -- (19,970) -- -- -- -- Total comprehensive income (loss).......................... -------- --------- ------------ ----------- ------------- ----------- Balance at December 31, 1999........ 102,604 (54,690) 3,283,164 -- (28,373,931) -- Preferred stock dividends......... -- -- -- -- (122,428) -- Issuance of common stock.......... 34,670 -- (13,322,514) 14,838,792 -- (1,547,950) Stock compensation expense........ -- -- 13,331,943 -- -- -- Comprehensive income (loss): Net loss........................ -- -- -- -- (83,861,541) -- Translation adjustments......... -- (658,575) -- -- -- -- Total comprehensive income (loss).......................... -------- --------- ------------ ----------- ------------- ----------- Balance at September 30, 2000....... $137,274 $(713,265) $ 3,292,593 $14,838,792 $(112,357,900) $(1,547,950) ======== ========= ============ =========== ============= =========== TOTAL STOCKHOLDERS' TREASURY EQUITY STOCK (DEFICIT) ------------ ------------- Balance at December 31, 1996........ $ -- $ 516,169 Preferred stock dividends......... -- (121,668) Purchase of treasury stock........ (667,745) (667,745) Comprehensive income (loss): Net income...................... -- 1,107,208 Translation adjustments......... -- (97,444) ------------ Total comprehensive income........ 1,009,764 ------------ ------------ Balance at December 31, 1997........ (667,745) 736,520 Preferred stock dividends......... -- (121,666) Comprehensive income (loss): Net income...................... -- 71,142 Translation adjustments......... -- (8,459) ------------ Total comprehensive income........ 62,683 ------------ ------------ Balance at December 31, 1998........ (667,745) 677,537 Preferred stock dividends......... -- (156,586) Preferred stock issuance costs........................... -- (74,826) Stock compensation expense........ -- 3,283,164 Comprehensive income (loss): Net loss........................ -- (29,419,917) Translation adjustments......... -- (19,970) ------------ Total comprehensive income (loss).......................... (29,439,887) ------------ ------------ Balance at December 31, 1999........ (667,745) (25,710,598) Preferred stock dividends......... (122,428) Issuance of common stock.......... -- 2,998 Stock compensation expense........ -- 13,331,943 Comprehensive income (loss): Net loss........................ -- (83,861,541) Translation adjustments......... -- (658,575) ------------ Total comprehensive income (loss).......................... (84,520,116) ------------ ------------ Balance at September 30, 2000....... $ (667,745) $(97,018,201) ============ ============ See accompanying notes to consolidated financial statements. F-6

HARVARD APPARATUS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED YEARS ENDED DECEMBER 31, SEPTEMBER 30, --------------------------------------- -------------------------- 1997 1998 1999 1999 2000 ---------- ----------- ------------ ----------- ------------ (UNAUDITED) Cash flows from operating activities: Net (loss) income........................................ $1,107,208 $ 71,142 $(29,419,917) $(6,205,887) $(83,861,541) 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 70,920,242 Stock compensation expense............................. -- -- 3,283,164 937,138 13,331,943 Depreciation........................................... 127,555 154,776 331,822 219,965 284,747 Amortization of catalog costs.......................... 328,713 525,600 493,428 481,488 228,978 Loss (gain) on sale of fixed assets.................... (33,980) (4,075) 7,584 (7,584) -- Provision for bad debts................................ 14,321 (41,388) 26,877 2,901 2,480 Amortization of goodwill............................... -- 27,661 368,235 226,250 423,126 Amortization of deferred financing costs............... -- -- 63,442 44,437 56,102 Deferred income taxes.................................. (106,321) (16,277) (1,310,325) (504,188) 669,584 Changes in operating assets and liabilities, net of effects of business acquisition: (Increase) decrease in accounts receivable........... (193,547) 46,214 (2,282,344) (1,758,222) 22,884 (Increase) decrease in other receivables............. (2,741) 57,711 (113,949) (134,915) (40,785) (Increase) decrease in inventories................... 58,631 80,430 215,152 165,203 (777,071) (Increase) decrease in prepaid expenses and other assets............................................. (19,306) (5,514) (260,285) (115,048) 304,718 (Increase) decrease in other assets.................. 112,716 (184,534) (202,460) (162,220) 74,237 Increase (decrease) in trade accounts payable........ (211,303) (115,065) 541,065 371,739 351,636 Increase (decrease) in accrued income taxes payable............................................ 27,247 (191,013) 797,633 488,632 (224,673) Increase (decrease) in accrued expense............... (178,965) 19,874 666,637 406,952 366,788 Increase (decrease) in other liabilities............. (30,881) 1,388 26,663 (23,912) (106,253) ---------- ----------- ------------ ----------- ------------ Net cash provided by operating activities.......... 1,115,921 1,806,390 2,926,441 1,835,186 2,027,142 ---------- ----------- ------------ ----------- ------------ Cash flows from investing activities: Additions to property, plant and equipment............... (389,543) (87,405) (332,474) (247,748) (363,716) Additions to catalog costs............................... (429,207) (250,183) (121,644) (73,853) (606,069) Proceeds from sales of fixed assets...................... 165,528 8,173 34,566 41,946 -- Acquisition of businesses, net of cash acquired.......... -- (1,090,553) (8,126,656) (7,164,454) (3,682,482) ---------- ----------- ------------ ----------- ------------ Net cash used in investing activities.............. (653,222) (1,419,968) (8,546,208) (7,444,109) (4,652,267) ---------- ----------- ------------ ----------- ------------ Cash flows from financing activities: Proceeds from short-term debt............................ 275,000 600,000 2,300,000 1,050,000 1,350,000 Repayments of short-term debt............................ -- (300,000) (1,150,000) (650,000) (400,000) Proceeds from long-term debt............................. -- -- 5,500,000 5,500,000 2,000,000 Repayments of long-term debt............................. (263,050) (283,433) (460,663) (336,313) (282,778) Dividends paid........................................... (218,667) (121,666) (121,666) (91,000) (91,000) Net proceeds from issuance of preferred stock............ -- -- 925,174 925,174 -- Treasury stock purchase.................................. (667,745) -- -- -- -- Issuance of common stock................................. -- -- -- -- 2,998 Deferred initial public offering costs paid.............. -- -- -- -- (63,905) ---------- ----------- ------------ ----------- ------------ Net cash provided by (used in) financing activities....................................... (874,462) (105,099) 6,992,845 6,397,861 2,515,315 ---------- ----------- ------------ ----------- ------------ Effect of exchange rate changes on cash.................... 30,572 (31,505) 66,204 (57,867) (137,363) ---------- ----------- ------------ ----------- ------------ Increase (decrease) in cash and cash equivalents........... (381,191) 249,818 1,439,282 731,071 (247,173) Cash and cash equivalents at beginning of period........... 1,088,144 706,953 956,771 956,771 2,396,053 ---------- ----------- ------------ ----------- ------------ Cash and cash equivalents at end of period................. $ 706,953 $ 956,771 $ 2,396,053 $1,687,842 $ 2,148,880 ========== =========== ============ =========== ============ Supplemental disclosures of cash flow information: Cash paid for interest................................... $ 227,747 $ 241,002 $ 671,452 $ 392,414 $ 634,089 ========== =========== ============ =========== ============ Cash paid for income taxes............................... $ 761,251 $ 1,128,929 $ 686,675 $ 617,076 $ 697,049 ========== =========== ============ =========== ============ See accompanying notes to consolidated financial statements. F-7

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2000, 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"). For cash consideration of approximately $3,342,000 (including $342,000 of acquisition related expenses). The costs of the acquisition were allocated based on the fair market value of the assets acquired. The assets acquired consisted principally of cash of $441,000, accounts receivable of $1,397,000, inventories of $1,661,000, miscellaneous prepaid assets of $241,000, fixed assets of $846,000, and catalog costs of $366,000. The Company assumed liabilities of approximately $1,605,000. The acquisition was financed principally by issuing preferred stock of $1,500,000 and debt of $1,750,000. 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 for the nine months ended September 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 nine months ended September 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. F-8

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (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 and equipment is depreciated using the straight-line method over the estimated useful lives of the assets as follows: Buildings................................................ 40 years Machinery and equipment.................................. 3-10 years Computer equipment....................................... 3-7 years Furniture and fixtures................................... 5-10 years Automobiles.............................................. 4-6 years (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 two to three years). Costs of drawings 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. F-9

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (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 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. Product returns are estimated and provided for based on historical experience. (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. F-10

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (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 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 capillaries 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. F-11

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (3) ACQUISITION OF BUSINESSES (CONTINUED) On May 19, 2000, the Company acquired substantially all of the assets of Biotronik, a manufacturer of Amino Acid Analyzers. Cash consideration of approximately $469,000 was paid for the assets (including approximately $12,000 of acquisition related expenses). The cost of the acquisition was allocated on the basis of fair market value of the assets acquired and the purchase method of accounting resulted in an allocation of $335,000 to goodwill. On July 14, 2000, the Company acquired substantially all of the assets of Amika Corporation, a manufacturer and distributor of sample preparation devices and consumables. Cash consideration of $3,096,000 was paid for the assets including approximately $61,000 of acquisition related expenses. The cost of the acquisition allocated on the basis of fair market value of the assets acquired and the purchase method of accounting resulted in an allocation of $3,011,000 to goodwill and other intangibles. The assets acquired consisted of approximately $85,000 of inventory. In addition, the Company acquired the right of first refusal to all new technologies developed and offered for sale by the predecessor Company for a period of four years on a fair value licensing arrangement. 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. 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 1998 (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. YEARS ENDED DECEMBER 31, -------------------------- 1998 1999 ----------- ------------ (UNAUDITED) Pro forma revenues................................ $23,942,973 $ 27,590,714 =========== ============ Pro forma net earnings (loss)..................... $ (120,186) $(29,415,046) =========== ============ Pro forma basic net earnings (loss) per share: Basic........................................... $ (0.04) $ (5.25) =========== ============ Diluted......................................... $ (0.04) $ (5.25) =========== ============ Pro forma weighted average common shares: Basic........................................... 5,598,626 5,598,626 =========== ============ Diluted......................................... 5,598,626 5,598,626 =========== ============ F-12

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (4) INVENTORIES Inventories consist of the following: DECEMBER 31, ----------------------- SEPTEMBER 30, 1998 1999 2000 ---------- ---------- ------------- Finished goods........................... $ 686,555 $ 857,202 $1,194,810 Work in process.......................... 335,150 359,505 448,744 Raw materials............................ 634,613 1,632,963 2,036,181 ---------- ---------- ---------- $1,656,318 $2,849,670 $3,679,735 ========== ========== ========== (5) PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following: DECEMBER 31, ----------------------- SEPTEMBER 30, 1998 1999 2000 ---------- ---------- ------------- Land and buildings....................... $ 654,172 $ 636,250 $ 576,366 Machinery and equipment.................. 126,891 726,933 913,617 Computer equipment....................... 103,218 378,400 398,639 Furniture and fixtures................... 234,882 326,978 348,022 Automobiles.............................. 190,354 123,113 122,051 ---------- ---------- ---------- 1,309,517 2,191,674 2,358,695 Less accumulated depreciation............ 339,612 631,752 845,597 ---------- ---------- ---------- $ 969,905 $1,559,922 $1,513,098 ========== ========== ========== (6) SHORT-TERM DEBT At September 30, 2000, 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% (10.5%, 9.5% and 8.75% at September 30, 2000, 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, $3,750,000 and $2,000,000 at September 30, 2000, December 31, 1999 and 1998, respectively. This line of credit is due to mature on January 29, 2002. At September 30, 2000, December 31, 1999 and 1998, borrowings under the line of credit were $3,150,000, $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

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (7) LONG-TERM DEBT Long-term debt consists of the following: DECEMBER 31, --------------------- SEPTEMBER 30, 1998 1999 2000 -------- ---------- ------------- Subordinated debentures, at 13%, payable in quarterly installments through March 15, 2003................................ $787,500 $ 727,500 $ 477,500 Notes payable............................. -- 5,125,000 6,800,000 Capital lease obligations (note 10)....... 41,355 14,614 9,431 -------- ---------- ----------- 828,855 5,867,114 7,286,931 Less current installments................. 190,389 794,173 1,556,618 -------- ---------- ----------- $638,466 $5,072,941 $ 5,730,313 ======== ========== =========== 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%, (10.5% and 9.5% at September 30, 2000 and December 31, 1999, respectively). 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 September 30, 2000 and December 31, 1999, the Company was not in compliance with certain of its covenants. The Company has either received waivers from its banks or had the covenants amended by its banks. 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 $56,102 for the nine months ended September 30, 2000 and $63,442 for the year ended December 31, 1999. Aggregate annual principal payments on all long-term debt, excluding capital lease obligations, for the next five years and thereafter at September 30, 2000 are as follows: 2001........................................................ $ 1,550,004 2002........................................................ 4,449,996 2003........................................................ 777,500 2004........................................................ 500,000 Thereafter.................................................. -- ----------- $ 7,277,500 =========== (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 F-14

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (8) CONVERTIBLE AND REDEEMABLE PREFERRED STOCK (CONTINUED) 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 the option of the holder, at any time, into shares of common stock of the Company at a conversion rate of 19.71 shares 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 $0.26 per share. On March 3, 2000, convertible and redeemable preferred "B" stock started 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: SERIES "A" SERIES "B" ------------ ------------ 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 ========== ========== (9) COMMON STOCK WARRANTS At September 30, 2000, December 31, 1999 and 1998, there were outstanding 8,509,905 warrants, which enable the holders to purchase a like amount of the Company's common stock for $0.0005 per share. The warrants were issued in connection with the issuance of Series A redeemable preferred stock (6,046,510 warrants) and subordinated debentures (2,463,395 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 and 1997 and for the nine months ended September 30, 2000 and 1999, $29,694,019, $1,379,460, $116,574, $70,920,242 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. In September 2000, the holders of the warrants agreed to automatically terminate the requirement of the Company to repurchase the warrants in the event of an initial public offering of the Company's Common Stock. F-15

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2000, 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 September 30, 2000, December 31, 1999 and 1998 was $9,502, $14,532 and $40,795, respectively, which is net of $48,871, $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 the nine months ended September 30, 2000 and for the years ended December 31, 1999, 1998 and 1997 was approximately $439,000, $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 September 30, 2000, are as follows: CAPITAL OPERATING LEASES LEASES -------- ---------- 2001................................................... $ 9,116 $ 660,861 2002................................................... 1,157 417,710 2003................................................... -- 372,238 2004................................................... -- 352,806 2005 and thereafter.................................... -- -- ------- ---------- Net minimum lease payments........................... 10,273 $1,803,615 ========== Less amount representing interest...................... 842 ------- Present value of net minimum lease payments............ $ 9,431 ======= (11) RELATED PARTY TRANSACTIONS The Company paid an annual consulting fee to a former stockholder who formerly served on its board of directors and, by written agreement, provided no less than five days of consulting services each month. The agreement was scheduled to expire 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 occurred before that date. As of September 30, 2000, the agreement with the former stockholder was rescinded. The related consulting expense amounted to $294,583 for the nine months ended September 30, 2000 and $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. For the nine months ended September 30, 2000 and for the years ended December 31, 1999, 1998 and 1997, the Company contributed approximately $60,000, $67,000, $41,000 and $27,000, respectively, to the plan. F-16

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (12) EMPLOYEE BENEFIT PLANS (CONTINUED) 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. The components of the Company's pension expense, primarily for Biochrom, for the nine months ended September 30, 2000 and for the year ended December 31, 1999 follow: DECEMBER 31, SEPTEMBER 30, 1999 2000 ------------ ------------- Components of net periodic benefit cost: Service cost...................................... $ 288,640 $ 182,376 Interest cost..................................... 250,437 197,263 Expected return on plan assets.................... (364,684) (291,771) Net amortization gain............................. 6,965 (9,364) --------- --------- Net periodic benefit cost....................... $ 181,358 $ 78,504 ========= ========= F-17

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (12) EMPLOYEE BENEFIT PLANS (CONTINUED) The funded status of the Company's defined benefit pension plans and the amount recognized in the balance sheet at September 30, 2000 and December 31, 1999 follow: DECEMBER 31, SEPTEMBER 30, 1999 2000 ------------ ------------- Change in benefit obligation: Balance at beginning of period.................... $1,215,000 $5,829,403 Acquisitions...................................... 4,848,552 -- Service cost...................................... 288,640 182,376 Interest cost..................................... 250,437 197,263 Participants' contributions....................... 60,745 45,931 Actuarial (gain)/loss............................. (824,672) 571,532 Benefits paid..................................... (9,299) (42,993) Currency translation adjustment................... -- (594,437) ---------- ---------- Balance at end of period........................ 5,829,403 6,189,075 ---------- ---------- Change in fair value of plan assets: Balance at beginning of period.................... 1,158,138 7,062,645 Acquisitions...................................... 5,231,470 -- Actual return on plan assets...................... 440,606 (39,627) Participants' contributions....................... 60,745 45,931 Employer contributions............................ 180,985 153,275 Benefits paid..................................... (9,299) (42,993) Currency translation adjustment................... -- (673,592) ---------- ---------- Balance at end of period........................ 7,062,645 6,505,639 ---------- ---------- Funded status: Plan assets greater than benefit obligation....... 1,233,242 316,564 Unrecognized (gain) loss.......................... (881,299) 73,808 ---------- ---------- Prepaid pension expense in consolidated balance sheet......................................... $ 351,943 $ 390,372 ========== ========== The weighted average assumptions used in determining the net pension cost for the Company's plans follows: DECEMBER 31, SEPTEMBER 30, 1999 2000 -------------- -------------- Weighted average assumptions: Discount rate..................................... 5.5% 6.5-8.5% Expected return on assets......................... 7.0-8.0% 7.0-8.0% Rate of compensation increase..................... 3.8-4.0% 4.5% F-18

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (13) INCOME TAXES The significant components of the Company's deferred tax assets and liabilities at September 30, 2000, December 31, 1999 and 1998 are as follows: DECEMBER 31, --------------------- SEPTEMBER 30, 1998 1999 2000 -------- ---------- ------------- Deferred tax assets: Accounts receivable..................................... $ -- $ 31,755 $ 31,755 Inventory............................................... 111,676 129,097 141,113 Operating loss carryforward............................. 28,182 34,417 387,188 Accrued expenses........................................ (14,940) 1,196,338 135,398 Goodwill................................................ -- 37,679 46,567 Catalog costs........................................... -- 8,503 -- -------- ---------- ---------- Total deferred tax assets................................. 124,918 1,437,789 742,021 -------- ---------- ---------- Deferred tax liabilities: Catalog costs........................................... 24,524 -- 6,011 Pension fund asset...................................... 15,051 18,461 16,725 Property, plant and equipment........................... 22,053 42,632 36,278 Other................................................... 497 4,695 -- -------- ---------- ---------- Total deferred tax liabilities............................ 62,125 65,788 59,014 -------- ---------- ---------- Net deferred tax assets................................... $ 62,793 $1,372,001 $ 683,007 ======== ========== ========== 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. Income tax expense is based on the following pre-tax income (loss) for the nine months ended September 30, 2000 and for the years ended December 31, 1999, 1998 and 1997: DECEMBER 31, ------------------------------------ SEPTEMBER 30, 1997 1998 1999 2000 ---------- -------- ------------ ------------- Domestic.................... $1,253,916 $115,418 $(32,040,219) $(83,771,998) Foreign..................... 535,621 738,916 2,757,782 1,264,808 ---------- -------- ------------ ------------ $1,789,537 $854,334 $(29,282,437) (82,507,190) ========== ======== ============ ============ F-19

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (13) INCOME TAXES (CONTINUED) Income tax expense (benefit) for the nine months ended September 30, 2000 and for the years ended December 31, 1999, 1998 and 1997 consisted of: DECEMBER 31, ---------------------------------- SEPTEMBER 30, 1997 1998 1999 2000 --------- -------- ----------- ------------- Current income tax expense: Federal and state............ $ 584,239 $579,152 $ 403,149 $ -- Foreign...................... 208,103 214,112 1,043,539 506,532 --------- -------- ----------- ----------- 792,342 793,264 1,446,688 506,532 --------- -------- ----------- ----------- Deferred income tax (benefit) expense: Federal and state............ (56,939) (19,380) (1,238,399) 840,106 Foreign...................... (53,074) 9,308 (70,809) 7,713 --------- -------- ----------- ----------- (110,013) (10,072) (1,309,208) 847,819 --------- -------- ----------- ----------- Total income tax expense... $ 682,329 $783,192 $ 137,480 $ 1,354,351 ========= ======== =========== =========== F-20

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (13) INCOME TAXES (CONTINUED) Income tax expense for the nine months ended September 30, 2000 and 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: DECEMBER 31, ----------------------------------- SEPTEMBER 30, 1997 1998 1999 2000 -------- --------- ------------ ------------- Computed "expected" income tax (benefit) expense...... $608,443 $ 290,474 $ (9,956,029) $(28,052,445) Increase (decrease) in income taxes resulting from: Foreign tax rate and regulation differential............. (3,625) (27,811) 35,804 85,909 State income taxes, net of federal income tax benefit.................. 73,757 86,068 (154,569) 130,804 Interest expense (common stock warrants).......... 39,564 469,002 10,254,946 24,177,992 Foreign Subsidiary Corporation tax benefits................. -- (27,804) (28,761) (32,876) Other...................... 9,220 (6,737) (13,911) 7,698 Stock compensation expense in excess of allowable tax benefits on exercise of options............... -- -- -- 5,037,269 Decrease in deferred tax valuation allowance...... (45,030) -- -- -- -------- --------- ------------ ------------ Total.................... $682,329 $ 783,192 $ 137,480 $ 1,354,351 ======== ========= ============ ============ Undistributed earnings of the Company's foreign subsidiaries amounted to approximately $4,013,000, $3,185,000 and $1,565,000 at September 30, 2000, 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 4,072,480 shares of authorized but unissued stock. For the nine months ended September 30, 2000, and for the years ended December 31, 1999 and 1998, 2,254,272, 1,119,725 and 1,119,725 "Incentive Stock Options," and 1,812,295, 1,812,295 and 895,780 "Non-qualified Stock Options," respectively, had been granted to employees. The Incentive Stock Options become fully vested over a four year period, on a pro rata basis. The Non-qualified F-21

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (14) STOCK OPTION PLAN (CONTINUED) 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; or an initial public offering of the Company's common stock at a net price of not less than $1.42 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 $1.42 per common share. For non-qualified options granted under the plan during 1999, prior to an amendment to the plan dated September 29, 2000, the options were deemed to be 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 $2.09 or (ii) an initial public offering of the Company's stock with a price per share of not less than $2.09 and gross proceeds to the Company of at least $15 million. On September 29, 2000, the vesting schedule was amended so that the options are vested and exercisable upon either (i) a sale of all or substantially all of the assets or capital stock of the Company for an actual or implied net price per share of Common Stock of not less than $2.09 or (ii) if the fair market value of the Company at any time prior to December 31, 2000 results in a per share valuation, on a fully diluted basis, of not less than $2.09 per share. As a result of the Plan amendment, the related options vested immediately as a per share valuation of $2.09 was attained. The Company applies APB Opinion No. 25 in accounting for the Plan. APB No. 25 requires no recognition of compensation expense for stock option awards when on the date of grant the exercise price is equal to the estimated fair market value of the Company's common stock and the number of options granted is fixed. During the nine months ended September 30, 2000, 1,134,547 stock options were granted to employees at an exercise price of $1.05 which was estimated to be less than the fair market value of the Company's common stock on the date of grant. Accordingly, compensation expense of $3,292,593 was recognized on these stock option grants. Additional compensation expense will be recognized in future periods over the four year vesting period of the options. The Company's 1996 and 1999 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 nine months ended September 30, 1999, the Company recognized compensation expense of $3,283,164 and $937,138, respectively, on the non-qualified Stock Options granted in 1996. At December 31, 1999, all non-qualified stock options granted in 1996 were fully vested because a per share valuation of $1.42 was attained. For the nine months ended September 30, 2000, the Company recognized compensation expense of $10,039,350 on the non-qualified options granted in 1999. On September 29, 2000, two employees exercised 563,942 non-vested options that were granted during 2000 for 563,942 shares of restricted common shares for cash consideration of $286 and two promissory notes amounting to $589,652 payable to the Company. The notes have a three-year maturity and a fixed interest rate of 10% per annum, compounded annually. The restricted stock becomes fully vested over a four-year period, on a pro rata basis. The estimated fair market value of the shares awarded on the original option date grant and on the date of exercise was estimated to be $6,767,310 of which $2,412,865 has been recognized as stock compensation expense for the nine months ended September 30, 2000. The remaining unearned compensation is being amortized to expense over the four year vesting period. Also on September 29, 2000, two employees of the Company exercised 916,514 fully vested options for cash of $465 and two promissory notes amounting to $958,298 payable to the Company. The notes have a three-year maturity and a fixed interest rate of 10% per annum, compounded annually. F-22

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (14) STOCK OPTION PLAN (CONTINUED) The following is a summary of stock option activity. EMPLOYEE STOCK OPTIONS ------------------------------ OPTIONS WEIGHTED AVERAGE OUTSTANDING EXERCISE PRICE ----------- ---------------- Balance at December 31, 1996...................... 1,903,533 $0.0005 Options granted................................. 111,972 0.0147 ---------- ------- Balance at December 31, 1997...................... 2,015,505 0.0152 Options granted................................. -- -- ---------- ------- Balance at December 31, 1998...................... 2,015,505 0.0152 Options granted................................. 916,515 1.0462 ---------- ------- Balance at December 31, 1999...................... 2,932,020 0.3278 ---------- ------- Options exercised............................... (3,467,955) 0.4475 Options granted................................. 1,134,547 1.0462 ---------- ------- Balance at September 30, 2000..................... 598,612 $0.9980 ========== ======= During 1999, 1998 and 1997 and the first nine months of 2000, there were no other additional options exercised, canceled, expired or forfeited, or changes in any option terms, including exercise prices. The weighted-average fair value of options granted during the nine months ended September 30, 2000 and fiscal 1999 and 1997 was $9.73, $1.05 and $0.01, respectively. No options were granted during 1998. The following is a summary of information relating to stock options outstanding at September 30, 2000 (no options were exercisable at September 30, 2000): OPTIONS OUTSTANDING --------------------------------------------- NUMBER WEIGHTED OUTSTANDING AT WEIGHTED- AVERAGE RANGE OF SEPTEMBER 30, AVERAGE REMAINING EXERCISE EXERCISE PRICE 2000 CONTRACTUAL LIFE PRICE - ------------------- -------------- ----------------- -------- $ 0.01 28,008 6.3 years $ 0.01 $ 1.05 570,605 9.5 years 1.05 - ------------------- ------- --------- ------ $ 0.01-$1.05 598,613 9.4 years $ 1.00 F-23

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (14) STOCK OPTION PLAN (CONTINUED) 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: YEARS ENDED DECEMBER 31, ------------------------------------ NINE MONTHS ENDED SEPTEMBER 30, 1997 1998 1999 2000 ---------- -------- ------------ ----------------- Net income (loss) as reported............. $1,107,208 $71,142 $(29,419,917) $(83,861,541) ---------- ------- ------------ ------------ Pro forma net income (loss)............... $1,106,988 $70,922 $(29,420,033) $(83,926,155) ---------- ------- ------------ ------------ Basic net income (loss) per share......... $ 0.13 $ (0.01) $ (5.28) $ (13.11) ---------- ------- ------------ ------------ Pro forma basic net income (loss) per share................................... $ 0.13 $ (0.01) $ (5.28) $ (13.12) ---------- ------- ------------ ------------ Diluted net income (loss) per share....... $ 0.06 $ (0.01) $ (5.28) $ (13.11) ---------- ------- ------------ ------------ Diluted pro forma net income (loss) per share................................... $ 0.06 $ (0.01) $ (5.28) $ (13.12) ---------- ------- ------------ ------------ The fair value of each option grant for the Company's plans is estimated on the date of the grant using the minimum value pricing model, with the following weighted average assumptions used for grants in 2000, 1999 and 1997. There were no grants of options in 1998. DECEMBER 31, ------------------- SEPTEMBER 30, 1997 1999 2000 -------- -------- ------------- Risk free interest rates...................... 6.4% 5.6% 6.1% Expected option lives......................... 7 years 7 years 2 years Expected dividend yields...................... 0% 0% 0% (15) SEGMENT AND RELATED INFORMATION The Company operates in one significant business segment. Revenues by geographic area consists of the following: YEARS ENDED NINE MONTHS ENDED ------------------------------------------ ----------------------------- DECEMBER 31, DECEMBER 31, DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30, 1997 1998 1999 1999 2000 ------------ ------------ ------------ ------------- ------------- (UNAUDITED) United States................. $ 6,263,264 $ 7,347,907 $ 8,169,470 $ 6,266,620 $ 6,867,515 United Kingdom................ 2,668,300 2,458,772 15,353,761 10,344,187 11,549,083 Canada and Europe............. 2,532,593 2,347,346 2,654,583 1,859,106 3,652,428 ----------- ----------- ----------- ----------- ----------- $11,464,157 $12,154,025 $26,177,814 $18,469,913 $22,069,026 =========== =========== =========== =========== =========== F-24

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (15) SEGMENT AND RELATED INFORMATION (CONTINUED) Long lived assets by geographic area consists of the following: DECEMBER 31, DECEMBER 31, SEPTEMBER 30, 1998 1999 2000 ------------ ------------ ------------- United States........................... $260,977 $ 307,286 $ 259,430 United Kingdom.......................... 677,889 1,189,269 1,197,896 Canada and Europe....................... 31,039 63,367 55,772 -------- ---------- ---------- $969,905 $1,559,922 $1,513,098 ======== ========== ========== (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 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: YEARS ENDED NINE MONTHS ENDED ------------------------------------------ ----------------------------- DECEMBER 31, DECEMBER 31, DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30, 1997 1998 1999 1999 2000 ------------ ------------ ------------ ------------- ------------- (UNAUDITED) Net income (loss) available to common shareholders..... $ 985,540 $ (50,524) $(29,576,503) $(6,321,331) $(83,983,969) Effect of dilutive securities: Common stock warrants........ 116,574 -- -- -- -- ---------- --------- ------------ ----------- ------------ Net income (loss), assuming dilution................... $1,102,114 $ (50,524) $(29,576,503) $(6,321,331) $(83,983,969) ========== ========= ============ =========== ============ Weighted average common shares outstanding during the year................... 7,406,486 5,598,626 5,598,626 5,598,626 6,407,682 Effect of dilutive securities: Common stock warrants........ 8,509,911 -- -- -- -- Common stock options......... 1,583,797 -- -- -- -- ---------- --------- ------------ ----------- ------------ 17,500,194 5,598,626 5,598,626 5,598,626 6,407,682 ========== ========= ============ =========== ============ For the years ended December 31, 1999 and 1998, and for the nine months ended September 30, 2000 and 1999, common equivalent shares of 11,378,110, 9,688,766, 10,628,401 and 11,446,996, respectively, resulting from stock options, warrants and restricted stock were not included in the computation of diluted earnings per share because to do so would have been antidilutive. F-25

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (17) ACCRUED EXPENSES Accrued expenses consist of: DECEMBER 31, --------------------- SEPTEMBER 30, 1998 1999 2000 -------- ---------- ------------- Accrued compensation and payroll.................. $392,066 $ 736,021 $ 955,543 Accrued interest.................................. 8,062 158,101 153,682 Accrued legal and professional fees............... 128,812 251,926 720,599 Other............................................. 57,349 253,475 436,723 -------- ---------- ---------- $586,289 $1,399,523 $2,266,547 ======== ========== ========== (18) 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. (19) CONCENTRATION OF CREDIT RISK One commercial customer accounted for 44% of revenues for the year ended December 31, 1999 and 39% and 41% for the nine months ended September 30, 2000 and 1999, respectively. At September 30, 2000 and 1999, and December 31, 1999, one customer accounted for 41%, 46% and 48% of accounts receivable, respectively. Except as noted above, no other individual customer accounted for more than 10% of revenues for the nine months ended September 30, 2000 and 1999 and for the years ended December 31, 1999, 1998, and 1997. In addition, except as noted above, no other individual customer accounted for more than 10% of account receivable at September 30, 2000, December 31, 1999 and December 31, 1998. (20) STOCK SPLIT On October 25, 2000, the Board of Directors approved a merger, subject to stockholder approval, of the Company with and into its wholly-owned subsidiary, Harvard Bioscience, Inc., to be effected prior to the consummation of the anticipated initial public offering ("IPO"). In the merger each share of common stock of the Company will be exchanged for one share of Harvard Bioscience, Inc. The Board of Directors of Harvard Bioscience, Inc. has approved a 19.71:1 stock split effective immediately after consummation of the merger. All common stock share and per share data have been restated in these financial statements for all periods presented to reflect this split. (21) SUBSEQUENT EVENT Subsequent to September 30, 2000, 5,913 stock options were granted to employees resulting in deferred compensation of approximately $65,000. F-26

HARVARD APPARATUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (22) UNASSERTED LEGAL CLAIM (UNAUDITED) On November 7, 2000 the Company received correspondence from counsel to Harvard University claiming that the Company's use of the term "Harvard Bioscience" and other terms containing or consisting of the term "Harvard" constitutes trademark infringement, false designation of origin, unfair competition and cybersquatting. Counsel to Harvard University has threatened legal action if the Company does not take certain steps, including ceasing and permanently refraining from using these terms. Management denies the allegations contained in the above correspondence, and intends to vigorously seek to protect the Company's rights should such claims be asserted against the Company. F-27

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. W.B. Brown -- Managing Resigned 01/03/99 J.G. Lee -- Joined 23/12/98 K.T. Krzywicki -- Joined 23/12/98 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-28

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-29

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-30

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-31

PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED FORMERLY PHARMACIA BIOTECH (BIOCHROM) LIMITED PROFIT AND LOSS ACCOUNT YEAR ENDED 31ST DECEMBER 1998 1998 1997 ------------------------ -------------------------------- NOTES L L L L -------- ---------- ----------- ---------- ------------------- 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) =========== =================== 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-32

PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED FORMERLY PHARMACIA BIOTECH (BIOCHROM) LIMITED BALANCE SHEET 31ST DECEMBER 1998 1998 1997 ------------------------------ ------------------------------ NOTES L L L L -------- --------- ------------------ --------- ------------------ 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 ================== ================== 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-33

PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED FORMERLY PHARMACIA BIOTECH (BIOCHROM) LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST DECEMBER 1998 1998 1997 See note 19 -------- ---------- 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) ======== ========== F-34

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: Leasehold improvements...................................... -- 7 years Plant, machinery, equipment and tooling..................... -- 3-7 years Computer equipment.......................................... -- 5 years (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-35

PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED FORMERLY PHARMACIA BIOTECH (BIOCHROM) LIMITED NOTES TO THE ACCOUNTS YEAR ENDED 31ST DECEMBER 1998 1. ACCOUNTING POLICIES (CONTINUED) (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: 1998 1997 ------------------ ------------------ 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 ================== ================== F-36

PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED FORMERLY PHARMACIA BIOTECH (BIOCHROM) LIMITED NOTES TO THE ACCOUNTS YEAR ENDED 31ST DECEMBER 1998 3. OPERATING PROFIT 1998 1997 ------------------ ------------------ 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 4. OTHER OPERATING INCOME 1998 1997 ------------------ ------------------ L L Miscellaneous income................................. 48,808 61,019 ------------------ ------------------ L48,808 L61,019 ================== ================== 5. INTEREST RECEIVABLE 1998 1997 ------------------ ------------------ L L On bank current account cash balance................. 83,095 114,392 ------------------ ------------------ L83,095 L114,392 ================== ================== 6. TAXATION 1998 1997 ------------------ ------------------ 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 ================== ================== F-37

PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED FORMERLY PHARMACIA BIOTECH (BIOCHROM) LIMITED NOTES TO THE ACCOUNTS YEAR ENDED 31ST DECEMBER 1998 7. EMPLOYEES 1998 1997 ------------------ ------------------ 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 ================== ================== 8. DIRECTORS` EMOLUMENTS 1998 1997 ------------------ ------------------ 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 ================== ================== Retirement benefits are accruing to one Director under a defined benefit scheme (1997:one). F-38

PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED FORMERLY PHARMACIA BIOTECH (BIOCHROM) LIMITED NOTES TO THE ACCOUNTS (CONTINUED) YEAR ENDED 31ST DECEMBER 1998 9. TANGIBLE FIXED ASSETS PLANT LEASEHOLD MACHINERY COMPUTER BUILDING EQUIPMENT & EQUIPMENT IMPROVEMENTS TOOLING TOTAL --------- ------------ ----------- --------- L L L L 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 ======= ======= ========= ========= 10. STOCK 1998 1997 --------- --------- L L 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 ========= ========= The Directors do not believe that the current replacement cost of stock is materially different from its historical cost. F-39

PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED FORMERLY PHARMACIA BIOTECH (BIOCHROM) LIMITED NOTES TO THE ACCOUNTS (CONTINUED) YEAR ENDED 31ST DECEMBER 1998 11. DEBTORS 1998 1997 ---------- ---------- L L 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 ========== ========== 12. CREDITORS--AMOUNTS FALLING DUE WITHIN ONE YEAR 1998 1997 ---------- ---------- L L 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 ========== ========== 13.(A) PROVISIONS FOR LIABILITIES AND CHARGES 1998 1997 -------- -------- L L Pension fund liability...................................... 46,350 -- 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. 1998 1997 -------- -------- L L Building lease dilapidation provision....................... -- 75,000 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-40

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:- 1998 1997 ------------------------------ ------------------------------ FULL POTENTIAL PROVISION FULL POTENTIAL PROVISION (ASSET)/LIABILITY MADE (ASSET)/LIABILITY MADE ----------------- ---------- ----------------- ---------- L L L L Accelerated capital allowances............ (45,713) -- (43,881) -- Short term timing differences............. (738) -- (22,499) -- -------- ---------- ---------- ---------- L(46,451) L-- L(66,380) L-- ======== ========== ========== ========== 14. CALLED UP SHARE CAPITAL 1998 1997 ----------------- ----------------- 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 ================= ================= 15. STATEMENT OF RESERVES 1998 1997 ----------------- ----------------- L L 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 ================= ================= 16. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 1998 1997 ----------------- ----------------- L L 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 ================= ================= F-41

PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED FORMERLY PHARMACIA BIOTECH (BIOCHROM) LIMITED NOTES TO THE ACCOUNTS (CONTINUED) YEAR ENDED 31ST DECEMBER 1998 17. CAPITAL COMMITMENTS 1998 1997 ----------------- ----------------- L L Future capital expenditure contracted, but not provided for:...................................................... -- -- ================= ================= 18. CONTINGENT LIABILITIES AND FINANCIAL COMMITMENTS 1998 1997 ---------------- ---------------- L L 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 ================ ================ 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:- 1998 1997 ---------------------------------- --------------------------- LAND AND LAND AND BUILDINGS OTHER BUILDINGS OTHER ---------------- --------------- --------- --------------- L L L L 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 ================ =============== ========= =============== F-42

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: 1998 1997 ---------------- ------------------ L L 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 ================ ================== (b) Analysis of changes in net funds and movement during the year 1998 1997 ------------------ ------------------ L L 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 ================== ================== (c) Analysis of the balances of cash shown in the balance sheet CHANGE 1998 1997 IN YEAR --------- --------- -------- L L L Cash at bank and in hand.................................... 1,545,230 1,026,766 518,464 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-43

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-44

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. The financial statements reflect all costs of doing business including costs incurred by other group companies on behalf of the Company. 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. F-45

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) 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 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. YEAR ENDED 31 DECEMBER ---------------------- 1998 1997 --------- ---------- L'000 L'000 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) --------- ---------- F-46

PROSPECTUS ,2000 [THOMAS WEISEL PARTNERS LLC LOGO] [HARVARD BIOSCIENCE LOGO] 6,422,450 SHARES COMMON STOCK THOMAS WEISEL PARTNERS LLC DAIN RAUSCHER WESSELS 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.

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): NATURE OF EXPENSE AMOUNT - ----------------- ---------- SEC Registration Fee........................................ $ 25,260 NASD Filing Fee............................................. 8,000 Nasdaq National Market Listing Fee.......................... 95,000 Accounting Fees and Expenses................................ 550,000 Legal Fees and Expenses..................................... 600,000 Printing Expenses........................................... 200,000 Blue Sky Qualification Fees and Expenses.................... 5,000 Transfer Agent's Fee........................................ 5,000 Miscellaneous............................................... 11,740 ---------- TOTAL................................................... $1,500,000 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. 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

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 October 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 1,091,716 shares of our common stock upon the exercise of previously granted stock options at an aggregate exercise price of $1,792.14. (iii) In September 2000, we issued 2,376,236 shares of our common stock upon the exercise of previously granted stock options at an aggregate exercise price of $1,549,155.40. (b) GRANTS OF STOCK OPTIONS (i) As of October 15, 2000, options to purchase 599,096 shares of common stock were outstanding under our 1996 Stock Option and Grant Plan. None of these options is exercisable within 60 days of such date. All such options were granted between March 1996 and October 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. *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. (Excluding schedules and exhibits which Registrant agrees to furnish supplementally to the Commission upon request.) **2.2 Asset Purchase Agreement dated July 14, 2000 by and between Harvard Apparatus, Inc., AmiKa Corporation and Ashok Shukla. (Excluding schedules and exhibits which Registrant agrees to furnish supplementally to the Commission upon request.) 3.1 Form of 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 Form of Amended and Restated By-laws of the Registrant. 4.1 Specimen certificate for shares of Common Stock, $0.01 par value, of the Registrant. II-2

**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 Form of Employment Agreement between Harvard Bioscience and Chane Graziano. 10.6 Form of Employment Agreement between Harvard Bioscience and David Green. 10.7 Form of Employment Agreement between Harvard Bioscience and James L. Warren. **10.8 Form of Director Indemnification Agreement. 10.9 Lease Agreement dated December 16, 1996 between Seven October Hill LLC and Harvard Apparatus, Inc. 10.10 First Amendment to Lease dated November 13, 1998 to Lease Agreement dated December 16, 1996 between Seven October Hill LLC and Harvard Apparatus, Inc. 10.11 Lease of Unit 22 Phase I Cambridge Science Park, Milton Road, Cambridge dated March 3, 1999 between The Master Fellows and Scholars of Trinity College Cambridge, Biochrom Limited and Harvard Apparatus, Inc. 10.12 Lease Agreement for Commercial Premises dated November 26, 1999 made between Mr. Heinz Dehnert, Grunstrabe 1, 79232 March-Hugstetten, Lessor and the Company of Harvard Apparatus GmbH, Lessee. **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 for Messrs. Graziano, Warren, Green, Dick and Klaffky. 24.2 Powers of Attorney for Messrs. Dishman, Kennedy and Lewis (included on page II-6). **27.1 Financial Data Schedule. **99.1 Consent of Robert Dishman to be named as a person to be appointed a director of Registrant in this Registration Statement. **99.2 Consent of Earl R. Lewis to be named as a person to be appointed a director of Registrant in this Registration Statement. 99.3 Consent of John F. Kennedy to be named as a person to be appointed a director of Registrant in this Registration Statement. - ------------------------ * To be filed by amendment to this registration statement. ** Previously filed. + Confidential treatment requested as to this exhibit. (B) FINANCIAL STATEMENT SCHEDULES II-3

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-4

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 November 8, 2000. HARVARD BIOSCIENCE, INC. By: /s/ JAMES WARREN ----------------------------------------- James Warren CHIEF FINANCIAL OFFICER 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. SIGNATURE TITLE DATE --------- ----- ---- * Chief Executive Officer and ------------------------------------------- Director (Principal November 8, 2000 Chane Graziano Executive Officer) Chief Financial Officer /s/ JAMES WARREN (Principal Financial ------------------------------------------- Officer and Principal November 8, 2000 James Warren Accounting Officer) * ------------------------------------------- President and Director November 8, 2000 David Green * ------------------------------------------- Director November 8, 2000 Christopher W. Dick * ------------------------------------------- Director November 8, 2000 Richard C. Klaffky, Jr. *By: /s/ JAMES WARREN ---------------------------------------- James Warren Attorney-in-fact II-5

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 to 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. SIGNATURE TITLE DATE --------- ----- ---- /s/ ROBERT DISHMAN ------------------------------------------- Director November 8, 2000 Robert Dishman /s/ JOHN F. KENNEDY ------------------------------------------- Director November 8, 2000 John F. Kennedy /s/ EARL R. LEWIS ------------------------------------------- Director November 8, 2000 Earl R. Lewis II-6

EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ------------------------------------------------------------ *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. (Excluding schedules and exhibits which Registrant agrees to furnish supplementally to the Commission upon request.) **2.2 Asset Purchase Agreement dated July 14, 2000 by and between Harvard Apparatus, Inc., AmiKa Corporation and Ashok Shukla. (Excluding schedules and exhibits which Registrant agrees to furnish supplementally to the Commission upon request.) 3.1 Form of 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 Form of 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 Form of Employment Agreement between Harvard Bioscience and Chane Graziano. 10.6 Form of Employment Agreement between Harvard Bioscience and David Green. 10.7 Form of Employment Agreement between Harvard Bioscience and James L. Warren. **10.8 Form of Director Indemnification Agreement. 10.9 Lease Agreement dated December 16, 1996 between Seven October Hill LLC and Harvard Apparatus, Inc. 10.10 First Amendment to Lease dated November 13, 1998 to Lease Agreement dated December 16, 1996 between Seven October Hill LLC and Harvard Apparatus, Inc. 10.11 Lease of Unit 22 Phase I Cambridge Science Park, Milton Road, Cambridge dated March 3, 1999 between The Master Fellows and Scholars of Trinity College Cambridge, Biochrom Limited and Harvard Apparatus, Inc. 10.12 Lease Agreement for Commercial Premises dated November 26, 1999 made between Mr. Heinz Dehnert, Grunstrabe 1, 79232 March-Hugstetten, Lessor and the Company of Harvard Apparatus GmbH, Lessee. **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 for Messrs. Graziano, Warren, Green, Dick and Klaffky. 24.2 Powers of Attorney for Messrs. Dishman, Kennedy and Lewis (included on page II-6). **27.1 Financial Data Schedule.

EXHIBIT NO. DESCRIPTION ------- ------------------------------------------------------------ **99.1 Consent of Robert Dishman to be named as a person to be appointed a director of Registrant in this Registration Statement. **99.2 Consent of Earl R. Lewis to be named as a person to be appointed a director of Registrant in this Registration Statement. 99.3 Consent of John F. Kennedy to be named as a person to be appointed a director of Registrant in this Registration Statement. - ------------------------ * To be filed by amendment to this registration statement. ** Previously filed. + Confidential treatment requested as to this exhibit.


Exhibit 3.1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HARVARD BIOSCIENCE, INC. Harvard Bioscience, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The name of the Corporation is Harvard Bioscience, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was September 8, 2000 (the "Original Certificate"). The name under which the Corporation filed the Original Certificate was Harvard Bioscience, Inc. 2. This Amended and Restated Certificate of Incorporation (the "Certificate") amends, restates and integrates the provisions of the Original Certificate, and was duly adopted in accordance with the provisions of Sections 242 and 245 of the Delaware General Corporation Law (the "DGCL"). 3. The text of the Original Certificate is hereby amended and restated in its entirety to provide as herein set forth in full. ARTICLE I The name of the Corporation is Harvard Bioscience, Inc. ARTICLE II The address of the Corporation's registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. ARTICLE IV CAPITAL STOCK The total number of shares of capital stock which the Corporation shall have authority to issue is eighty-five million five hundred seventeen thousand eight hundred (85,517,800)

shares, of which (i) eighty million (80,000,000) shares shall be a class designated as common stock, par value $.01 per share (the "Common Stock"), (ii) four hundred sixty-nine thousand three hundred (469,300) shares shall be a class designated as Series A Redeemable Preferred Stock, par value $.01 per share (the "Series A Preferred Stock"), (iii) forty-eight thousand five hundred (48,500) shares shall be a class designated as Series B Convertible Preferred Stock, par value $.01 per share (the "Series B Preferred Stock") and (iv) five million (5,000,000) shares shall be a class designated as undesignated preferred stock, par value $.01 per share (the "Undesignated Preferred Stock" and, together with the Series A Preferred Stock and the Series B Preferred Stock, the "Preferred Stock"). The number of authorized shares of the class of Undesignated Preferred Stock may from time to time be increased or decreased (but not below the number of shares outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote, without a vote of the holders of the Preferred Stock (subject to the terms of the Series A Preferred Stock and the Series B Preferred Stock and except as otherwise provided in any certificate of designations of any series of Undesignated Preferred Stock). The powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall be determined in accordance with, or as set forth below in, this Article IV. A. COMMON STOCK Subject to all the rights, powers and preferences of the Preferred Stock and except as provided by law or in this Article IV (or in any certificate of designations of any series of Undesignated Preferred Stock): (a) the holders of the Common Stock shall have the exclusive right to vote for the election of directors of the Corporation (the "Directors") and on all other matters requiring stockholder action, each outstanding share entitling the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; PROVIDED, HOWEVER, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (or on any amendment to a certificate of designations of any series of Undesignated Preferred Stock) that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Undesignated Preferred Stock if the holders of such affected series are entitled to vote, either separately or together with the holders of one or more other such series, on such amendment pursuant to this Certificate (or pursuant to a certificate of designations of any series of Undesignated Preferred Stock) or pursuant to the DGCL; (b) dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of 2

dividends, but only when and as declared by the Board of Directors of the Corporation (the "Board of Directors") or any authorized committee thereof; and (c) upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock. B. SERIES A REDEEMABLE PREFERRED STOCK AND SERIES B CONVERTIBLE PREFERRED STOCK. 1. DESIGNATION; NUMBER OF SHARES. A total of 469,300 shares of the Corporation's Preferred Stock shall be designated as Series A Redeemable Preferred Stock, $0.01 par value per share (the "Series A Preferred Stock"). A total of 48,500 shares of the Corporation's Preferred Stock shall be designated as Series B Convertible Preferred Stock, $0.01 par value per share (the "Series B Preferred Stock") (the Series A Preferred Stock and the Series B Preferred Stock are hereinafter sometimes referred to collectively in this Section B as the "Preferred Stock"). The relative rights, preferences, restrictions and other matters relating to the Preferred Stock are as follows: 2. DIVIDENDS. (a) CUMULATIVE; RATE. The holders of the outstanding shares of Preferred Stock shall be entitled to receive cash dividends, when, as and if declared by the Board of Directors, out of assets which are legally available for the payment of such dividends and contingent upon and limited to the extent of earnings. Dividends shall be cumulative and will accrue: (i) on each share of Series A Preferred Stock from the date of issue thereof and (ii) on each share of Series B Preferred Stock from the later of (x) the date of issue thereof and (y) March 3, 2000, in each case, whether or not earned or declared by the Board of Directors. Except as otherwise set forth herein, the annual dividend rate per share: (1) of Series A Preferred Stock shall be $.25569998 (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the capital structure of the Corporation (hereinafter an "Equitable Adjustment")) and (2) of Series B Preferred Stock shall be $1.443 (subject to Equitable Adjustment). Dividends on the Preferred Stock shall be payable on each January 1, April 1, July 1 and October 1 in each year; PROVIDED, HOWEVER, that no dividend shall be payable until: (i) in the case of the Series A Preferred Stock, March 15, 1997 and (ii) in the case of the Series B Preferred Stock, March 3, 2001. In addition, the Series B Preferred Stock shall rank senior to the Series A Preferred Stock with respect to dividends, and as a result, no dividend shall be paid in respect of shares of the Series A Preferred Stock unless all accrued dividends that have become payable in respect of the Series B Preferred Stock shall have been paid. In the event a dividend is not paid when due (the "Dividend Payment Date") the annual dividend rate per share: (a) of the Series A Preferred Stock shall be $.319624976 (which amount shall be subject to Equitable 3

Adjustment) and (b) of the Series B Preferred Stock shall be $1.80375 (which amount shall be subject to Equitable Adjustment), in each case accruing from the first day of the dividend period immediately succeeding the dividend period in which such unpaid dividend accrued and continuing until all accrued dividends on such series of Preferred Stock have been paid in full, whereupon the dividend rate shall return to the rate specified in clause (1) or (2) above, as applicable. Dividends payable on the Preferred Stock for any period less than a full quarter shall be computed on the basis of the actual number of days elapsed and a 360-day year, consisting of four 90-day quarters. Notwithstanding anything to the contrary contained herein, all accrued and unpaid dividends shall be payable upon liquidation, dissolution or winding up of the Corporation within the meaning of Section B.3 hereof or upon redemption as provided in Section B.5 hereof. (b) RESTRICTIONS. (i) SERIES A PREFERRED STOCK. Unless all accrued dividends on each share of the Series A Preferred Stock shall have been paid, no dividend shall be paid or declared, and no distribution shall be made on any Series A Junior Stock (as defined below) (other than a stock dividend on Common Stock solely in the form of additional shares of Common Stock). Furthermore, except to the extent in any instance written approval is provided by the holders of at least a majority of the outstanding shares of Series A Preferred Stock (the "Majority A Holders"), the Corporation shall not declare or pay any dividends, or purchase, redeem, retire, or otherwise acquire for value any of its capital stock ranking junior to the Series A Preferred Stock (or rights, options or warrants to purchase such shares), now or hereafter outstanding (collectively, "Series A Junior Stock"), return any capital to any stockholders holding any Series A Junior Stock as such, or make any distribution of assets on such Series A Junior Stock, or permit any subsidiary to do any of the foregoing, except that wholly-owned subsidiaries may declare and make payment of cash and stock dividends, return capital and make distributions of assets to the Corporation. (ii) SERIES B PREFERRED STOCK. Unless all accrued dividends on each share of the Series B Preferred Stock shall have been paid, no dividend shall be paid or declared, and no distribution shall be made on any Series B Junior Stock (as defined below) (other than a stock dividend on Common Stock solely in the form of additional shares of Common Stock). Furthermore, except to the extent in any instance written approval is provided by the holders of at least a majority of the outstanding shares of Series B Preferred Stock (the "Majority B Holders"), the Corporation shall not declare or pay any dividends, or purchase, redeem, retire, or otherwise acquire for value any of its capital stock ranking junior to the Series B Preferred Stock, including for all purposes unless otherwise specifically set forth herein, the Series A Preferred Stock (or rights, options or warrants to purchase such shares) now or hereafter outstanding (collectively, "Series B Junior Stock"), return any capital to any stockholders holding any Series B Junior Stock as such, or make any distribution of assets on such Series B Junior Stock, or permit any subsidiary to do any of the foregoing, except that wholly-owned subsidiaries may declare and make payment of cash and stock dividends, return capital and make distributions of assets to the Corporation. 4

(iii) GENERAL. Nothing in this Section B.2(b) shall prevent the Corporation from: (1) effecting a stock split or declaring or paying any dividend consisting of shares of any class of capital stock to the holders of shares of such class of capital stock; or (2) complying with any specific term or provision of the Preferred Stock, or any other class or series of the Corporation's capital stock ranking senior to or on parity with the Preferred Stock; or (3) repurchasing any security issued to any officer, employee, director or consultant of the Corporation pursuant to the Corporation's 1996 Stock Option and Grant Plan, or any other stock option plan approved by the Majority A Holders and the Majority B Holders, pursuant to any rights of first refusal or repurchase rights of the Corporation under such plan(s); or (4) repurchasing any security required to be repurchased pursuant to and in accordance with the provisions of the Amended and Restated Securityholders' Agreement among the Corporation and certain stockholders of the Corporation named therein dated as of March 2, 1999 (as amended, modified and supplemented from time to time, the "Securityholders' Agreement"); or (5) complying with any specific term or provision of the warrants (the "Warrants") purchased pursuant to the Investment and Stockholders' Agreement dated March 15, 1996 among the Corporation and certain stockholders of the Corporation (the "Investment Agreement") OTHER THAN the repurchase of the Warrants or any other payment in respect thereof; or (6) paying dividends on, purchasing, redeeming, retiring or otherwise acquiring for value any shares of the Series B Preferred Stock, which Series B Preferred Stock, except as specifically set forth herein, shall rank senior to the Series A Preferred Stock with respect to dividends, liquidation and/or redemption. 3. LIQUIDATION, DISSOLUTION OR WINDING UP. (a) TREATMENT AT LIQUIDATION, DISSOLUTION OR WINDING UP. Subject to the rights and preferences of any class or series of Preferred Stock senior to, or on parity with, the Series A Preferred Stock and/or the Series B Preferred Stock with respect to liquidation preferences, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or in the event of its insolvency, before any distribution or 5

payment is made to any holders of: (i) Series B Junior Stock, the holders of each share of Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to the holders of the Corporation's capital stock, whether such assets are capital, surplus or earnings, an amount equal to $20.6185567 per share of Series B Preferred Stock (which amount shall be subject to Equitable Adjustment) plus all accrued and unpaid dividends thereon, whether or not earned or declared, up to and including the date full payment shall be tendered to the holders of the Series B Preferred Stock with respect to such liquidation, dissolution or winding up and (ii) Series A Junior Stock, the holders of each share of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to holders of the Corporation's capital stock, whether such assets are capital, surplus or earnings, an amount equal to $3.19624976 per share of Series A Preferred Stock (which amount shall be subject to Equitable Adjustment) plus all accrued and unpaid dividends thereon, whether or not earned or declared, up to and including the date full payment shall be tendered to the holders of the Series A Preferred Stock with respect to such liquidation, dissolution or winding up. After payment shall have been made in full to the holders of the Preferred Stock as set forth above, or funds necessary for such payment shall have been irrevocably set aside by the Corporation in trust for the account of holders of the Preferred Stock so as to be available for such payment, the remaining assets available for distribution shall be distributed ratably among the holders of the Common Stock and any other class of Series A Junior Stock. If, in connection with any such liquidation, dissolution or winding up, the funds of the Corporation legally available to be paid to the holders of Preferred Stock are insufficient to pay in full the liquidation preference owing to the holders of a series of Preferred Stock, the holders of shares of any such series shall share ratably in funds available to be paid in respect of such series of Preferred Stock (in the priority set forth above in the preceding paragraph) according to the respective amounts which would be payable with respect to the number of shares owned by them if all the shares of such series were paid the full amount of the liquidation preference of such series. (b) In the event that the Corporation undertakes any transaction, the result of which is: (i) a consolidation or merger of the Corporation with or into another corporation or entity (other than a wholly-owned subsidiary) in which an unaffiliated third-party owns a majority of the outstanding capital stock of the surviving corporation or entity, (ii) the sale, transfer or other disposition of all or substantially all of the assets or all or a majority of the outstanding capital stock of the Corporation to an unaffiliated third party, or (iii) the consummation of a public offering of the Common Stock pursuant to an effective registration statement filed pursuant to the Securities Act in a transaction that does not meet the criteria of a "Qualified Public Offering" as set forth in Section B.9(c) hereof (each of (i), (ii) and (iii), a "Liquidation Event"), then pursuant to Section B.5(a)(iv) hereof, any holder of Series B Preferred Stock may elect to treat such Liquidation Event as a liquidation, dissolution or winding up within the meaning of Section B.3(a) above, and as a result of any such election, such holder of Series B Preferred Stock shall be entitled to the amount set forth in Section B.3(a) above in respect of each of its shares of Series B Preferred Stock. 6

(c) DISTRIBUTIONS OTHER THAN CASH. Whenever the distribution provided for in this Section B.3 shall be payable in property other than cash, the value of such distribution shall be the fair market value of such property, as determined in good faith by two-thirds of the members of the Board of Directors of the Corporation. Any dispute that arises in connection with the Board of Directors' determination of fair market value shall be resolved as set forth in Section B.10. 4. VOTING RIGHTS. (a) Except as otherwise expressly provided herein or as required by law, each holder of: (i) Series A Preferred Stock shall be entitled to one vote for each share of Series A Preferred Stock held of record by such holder, as if such share were a share of Common Stock and (ii) Series B Preferred Stock shall be entitled to the number of votes per share of Series B Preferred Stock as shall equal the number of shares of Common Stock into which such share of Series B Preferred Stock is then convertible. Notwithstanding the foregoing, with respect to the Series A Preferred Stock, if (i) the sum of (x) the total number of shares of Series A Preferred Stock issued to any original holder thereof (the "Original Holder Shares") pursuant to the Investment Agreement PLUS (y) the aggregate number of shares of Common Stock issued by the Corporation upon exercise of any Warrant issued by the Corporation to such original holder pursuant to the Investment Agreement (whether or not subsequently transferred by the original holder), exceeds (ii) the maximum number of shares of Common Stock, in the aggregate, as adjusted, theretofore issued and thereafter issuable to such holder upon exercise of such Warrant (the "Maximum Voting Limit"), then the number of votes to which any holder of such Original Holder Shares (including the original holder and any transferee of such shares) is entitled shall be reduced by the amount of such excess on a share for share basis (and if there is more than one holder of the Original Holder Shares, such reduction shall be effected on a pro-rata basis). (b) Except as otherwise expressly provided herein or as required by law, the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock shall vote together as a single class on all matters (with each share of Preferred Stock having such number of votes as are specified above in subparagraph (a)). (c) Fractional votes shall not be permitted and any fractional voting rights resulting from any of the above shall be rounded to the nearest whole number (with one-half being rounded upward). 5. REDEMPTION. (a) REDEMPTION EVENTS. (i) SCHEDULED REDEMPTION OF SERIES A PREFERRED STOCK AND SERIES B PREFERRED STOCK. On March 15 in each of 2002, 2003 and 2004, the Corporation shall redeem the number of then outstanding shares of Series A Preferred Stock set forth below (subject to 7

Equitable Adjustment) for the Series A Redemption Price (as defined below) and the number of then outstanding shares of Series B Preferred Stock set forth below (subject to Equitable Adjustment) for the Series B Redemption Price (as defined below). For the purposes of any redemption of Preferred Stock pursuant to this Section B.5(a)(i), the Series A Preferred Stock shall be on parity with the Series B Preferred Stock and shall not be included within the term "Series B Junior Stock." NUMBER OF SHARES OF NUMBER OF SHARES OF SERIES A PREFERRED STOCK SERIES B PREFERRED STOCK DATE OF REDEMPTION OUTSTANDING TO BE REDEEMED OUTSTANDING TO BE REDEEMED - ------------------ -------------------------- -------------------------- March 15, 2002 156,433 16,166 March 15, 2003 156,433 16,167 March 15, 2004 156,434 16,167 (ii) AUTOMATIC REDEMPTION OF SERIES A PREFERRED STOCK UPON IPO. Immediately prior to and conditioned upon the consummation of the effectiveness of a public offering pursuant to an effective registration statement filed pursuant to the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation, the Corporation shall redeem each outstanding share of Series A Preferred Stock for the Series A Redemption Price. (iii) AUTOMATIC REDEMPTION OF SERIES A PREFERRED STOCK UPON MERGER OR REORGANIZATION. Immediately prior to and conditioned upon the consummation of the closing of (A) any acquisition of the Corporation by means of a merger or other form of corporate reorganization in which the outstanding shares of the Corporation are exchanged for securities or other consideration issued or paid, or caused to be issued or paid, by the acquiring company or its subsidiary and following which the stockholders of the Corporation own, in the aggregate, less than fifty percent (50%) of the total issued and outstanding voting capital stock of the surviving entity, or (B) any sale of all or substantially all of the assets of the Corporation and its subsidiaries, or (C) any sale of a material and substantial asset or group of assets of the Corporation or of any subsidiary of the Corporation other than in the ordinary course of business (including, without limitation, any sale of the capital stock of any subsidiary of the Corporation), whether in one transaction or in a series of transactions, in which the aggregate consideration paid to the Corporation by the purchaser or purchasers of such asset or group of assets exceeds $2,000,000, the Corporation shall redeem each outstanding share of Series A Preferred Stock for the Series A Redemption Price. (iv) OPTIONAL REDEMPTION BY ANY HOLDER OF SERIES B PREFERRED STOCK UPON MERGER, REORGANIZATION OR NON-QUALIFIED IPO. Any Liquidation Event (as defined in Section B.3(b) above) shall, at the election of a holder of Series B Preferred Stock, be deemed to be a liquidation, dissolution or winding up within the meaning of Section B.3(a), and as a result of any such election, such holder of Series B Preferred Stock shall be entitled to the 8

amount set forth in Section B.3(a) above in respect of each of its shares of Series B Preferred Stock. (b) EVENTS OF DEFAULT; CONTROL OF THE BOARD OF DIRECTORS. If any Event of Default (as hereinafter defined) shall have occurred and be continuing, the Majority A Holders and/or the Majority B Holders may give the Corporation a written notice (an "Event of Default Notice") requiring: (i) the Corporation to repurchase the outstanding shares of Series A Preferred Stock for the Series A Redemption Price, and/or the outstanding shares of Series B Preferred Stock for the Series B Redemption Price, as applicable, in each case plus interest at the rate of ten percent (10%) per annum on any accrued and unpaid dividends outstanding as of the date of such Event of Default Notice, accruing from the date on which such dividend was payable, and/or (ii) the Board of Directors be reconstituted as provided in the immediately succeeding sentence. If the Corporation fails to repurchase outstanding shares of either class of Preferred Stock as required under Section B.5(a) above or fails to repurchase the shares of either class of Preferred Stock pursuant to this Section B.5(b) within thirty (30) days following its receipt of the Event of Default Notice from the Majority A Holders and/or the Majority B Holders, as the case may be, or in the event the Event of Default Notice so requires, the holders of the Series A Preferred Stock and Series B Preferred Stock, voting together as a single class (in accordance with Section B.4(a) above) shall be entitled to elect the smallest number of directors which shall constitute a majority of the authorized number of directors of the Corporation, and the holders of Common Stock shall be entitled to elect the remaining directors. Within two (2) business days after the failure of the Corporation to repurchase the outstanding shares of either class of Preferred Stock as aforesaid, or in the event the Event of Default Notice so requires, the Corporation shall call a special meeting of stockholders for the election of directors to be held as promptly as practicable. At such meeting and at any other meeting held while the holders of the Preferred Stock have such class voting rights, the holders of a majority of the voting power of the Preferred Stock (as set forth in the preceding paragraph) present in person or by proxy shall be sufficient to constitute a quorum for the election of directors as herein provided. In the case of any vacancy in the office of a director elected by a class of stock under this Section B.5(b), the remaining directors elected by such class may elect a successor to fill the vacancy. Any director elected pursuant to this Section B.5(b) may, at a meeting called for the purposes, be removed with or without cause by the vote of the holders of a majority of the shares of the class of stock that elected such director. Any of the following shall constitute an Event of Default hereunder: (i) The failure by the Corporation to pay any dividend in accordance with the terms of the Series A Preferred Stock or Series B Preferred Stock when due, which failure is not remedied within sixty (60) days after the Corporation's receipt of written notice 9

thereof from the Majority A Holders or the Majority B Holders, as applicable ("Default Notice"). (ii) The failure of the Corporation to observe or perform any covenant or agreement contained in any of Sections 8.2, 8.3, 8.4, 8.5 or 8.6 of the Securityholders' Agreement, which failure is not remedied within thirty (30) days after the Corporation's receipt of a Default Notice with respect thereto, provided, however, in the case of Section 8.2 of the Securityholders' Agreement, it shall not be an Event of Default hereunder for so long as the Corporation is using commercially reasonable efforts to satisfy such Section 8.2; (iii) The failure of the Corporation to observe or perform any covenant or agreement contained in any of Articles IV, VI or VII or Sections 8.1 or 8.7 of the Securityholders' Agreement; PROVIDED, HOWEVER, if any such failure is subject to cure within ten (10) business days of such failure, then it shall not be an Event of Default hereunder, until the expiration of such ten (10) business days so long as the Corporation is diligently seeking to cure such failure during such period; (iv) The breach by the Corporation of any material covenant or agreement (other than a breach described in clause (i) above, or clause (v) below) contained in these Restated Articles of Organization, including, without limitation, the failure to redeem any shares of either series of Preferred Stock required to be redeemed as provided in this Section B.5; (v) The breach by the Corporation of any covenant or agreement contained in these Restated Articles of Organization (other than a breach described in clause (i) or (iv) above) which such breach is not remedied within thirty (30) days after the Corporation's receipt of a Default of Notice with respect thereto from the Majority A Holders or the Majority B Holders, as applicable; (vi) In the event (A) Chane Graziano (1) dies, (2) is disabled for a period of time in excess of six (6) months and is unable to perform his duties for the Corporation in all material respects or (3) ceases to be an employee of the Corporation for any reason (any of clauses (1), (2) or (3), a "Triggering Event") and (B) either (I) a replacement for Mr. Graziano mutually acceptable to the Corporation, the Majority A Holders and the Majority B Holders is not installed within ninety (90) days of the Triggering Event or (II) a replacement for Mr. Graziano acceptable to the Majority A Holders and the Majority B Holders is not installed within one-hundred and twenty (120) days of the Triggering Event; (vii) The failure by the Corporation to repurchase any securities (including without limitation any warrants) required to be so repurchased in accordance with the terms thereof; PROVIDED THAT it shall not be an Event of Default hereunder if such failure by the Corporation is a result of any provision in these Restated Articles of Organization or the lack of consent by the holders of Series A Preferred Stock and/or Series B Preferred Stock; or 10

(viii) An Event of Default (as defined in the Securityholders' Agreement) shall have occurred. Notwithstanding anything contained herein to the contrary, the rights of the holders of the Preferred Stock as aforesaid to elect a majority of the Board of Directors hereunder shall not preclude such holders from seeking and obtaining any other remedy, legal or equitable, with respect to their rights of redemption set forth hereunder. (c) OPTIONAL REDEMPTION BY THE CORPORATION OF PREFERRED STOCK. All or any of the shares of Preferred Stock shall be redeemable at any time or from time to time after issuance, in whole or in part, at the option of the Corporation by vote or approval of (i) two-thirds of the members of the Board of Directors, (ii) the Majority A Holders and (iii) the Majority B Holders. Any such redemption of Preferred Stock by the Corporation under this Section B.5(c) shall be made pro-rata among all outstanding shares of Series A Preferred Stock and Series B Preferred Stock on a combined basis (unless, with respect to shares of Series B Preferred Stock only, such redemption is waived in accordance with Section B.5(g) hereof), and for the purposes of any redemption of Preferred Stock pursuant to this Section B.5(c), the Series A Preferred Stock shall be on parity with the Series B Preferred Stock and shall not be included within the term "Series B Junior Stock." Any redemption of Series A Preferred Stock under this Section B.5(c) shall be at the Series A Redemption Price. Any Redemption of Series B Preferred Stock under this Section B.5(c) shall be at the price specified in Section B.3(a) above. (d) PRO RATA. If any redemption of either series of Preferred Stock shall be of less than all of the then outstanding shares of such series of Preferred Stock, such redemption shall be made so that the number of shares of such series of Preferred Stock held by each registered owner shall be reduced in an amount which shall bear the same ratio to the total number of shares of such series of Preferred Stock being so redeemed as the number of shares of such series of Preferred Stock then held by such registered owner bears to the aggregate number of shares of such series of Preferred Stock then outstanding; PROVIDED, HOWEVER, that the Corporation shall not be required to redeem fractional shares, and the shares of a series of Preferred Stock to be redeemed from any holder thereof may be rounded to the nearest full share. (e) (i) SERIES A REDEMPTION PRICE. The redemption price for each share of Series A Preferred Stock (the "Series A Redemption Price") redeemed pursuant to this Section B.5 shall be $3.19624976 (which amount shall be subject to Equitable Adjustment) plus all accrued and unpaid dividends thereon, if any, whether or not earned or declared, on such shares up to and including the date fixed for redemption. (ii) SERIES B REDEMPTION PRICE. The redemption price for each share of Series B Preferred Stock (the "Series B Redemption Price") redeemed pursuant to Section B.5(a)(i) or B.5(b) above (but not B.5(a)(iv) or B.5(c) above for which the price specified in Section B.3(a) shall apply) shall be equal to the greater of (1) $20.6185567 (which amount 11

shall be subject to Equitable Adjustment) plus all accrued and unpaid dividends thereon, if any, whether or not earned or declared, on such shares up to and including the date fixed for redemption or (2) the amount per share that would be received if each share of Series B Preferred Stock were converted into Common Stock and such Common Stock were redeemed at its fair market value, as determined in good faith by two-thirds of the members of the Board of Directors of the Corporation, but without any discount for lack of control. Any dispute between the Corporation and any holder or holders representing at least 10% of the outstanding shares of Series B Preferred Stock that arises in connection with such determination of fair market value shall be resolved as set forth in Section B.10. (f) REDEMPTION NOTICE. At least thirty (30) days but no more than sixty (60) days prior to each date fixed for redemption (the "Redemption Date") pursuant to Section B.5(a) or B.5(c) hereof, or promptly following the Corporation's receipt of the Event of Default Notice pursuant to Section B.5(b), the Corporation shall mail, postage prepaid, written notice (the "Redemption Notice") to each holder of record of the each series of Preferred Stock, at its address shown on the records of the Corporation; PROVIDED, HOWEVER, that the Corporation's failure to give such Redemption Notice shall in no way affect its obligation to redeem the shares of Preferred Stock as provided in Sections B.5(a) and B.5(b) hereof. The Redemption Notice shall contain the following information: (i) the number of shares of each series of Preferred Stock held by the holder which shall be redeemed by the Corporation and the total number of shares of each series of Preferred Stock held by all holders to be so redeemed; (ii) the Redemption Date, the Series A Redemption Price and the Series B Redemption Price; and (iii) that the holder is to surrender to the Corporation, at the place designated therein, its certificate or certificates representing the shares of Preferred Stock to be redeemed. (g) WAIVER OF REDEMPTION. (i) SERIES A PREFERRED STOCK. The Corporation's obligation to redeem all or any portion of the shares of Series A Preferred Stock pursuant to Sections B.5(a) or B.5(b) may be waived in whole or in part (such partial waiver to apply on a pro rata basis to all holders of shares of Series A Preferred Stock) by the written consent of the Majority A Holders. Such waiver shall be in writing and delivered to the Corporation before the Redemption Date applicable thereto and such waiver shall be on the terms and conditions specified therein. (ii) SERIES B PREFERRED STOCK. The Corporation's obligation to redeem all or any portion of any holder's shares of Series B Preferred Stock may be waived in whole or in part by such holder. Such waiver shall be in writing and delivered to the 12

Corporation before the Redemption Date applicable thereto and such waiver shall be on the terms and conditions specified therein. (h) SURRENDER OF CERTIFICATES. Each holder of shares of Preferred Stock to be redeemed shall surrender the certificate(s) representing such shares to the Corporation at the place designated in the Redemption Notice, and thereupon the redemption price for such shares as set forth in this Section B.5 shall be paid to the order of the person whose name appears on such certificate(s) and each surrendered certificate shall be canceled and retired. In the event some but not all of the shares of either series of Preferred Stock represented by a certificate(s) surrendered by a holder are being redeemed, the Corporation shall execute and deliver to or to the order of the holder, at the expense of the Corporation, a new certificate representing the number of shares of such series of Preferred Stock which were not redeemed. (i) DIVIDENDS AFTER REDEMPTION. From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price therefor, no shares of Preferred Stock subject to redemption shall be entitled to any further dividends pursuant to Section B.2 hereof or any other rights hereunder. (j) NO REISSUANCE OF PREFERRED STOCK. No share or shares of Preferred Stock (of either series) acquired by the Corporation by reason of redemption, purchase or otherwise shall be reissued, and all such shares shall be canceled, retired and eliminated from the shares which the Corporation shall be authorized to issue. The Corporation shall from time to time take such appropriate corporate action as may be necessary to reduce the authorized number of shares of each series Preferred Stock. (k) INSUFFICIENT FUNDS FOR REDEMPTION. If the funds of the Corporation legally available for redemption of Preferred Stock pursuant to Section B.5(a)(i) or Section B.5(c) only on any Redemption Date are insufficient to redeem in full all of the Preferred Stock to be so redeemed on such Redemption Date, the holders of such shares of Preferred Stock to be so redeemed shall share ratably in any funds legally available for redemption of such shares according to the respective amounts which would be payable with respect to the number of shares owned by them if the shares to be so redeemed on such Redemption Date were redeemed in full. If the funds of the Corporation legally available for redemption of Preferred Stock other than pursuant to Section B.5(a)(i) or B.5(c) on any Redemption Date are insufficient to redeem in full all of the Preferred Stock to be so redeemed on such Redemption Date, then until the Series B Redemption Price is paid in full, the holders of shares of Series B Preferred Stock shall share ratably in any funds legally available for redemption of such shares according to the respective amounts which would be payable with respect to the number of shares of Series B Preferred Stock owned by them if the shares of Series B Preferred Stock to be so redeemed on such Redemption Date were redeemed in full; thereafter, the holders of shares of Series A Preferred Stock shall share ratably in any funds legally available for redemption of such shares according to the respective amounts which would be payable with respect to the number of shares of Series A Preferred Stock owned by them if the shares to be so redeemed on such Redemption Date were redeemed in full. The shares of either series of 13

Preferred Stock not redeemed shall remain outstanding and entitled to all rights and preferences provided herein so long as such amounts remain unpaid, notwithstanding Section B.5(i) above. At any time thereafter when additional funds of the Corporation are legally available for the redemption of such shares of Preferred Stock, such funds will be used, immediately, to redeem the balance of such shares, or such portion thereof for which funds are then legally available, on the basis set forth above. 6. RESTRICTIONS AND LIMITATIONS. (a) AMENDMENTS TO CHARTER; CORPORATE ACTION-CONSENT OF ALL PREFERRED STOCK. Notwithstanding anything to the contrary contained herein, the Corporation shall not amend its Articles of Organization without the approval by vote or written consent of the Majority A Holders and the Majority B Holders. In addition, the Corporation will not take any other corporate action without such approval or consent of the Majority A Holders and the Majority B Holders, if such corporate action would: (i) authorize or issue, or obligate the Corporation to authorize or issue, additional shares of Preferred Stock or other class of security senior to or on a parity with the Series A Preferred Stock or Series B Preferred Stock with respect to liquidation preferences, dividend rights, voting rights (other than voting rights of Common Stock with one (1) vote per share), redemption rights; or (ii) merge or consolidate the Corporation with, or sell, assign, lease or otherwise dispose of or voluntarily part with the control of (whether in one transaction or in a series of transactions) all, or substantially all, of its assets or capital stock (whether now owned or hereinafter acquired) or sell, assign or otherwise dispose of (whether in one transaction or in a series of transactions) any asset or group of assets which is material to the business or operations of the Corporation and its subsidiaries, taken as a whole, or permit any subsidiary to do any of the foregoing, except for sales or other dispositions of assets in the ordinary course of business and except that (1) any subsidiary may merge into or consolidate with or transfer assets to any other subsidiary and (2) any subsidiary may merge into or transfer assets to the Corporation; or (iii) acquire or obligate the Corporation to acquire the stock or assets of any entity (other than a wholly-owned subsidiary of the Corporation) for consideration in excess of $10,000 in the aggregate in one or a series of related transactions; PROVIDED, HOWEVER, that investments in short-term U.S. government securities, bank certificates of deposit or other similar investments shall not be deemed a breach of this clause (iii). (b) CORPORATE ACTION-REQUIRED CONSENT OF SERIES B PREFERRED STOCK. In addition to the provisions of subparagraph (a), above, the Corporation will not take any corporate action without the approval of each of the holders of Series B Preferred Stock if such corporate action would: 14

(i) reduce the amount payable to the holders of Series B Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; or (ii) adversely affect the liquidation preferences, dividend rights, voting rights, redemption rights, conversion rights or other rights of the holders of Series B Preferred Stock. (c) CORPORATE ACTION-REQUIRED CONSENT OF SERIES A PREFERRED STOCK. In addition, the Corporation will not take any corporate action without the approval of the Majority A Holders if such corporate action would: (i) reduce the amount payable to the holders of Series A Preferred upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; or (ii) adversely affect the liquidation preferences, dividend rights, voting rights or redemption rights of the holders of Series A Preferred Stock. 7. NO IMPAIRMENT. The Corporation will not, by amendment of its Articles of Organization or through any reorganization, transfer of capital stock or assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of either series of Preferred Stock set forth herein, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Preferred Stock against impairment. Without limiting the generality of the foregoing the Corporation will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Corporation (if the Corporation is not the surviving person), unless such transaction is effected in accordance with Section B.6 and such other person shall expressly assume in writing and will be bound by all the terms of each series of Preferred Stock set forth herein. 8. NOTICES OF RECORD DATE. In the event of (a) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation, any merger or consolidation of the Corporation, or any transfer of all or substantially all of the assets of the Corporation or any subsidiary of the Corporation or any material and substantial asset or group of assets of the 15

Corporation or of any subsidiary of the Corporation to any other company, or any other entity or person, or (c) any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, then and in each such event the Corporation shall mail or cause to be mailed to each holder of Series A Preferred Stock and each holder of Series B Preferred Stock, a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right and a description of such dividend, distribution or right, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding up is expected to become effective, and (iii) the time, if any, that is to be fixed, as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding up. Such notice shall be delivered by hand, sent by reputable overnight courier service or electronic facsimile transmission (return receipt requested or mailed by first class mail, postage prepaid, at least thirty (30) days prior to the date specified in such notice on which such action is to be taken. 9. CONVERSION RIGHTS. The holders of Series B Preferred Stock shall have conversion rights as follows: (a) RIGHT TO CONVERT. Subject to and in compliance with the provisions of this Section B.9, any shares of Series B Preferred Stock may be converted at any time and from time to time into fully-paid and non-assessable shares of Common Stock. The number of shares of Common Stock to which each share of the Series B Preferred Stock shall be converted shall be computed by multiplying the number of shares of Series B Preferred Stock to be converted by $20.6185567 (which amount shall be subject to adjustment upon any subdivision of shares of Series B Preferred Stock or any issuance of additional shares of Series B Preferred Stock as a dividend or other distribution on outstanding Series B Preferred Stock) and dividing the result by the applicable Conversion Price then in effect. The initial Conversion Price shall be $20.6185567, subject to adjustment from time to time pursuant to this Section B.9. (b) VOLUNTARY CONVERSION. (i) At any time and from time to time, upon the written election of any holder of Series B Preferred Stock, all or any part of the shares of Series B Preferred Stock of such holder may be converted into a number of shares of Common Stock calculated in accordance with Section B.9(a) above. 16

(ii) At any time, upon the written election of holders of at least seventy percent (70%) in interest of the then outstanding shares of Series B Preferred Stock, all of the shares of Series B Preferred Stock then outstanding shall be converted into a number of shares of Common Stock calculated in accordance with Section B.9(a) above. (c) AUTOMATIC CONVERSION. Each share of Series B Preferred Stock outstanding shall automatically be converted into the number of shares of Common Stock into which such shares are convertible pursuant to the formula set forth in Section B.9(a) above at the then effective Conversion Price immediately upon the closing of an underwritten public offering (a "Qualified Public Offering") pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock of the Corporation of which the aggregate net proceeds attributable to sales for the account of the Corporation exceed $15,000,000 at a per share price to the public (as set forth in the final prospectus in connection with such public offering) equal to at least $41.2371134 (which amount shall be subject to Equitable Adjustment). (d) CONVERSION PROCEDURES. (i) Upon the occurrence of an event specified in subparagraphs (b)(ii) or (c) above, the outstanding shares of Series B Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; PROVIDED, HOWEVER, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless certificates evidencing such shares of the Series B Preferred Stock being converted are delivered to the Corporation or any transfer agent, or the holder notifies the Corporation or any transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith. (ii) Upon surrender at the principal executive office of the Corporation or the offices of the transfer agent for the Series B Preferred Stock or such office or offices in the continental United States of an agent for conversion as may from time to time be designated by notice to the holders of the Series B Preferred Stock by the Corporation, of either (x) the certificate or certificates representing the Series B Preferred Stock being converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto) or (y) an affidavit certifying that such certificate(s) has been lost, stolen or destroyed (along with an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith), in either case accompanied by written notice of conversion and the payment to the Corporation of a sum sufficient to cover any tax or governmental charge imposed with respect to the issuance of Common Stock in a name other than that of the holder of the Series B Preferred Stock being converted, the Corporation shall issue and send by hand delivery, by courier or by first class mail (postage prepaid) to the holder thereof or to such holder's designee, at the address designated by such holder, a certificate or certificates for the number 17

of shares of Common Stock to which such holder shall be entitled upon conversion, and the Corporation shall pay to the holder of the Series B Preferred Stock being converted an amount equal to all accrued and unpaid dividends thereon, whether or not earned or declared, up to and including the effective date of conversion. (e) EFFECTIVE DATE OF CONVERSION. The issuance by the Corporation of shares of Common Stock upon a conversion of Series B Preferred Stock into shares of Common Stock shall be effective as to any holder upon the earliest of the date that holders of at least seventy percent (70%) of the then outstanding shares of Series B Preferred Stock or such holder of Series B Preferred Stock shall have elected conversion pursuant to Section B.9(b) hereof by notice to the Corporation to such effect or immediately prior to the closing of a Qualified Public Offering, as applicable. On and after the effective date of conversion, the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock. (f) FRACTIONAL SHARES. The Corporation shall not be obligated to deliver to holders of Series B Preferred Stock any fractional share of Common Stock issuable upon any conversion of such Series B Preferred Stock, but in lieu thereof may make a cash payment in respect thereof in any manner permitted by law. (g) RESERVATION OF COMMON STOCK. The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of Series B Preferred Stock as herein provided, free from any preemptive rights or other obligations, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the Series B Preferred Stock then outstanding, provided that the shares of Common Stock so reserved shall not be reduced or affected in any manner whatsoever so long as any shares of Series B Preferred Stock are outstanding. The Corporation shall prepare and shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all requirements as to registration, qualification or listing of the Common Stock, in order to enable the Corporation lawfully to issue and deliver to each holder of record of Series B Preferred Stock such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion of all Series B Preferred Stock then outstanding and convertible into shares of Common Stock. (h) ADJUSTMENTS TO CONVERSION PRICE. The Conversion Price in effect from time to time shall be subject to adjustment, regardless of whether any shares of Series B Preferred Stock are then issued and outstanding, as follows: (i) STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. Upon the issuance of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock or other capital stock, the subdivision of outstanding shares of Common Stock into a greater number of shares of Common Stock, or the combination of outstanding shares of Common Stock into a smaller number of shares of the Common Stock, 18

the Conversion Price shall, simultaneously with the happening of such dividend, subdivision or split be adjusted by multiplying the then effective Conversion Price by a fraction, the NUMERATOR of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the DENOMINATOR of which shall be the number of shares of Common Stock outstanding immediately after such event. An adjustment made pursuant to this Section B.9(h)(i) shall be given effect, upon payment of such a dividend or distribution, as of the record date for the determination of stockholders entitled to receive such dividend or distribution (on a retroactive basis) and in the case of a subdivision or combination shall become effective immediately as of the effective date thereof. (ii) SALE OF COMMON STOCK. In the event the Corporation shall at any time, or from time to time, issue, sell or exchange any shares of Common Stock (including shares held in the Corporation's treasury but excluding (i) up to 206,620 shares of Common Stock (as appropriately adjusted for stock splits, stock dividends and the like) issued or to be issued to officers, directors, employees, consultants or agents of the Corporation or upon the exercise of options or other rights issued or to be issued to such officers, directors, employees, consultants or agents pursuant to the Corporation's 1996 Stock Option and Grant Plan, (ii) up to 431,756 shares of Common Stock (as appropriately adjusted for stock splits, stock dividends and the like) issuable upon exercise or conversion of the Warrants and (iii) the shares of Common Stock issuable upon conversion of the Series B Preferred Stock (collectively, (the "Excluded Shares")), for a consideration per share less than the Conversion Price in effect immediately prior to the issuance, sale or exchange of such shares, then, and thereafter successively upon each such issuance, sale or exchange, the Conversion Price in effect immediately prior to the issuance, sale or exchange of such shares shall forthwith be reduced to an amount determined by multiplying such Conversion Price by a fraction: (1) the NUMERATOR of which shall be (i) the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares of Common Stock (excluding treasury shares but including all shares of Common Stock issuable upon conversion, exchange or exercise of any outstanding Preferred Stock, options, warrants, rights or other convertible or exchangeable securities), plus (ii) the number of shares of Common Stock which the net aggregate consideration received by the Corporation for the total number of such additional shares of Common Stock so issued would purchase at the Conversion Price (prior to adjustment), and (2) the DENOMINATOR of which shall be (i) the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares of Common Stock (excluding treasury shares but including all shares of Common Stock issuable upon conversion or exercise of any outstanding Preferred Stock, options, warrants, rights or other convertible or exchangeable securities), plus (ii) the number of such additional shares of Common Stock so issued. 19

(iii) SALE OF OPTIONS, RIGHTS OR CONVERTIBLE SECURITIES. In the event the Corporation shall at any time or from time to time, issue options, warrants or rights to subscribe for shares of Common Stock (other than any options for Excluded Shares), or issue any securities convertible into or exchangeable for shares of Common Stock (or any options, warrants, or rights to subscribe for such convertible or exchangeable securities), for a consideration per share (determined by dividing the Net Aggregate Consideration (as determined below) by the aggregate number of shares of Common Stock that would be issued if all such options, warrants, rights or convertible or exchangeable securities were exercised, converted or exchanged to the fullest extent permitted by their terms) less than the Conversion Price in effect immediately prior to the issuance of such options or rights or convertible or exchangeable securities, the Conversion Price in effect immediately prior to the issuance of such options, warrants or rights or convertible or exchangeable securities shall forthwith be reduced to an amount determined by multiplying such Conversion Price by a fraction: (1) the NUMERATOR of which shall be (i) the number of shares of Common Stock outstanding immediately prior to the issuance of such options, rights or convertible securities (excluding treasury shares but including all shares of Common Stock issuable upon conversion or exercise of any outstanding Preferred Stock, options, warrants, rights or other convertible or exchangeable securities), plus (ii) the number of shares of Common Stock which the net aggregate amount of consideration received by the Corporation for the issuance of such options, warrants, rights or other convertible or exchangeable securities, plus the minimum amount set forth in the terms of such security as payable to the Corporation upon the exercise, exchange or conversion thereof (the "Net Aggregate Consideration") would purchase at the Conversion Price (prior to adjustment), and (2) the DENOMINATOR of which shall be (i) the number of shares of Common Stock outstanding immediately prior to the issuance of such options, warrants, rights or convertible or exchangeable securities (excluding treasury shares but including all shares of Common Stock issuable upon conversion, exchange or exercise of any outstanding Preferred Stock, options, warrants, rights or other convertible or exchangeable securities), plus (ii) the aggregate number of shares of Common Stock that would be issued if all such options, warrants, rights or other convertible or exchangeable securities were exercised, exchanged or converted. (iv) EXPIRATION OR CHANGE IN PRICE OR NUMBER OF SHARES. If the consideration per share and/or the number of shares issuable provided for in any options or rights to subscribe for shares of Common Stock or any securities exchangeable for or convertible into shares of Common Stock (other than options, warrants or convertible securities for Excluded Shares), changes at any time (other than in connection with a transaction provided for elsewhere in this Section B.9 and for which adjustment has been made pursuant to this Section B.9), the Conversion Price in effect at the time of such change shall be 20

readjusted to the Conversion Price which would have been in effect at such time had such options, rights or exchangeable or convertible securities provided for such changed consideration and/or changed number of shares issuable per share (determined as provided in Section B.9(h)(iii) hereof), at the time initially granted, issued or sold (subject to any intervening adjustments); PROVIDED, that such adjustment of the Conversion Price will be made only as and to the extent that the Conversion Price effective upon such adjustment remains less than or equal to the Conversion Price that would be in effect if such options, rights or securities had not been issued. No adjustment of the Conversion Price shall be made under this Section B.9 upon the issuance of any shares of Common Stock which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities if an adjustment shall previously have been made upon the issuance of such warrants, options or other rights. Any adjustment of the Conversion Price shall be disregarded and rescinded if (but only to the extent), as, and when the rights to acquire shares of Common Stock upon exercise or conversion of the warrants, options, rights or convertible securities which gave rise to such adjustment expire or are canceled without having been exercised, so that the Conversion Price effective immediately upon such cancellation or expiration shall be equal to the Conversion Price in effect at the time of the issuance of the expired or canceled warrants, options, rights or convertible securities (subject to any intervening adjustments), with such additional adjustments as would have been made to that Conversion Price had the expired or canceled warrants, options, rights or convertible securities not been issued. (i) MERGERS AND OTHER REORGANIZATIONS. If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section B.9) or a merger or consolidation of the Corporation with or into another corporation or the sale of all or substantially all of the Corporation's properties and assets to any other person, then, as a part of and as a condition to the effectiveness of such reorganization, merger, consolidation or sale, lawful and adequate provision shall be made so that the holders of the Series B Preferred Stock shall thereafter be entitled to receive upon conversion of the Series B Preferred Stock the kind and amount of shares of stock or other securities or property resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon such conversion would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate provisions shall be made with respect to the rights of the holders of the Series B Preferred Stock after the reorganization, merger, consolidation or sale to the end that the provisions of this Section B.9 (including without limitation provisions for adjustment of the Conversion Price and the number of shares purchasable upon conversion of the Series B Preferred Stock) shall thereafter be applicable, as nearly as may be, with respect to any shares of stock, securities or assets to be deliverable thereafter upon the conversion of the Series B Preferred Stock. Upon the occurrence of a Liquidation Event (as defined in Section B.3(b)), each holder of Series B Preferred Stock shall have the option, upon written election of such holder, of 21

having its shares of Series B Preferred Stock treated under either this Section B.9(i) or Section B.5(a)(iv) hereof. (j) OTHER ADJUSTMENTS. In the event the Corporation shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation other than shares of Common Stock, then and in each such event lawful and adequate provision shall be made so that the holders of Series B Preferred Stock shall receive upon conversion thereof in addition to the number of shares of Common Stock receivable thereupon, the number of securities of the Corporation which they would have received had their Series B Preferred Stock been converted into Common Stock on the date of such event and had they thereafter, during the period from the date of such event to and including the effective date of the conversion, retained such securities receivable by them as aforesaid during such period, giving application to all adjustments called for during such period under this Section B.9 as applied to such distributed securities. If the Common Stock issuable upon the conversion of the Series B Preferred Stock shall be changed into the same or different number of shares of any class or classes of stock, whether by reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section B.9), then and in each such event the holder of each share of Series B Preferred Stock shall have the right thereafter to convert such share of Series B Preferred Stock into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change, by holders of the number of shares of Common Stock into which such shares of Series B Preferred Stock might have been converted immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein. (k) NOTICES. In each case of an adjustment or readjustment of the Conversion Price, the Corporation will furnish each holder of Series B Preferred Stock with a certificate, prepared by the Chief Financial Officer of the Corporation, showing such adjustment or readjustment, and stating in detail the facts upon which such adjustment or readjustment is based. In the event of any dispute between the Corporation and holders representing at least 10% of the outstanding Series B Preferred Stock regarding such adjustment or readjustment, the Corporation and such holders of the Series B Preferred Stock shall first use their best efforts to resolve such dispute among themselves or to agree upon the selection of the firm of independent certified public accountants of recognized standing (each, an "Independent Accounting Firm"), to make a final and binding determination of the adjustment or readjustment. If the parties are unable to resolve the dispute or to agree upon an Independent Accounting Firm within 30 calendar days after the commencement of efforts to resolve the dispute, a majority-in-interest of such holders, on one hand, and the Corporation, on the other hand, shall each select an Independent Accounting Firm within 30 days after the conclusion of such initial 30 day period. Within 10 days after such selection, each such Independent Accounting Firm shall select a third Independent Accounting Firm to make a final and binding 22

determination of such adjustment or readjustment. Each of the Corporation, on the one hand, and such holders of the Series B Preferred Stock, on the other hand, shall be responsible for the fees and expenses of the Independent Accounting Firm selected by such party(ies). The determination of the Independent Accounting Firm selected by agreement of the parties or selected by their respective Independent Accounting Firms shall be final and binding on the Corporation and the holders and the expenses of such Independent Accounting Firm shall be borne one-half by the Corporation and one-half by such holders, pro rata in proportion to the number of shares of Series B Preferred Stock owned by each such holder. (l) OTHER DILUTIVE EVENTS. If any other transaction or event (other than those explicitly referred to in this Section B.9) shall occur as to which the other provisions of this Section B.9 are not strictly applicable but the failure to make any adjustment to the Conversion Price or any of the other terms of the Series B Preferred Stock would not fairly protect the conversion or other rights of the holders of the Series B Preferred Stock set forth herein in accordance with the essential intent and principles hereof, then, and as a condition to the consummation of any such transaction or event, and in each such case, the Corporation and the Majority B Holders shall appoint an Independent Accounting Firm (in the manner provided in the preceding subparagraph (k)) which shall give its opinion as to the adjustment, if any, on a basis consistent with the essential intent and principle established in this Section B.9(l), necessary to preserve, without dilution, the rights of the holders of the Series B Preferred Stock. 10. DISPUTES AS TO FAIR MARKET VALUE. In the event of any dispute between the Corporation and any holder or holders representing at least 10% of the outstanding shares of any class of Preferred Stock regarding the determination of fair market value of any property or security, the Corporation and such holders of such class of Preferred Stock shall first use their best efforts to resolve such dispute among themselves or to agree upon the selection of an independent, non-affiliated appraiser of recognized standing with at least five (5) years of experience in the relevant industry (each an "Independent Appraiser") to make a final and binding determination of the fair market value of such property or security (without any discount for lack of control, if applicable). If the parties are unable to resolve the dispute or to agree upon an Independent Appraiser within thirty (30) calendar days after the commencement of efforts to resolve the dispute, a majority-in-interest of such holders of such class of Preferred Stock and the Corporation each shall select an Independent Appraiser within thirty (30) days after the conclusion of such initial thirty (30) day period. Within ten (10) days after such selection, such Independent Appraisers shall select a third non-affiliated appraiser of recognized standing with at least five (5) years experience in the relevant industry (the "Third Appraiser") to make a final and binding determination of the fair market value of such property or security (without any discount for lack of control, if applicable). Each of the Corporation, on the one hand, and such holders of the shares of such class of Preferred Stock, on the other hand, shall be responsible for the fees and expenses of the Independent Appraiser selected by such party(ies). The determination of the Independent Appraiser selected by agreement of the parties or the Third Appraiser selected as provided above (as the case may be) shall be final and binding on the Corporation and the holders, and the expenses of such 23

agreed upon Independent Appraiser or Third Appraiser (as the case may be) shall be borne one-half by the Corporation and one-half by such holders, pro-rata in proportion to the number of shares of such class of Preferred Stock owned by each such holder. C. UNDESIGNATED PREFERRED STOCK The Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law, to provide for the issuance of the shares of Undesignated Preferred Stock in one or more series of such stock, and by filing a certificate pursuant to applicable law of the State of Delaware, to establish or change from time to time the number of shares of each such series, and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof. ARTICLE V STOCKHOLDER ACTION 1. ACTION WITHOUT MEETING. Except as otherwise provided herein, any action required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders and may not be taken or effected by a written consent of stockholders in lieu thereof. 2. SPECIAL MEETINGS. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation. ARTICLE VI DIRECTORS 1. GENERAL. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided herein or required by law. 2. ELECTION OF DIRECTORS. Election of Directors need not be by written ballot unless the By-laws of the Corporation (the "By-laws") shall so provide. 24

3. NUMBER OF DIRECTORS; TERM OF OFFICE. The number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series or class of Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes, as nearly equal in number as reasonably possible. The initial Class I Directors of the Corporation shall be Christopher W. Dick, Robert Dishman and Richard C. Klaffky, Jr.; the initial Class II Directors of the Corporation shall be David Green and John F. Kennedy; and the initial Class III Directors of the Corporation shall be Chane Graziano and Earl R. Lewis. The initial Class I Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2001, the initial Class II Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2002, and the initial Class III Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2003. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation or removal. Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series or class of Preferred Stock shall have the right, voting separately as a series or together with holders of other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable thereto. 4. VACANCIES. Subject to the rights, if any, of the holders of any series or class of Preferred Stock to elect Directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an increase in size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board of Directors, and not by the stockholders. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director's successor shall have been duly elected and qualified or until his or her earlier resignation or removal. Subject to the rights, if any, of the holders of any series or class of Preferred Stock to elect Directors, when the number of Directors is increased or decreased, the Board of Directors shall, subject to Article VI.3 hereof, determine the class or classes to which the increased or decreased number of Directors shall be apportioned; PROVIDED, HOWEVER, that no decrease in the number of Directors shall shorten the term of any incumbent Director. 5. REMOVAL. Subject to the rights, if any, of any series or class of Preferred Stock to elect Directors and to remove any Director whom the holders of any such stock have the 25

right to elect, any Director (including persons elected by Directors to fill vacancies in the Board of Directors) may be removed from office (i) only with cause and (ii) only by the affirmative vote of the holders of 75% or more of the shares then entitled to vote at an election of Directors. At least forty-five (45) days prior to any meeting of stockholders at which it is proposed that any Director be removed from office, written notice of such proposed removal and the alleged grounds thereof shall be sent to the Director whose removal will be considered at the meeting. ARTICLE VII LIMITATION OF LIABILITY A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (a) for any breach of the Director's duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this Article VII by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not adversely affect any right or protection existing at the time of such repeal or modification with respect to any acts or omissions occurring before such repeal or modification of a person serving as a Director at the time of such repeal or modification. ARTICLE VIII AMENDMENT OF BY-LAWS 1. AMENDMENT BY DIRECTORS. Except as otherwise provided by law, the By-laws of the Corporation may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the Directors then in office. 2. AMENDMENT BY STOCKHOLDERS. The By-laws of the Corporation may be amended or repealed at any annual meeting of stockholders, or special meeting of stockholders called for such purpose as provided in the By-laws, by the affirmative vote of at least 75% of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class; PROVIDED, HOWEVER, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority 26

of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class. ARTICLE IX AMENDMENT OF CERTIFICATE OF INCORPORATION The Corporation reserves the right to amend or repeal this Certificate in the manner now or hereafter prescribed by statute and this Certificate, and all rights conferred upon stockholders herein are granted subject to this reservation. Whenever any vote of the holders of voting stock is required to amend or repeal any provision of this Certificate, and in addition to any other vote of holders of voting stock that is required by this Certificate or by law, such amendment or repeal shall require the affirmative vote of the majority of the outstanding shares entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the outstanding shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose; PROVIDED, HOWEVER, that the affirmative vote of not less than 75% of the outstanding shares entitled to vote on such amendment or repeal, and the affirmative vote of not less than 75% of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of Article V, Article VI, Article VII or Article IX of this Certificate. [End of Text] 27

THIS AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as of this ____ day of _______, 2000 HARVARD BIOSCIENCE, INC. By: ------------------------------------ Name: ------------------------------- Title: -------------------------------

Exhibit 3.2 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HARVARD BIOSCIENCE, INC. Harvard Bioscience, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The name of the Corporation is Harvard Bioscience, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was September 8, 2000 (the "Original Certificate"). The name under which the Corporation filed the Original Certificate was Harvard Bioscience, Inc. 2. This Second Amended and Restated Certificate of Incorporation (the "Certificate") amends, restates and integrates the provisions of the Amended and Restated Certificate of Incorporation that was filed with the Secretary of State of the State of Delaware on [INSERT DATE] (the "Amended and Restated Certificate"), and was duly adopted in accordance with the provisions of Sections 242 and 245 of the Delaware General Corporation Law (the "DGCL"). 3. The text of the Amended and Restated Certificate is hereby amended and restated in its entirety to provide as herein set forth in full. ARTICLE I The name of the Corporation is Harvard Bioscience, Inc. ARTICLE II The address of the Corporation's registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV CAPITAL STOCK The total number of shares of capital stock which the Corporation shall have authority to issue is eighty-five million (85,000,000) shares, of which (i) eighty million (80,000,000) shares shall be a class designated as common stock, par value $.01 per share (the "Common Stock"), and (ii) five million (5,000,000) shares shall be a class designated as undesignated preferred stock, par value $.01 per share (the "Undesignated Preferred Stock"). The number of authorized shares of the class of Undesignated Preferred Stock may from time to time be increased or decreased (but not below the number of shares outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote, without a vote of the holders of the Undesignated Preferred Stock (except as otherwise provided in any certificate of designations of any series of Undesignated Preferred Stock). The powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall be determined in accordance with, or as set forth below in, this Article IV. A. COMMON STOCK Subject to all the rights, powers and preferences of the Undesignated Preferred Stock and except as provided by law or in this Article IV (or in any certificate of designations of any series of Undesignated Preferred Stock): (a) the holders of the Common Stock shall have the exclusive right to vote for the election of directors of the Corporation (the "Directors") and on all other matters requiring stockholder action, each outstanding share entitling the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; PROVIDED, HOWEVER, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (or on any amendment to a certificate of designations of any series of Undesignated Preferred Stock) that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Undesignated Preferred Stock if the holders of such affected series are entitled to vote, either separately or together with the holders of one or more other such series, on such amendment pursuant to this Certificate (or pursuant to a certificate of designations of any series of Undesignated Preferred Stock) or pursuant to the DGCL; (b) dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends, but only when and as declared by the Board of Directors of the Corporation (the "Board of Directors") or any authorized committee thereof; and 2

(c) upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock. B. UNDESIGNATED PREFERRED STOCK The Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law, to provide for the issuance of the shares of Undesignated Preferred Stock in one or more series of such stock, and by filing a certificate pursuant to applicable law of the State of Delaware, to establish or change from time to time the number of shares of each such series, and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof. ARTICLE V STOCKHOLDER ACTION 1. ACTION WITHOUT MEETING. Except as otherwise provided herein, any action required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders and may not be taken or effected by a written consent of stockholders in lieu thereof. 2. SPECIAL MEETINGS. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation. ARTICLE VI DIRECTORS 1. GENERAL. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided herein or required by law. 2. ELECTION OF DIRECTORS. Election of Directors need not be by written ballot unless the By-laws of the Corporation (the "By-laws") shall so provide. 3

3. NUMBER OF DIRECTORS; TERM OF OFFICE. The number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Undesignated Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes, as nearly equal in number as reasonably possible. The initial Class I Directors of the Corporation shall be Christopher W. Dick, Robert Dishman and Richard C. Klaffky, Jr.; the initial Class II Directors of the Corporation shall be David Green and John F. Kennedy; and the initial Class III Directors of the Corporation shall be Chane Graziano and Earl R. Lewis. The initial Class I Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2001, the initial Class II Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2002, and the initial Class III Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2003. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation or removal. Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Undesignated Preferred Stock shall have the right, voting separately as a series or together with holders of other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable thereto. 4. VACANCIES. Subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock to elect Directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an increase in size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board of Directors, and not by the stockholders. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director's successor shall have been duly elected and qualified or until his or her earlier resignation or removal. Subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock to elect Directors, when the number of Directors is increased or decreased, the Board of Directors shall, subject to Article VI.3 hereof, determine the class or classes to which the increased or decreased number of Directors shall be apportioned; PROVIDED, HOWEVER, that no decrease in the number of Directors shall shorten the term of any incumbent Director. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, shall exercise the powers of the full Board of Directors until the vacancy is filled. 4

5. REMOVAL. Subject to the rights, if any, of any series of Undesignated Preferred Stock to elect Directors and to remove any Director whom the holders of any such stock have the right to elect, any Director (including persons elected by Directors to fill vacancies in the Board of Directors) may be removed from office (i) only with cause and (ii) only by the affirmative vote of the holders of 75% or more of the shares then entitled to vote at an election of Directors. At least forty-five (45) days prior to any meeting of stockholders at which it is proposed that any Director be removed from office, written notice of such proposed removal and the alleged grounds thereof shall be sent to the Director whose removal will be considered at the meeting. ARTICLE VII LIMITATION OF LIABILITY A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (a) for any breach of the Director's duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this Article VII by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not adversely affect any right or protection existing at the time of such repeal or modification with respect to any acts or omissions occurring before such repeal or modification of a person serving as a Director at the time of such repeal or modification. ARTICLE VIII AMENDMENT OF BY-LAWS 1. AMENDMENT BY DIRECTORS. Except as otherwise provided by law, the By-laws of the Corporation may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the Directors then in office. 2. AMENDMENT BY STOCKHOLDERS. The By-laws of the Corporation may be amended or repealed at any annual meeting of stockholders, or special meeting of stockholders called for such purpose as provided in the By-laws, by the affirmative vote of at least 75% of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class; PROVIDED, HOWEVER, that if the Board of 5

Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class. ARTICLE IX AMENDMENT OF CERTIFICATE OF INCORPORATION The Corporation reserves the right to amend or repeal this Certificate in the manner now or hereafter prescribed by statute and this Certificate, and all rights conferred upon stockholders herein are granted subject to this reservation. Whenever any vote of the holders of voting stock is required to amend or repeal any provision of this Certificate, and in addition to any other vote of holders of voting stock that is required by this Certificate or by law, such amendment or repeal shall require the affirmative vote of the majority of the outstanding shares entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the outstanding shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose; PROVIDED, HOWEVER, that the affirmative vote of not less than 75% of the outstanding shares entitled to vote on such amendment or repeal, and the affirmative vote of not less than 75% of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of Article V, Article VI, Article VII or Article IX of this Certificate. [End of Text] 6

THIS SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as of this ____ day of _______, 2000. HARVARD BIOSCIENCE, INC. By: -------------------------------- Name: -------------------------- Title: --------------------------

Exhibit 3.3 FORM OF AMENDED AND RESTATED BY-LAWS OF HARVARD BIOSCIENCE, INC. (the "Corporation") ARTICLE I STOCKHOLDERS SECTION 1. ANNUAL MEETING. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an "Annual Meeting") shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may subsequently be changed at any time by vote of the Board of Directors. If no Annual Meeting has been held for a period of thirteen months after the Corporation's last Annual Meeting, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of these By-laws or otherwise, all the force and effect of an Annual Meeting. Any and all references hereafter in these By-laws to an Annual Meeting or Annual Meetings also shall be deemed to refer to any special meeting(s) in lieu thereof. SECTION 2. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS. (a) ANNUAL MEETINGS OF STOCKHOLDERS. (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an Annual Meeting (a) pursuant to the Corporation's notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this By-law, who is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with the notice procedures set forth in this By-law. In addition to the other requirements set forth in this By-law, for any proposal of business to be considered at an Annual Meeting, it must be a proper subject for action by stockholders of the Corporation under Delaware law. (2) For nominations or other business to be properly brought before an Annual Meeting by a stockholder pursuant to clause (c) of paragraph (a)(1) of this By-law, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of

business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's Annual Meeting; provided, however, that in the event that the date of the Annual Meeting is advanced by more than 30 days before or delayed by more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such Annual Meeting and not later than the close of business on the later of the 90th day prior to such Annual Meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Notwithstanding anything to the contrary provided herein, for the first Annual Meeting following the initial public offering of common stock of the Corporation, a stockholder's notice shall be timely if delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 90th 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 first made or sent by the Corporation. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made, and the names and addresses of other stockholders known by the stockholder proposing such business to support such proposal, and the class and number of shares of the Corporation's capital stock beneficially owned by such other stockholders; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner, and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner. (3) Notwithstanding anything in the second sentence of paragraph (a)(2) of this By-law to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 85 days prior to the first anniversary of the preceding year's Annual Meeting, a stockholder's notice required by this By-law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal 2

executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation. (b) GENERAL. (1) Only such persons who are nominated in accordance with the provisions of this By-law shall be eligible for election and to serve as directors and only such business shall be conducted at an Annual Meeting as shall have been brought before the meeting in accordance with the provisions of this By-law. The Board of Directors or a designated committee thereof shall have the power to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the provisions of this By-law. If neither the Board of Directors nor such designated committee makes a determination as to whether any stockholder proposal or nomination was made in accordance with the provisions of this By-law, the presiding officer of the Annual Meeting shall have the power and duty to determine whether the stockholder proposal or nomination was made in accordance with the provisions of this By-law. If the Board of Directors or a designated committee thereof or the presiding officer, as applicable, determines that any stockholder proposal or nomination was not made in accordance with the provisions of this By-law, such proposal or nomination shall be disregarded and shall not be presented for action at the Annual Meeting. (2) For purposes of this By-law, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. (3) Notwithstanding the foregoing provisions of this By-law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-law. Nothing in this By-law shall be deemed to affect any rights of (i) stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) the holders of any series of Undesignated Preferred Stock to elect directors under specified circumstances. SECTION 3. SPECIAL MEETINGS. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation. 3

SECTION 4. NOTICE OF MEETINGS; ADJOURNMENTS. A written notice of each Annual Meeting stating the hour, date and place of such Annual Meeting shall be given not less than 10 days nor more than 60 days before the Annual Meeting, to each stockholder entitled to vote thereat by delivering such notice to such stockholder or by mailing it, postage prepaid, addressed to such stockholder at the address of such stockholder as it appears on the Corporation's stock transfer books. Such notice shall be deemed to be given when hand delivered to such address or deposited in the mail so addressed, with postage prepaid. Notice of all special meetings of stockholders shall be given in the same manner as provided for Annual Meetings, except that the written notice of all special meetings shall state the purpose or purposes for which the meeting has been called. Notice of an Annual Meeting or special meeting of stockholders need not be given to a stockholder if a written waiver of notice is signed before or after such meeting by such stockholder or if such stockholder attends such meeting, unless such attendance was for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Annual Meeting or special meeting of stockholders need be specified in any written waiver of notice. The Board of Directors may postpone and reschedule any previously scheduled Annual Meeting or special meeting of stockholders and any record date with respect thereto, regardless of whether any notice or public disclosure with respect to any such meeting has been sent or made pursuant to Section 2 of this Article I of these By-laws or otherwise. In no event shall the public announcement of an adjournment, postponement or rescheduling of any previously scheduled meeting of stockholders commence a new time period for the giving of a stockholder's notice under Section 2 of this Article I of these By-laws. When any meeting is convened, the presiding officer may adjourn the meeting if (a) no quorum is present for the transaction of business, (b) the Board of Directors determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the Board of Directors determines has not been made sufficiently or timely available to stockholders, or (c) the Board of Directors determines that adjournment is otherwise in the best interests of the Corporation. When any Annual Meeting or special meeting of stockholders is adjourned to another hour, date or place, notice need not be given of the adjourned meeting other than an announcement at the meeting at which the adjournment is taken of the hour, date and place to which the meeting is adjourned; provided, however, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat and each stockholder who, by law or under the Certificate of Incorporation of the Corporation (as the same may hereafter be amended and/or restated, the "Certificate") or these By-laws, is entitled to such notice. 4

SECTION 5. QUORUM. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders. If less than a quorum is present at a meeting, the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 5 of this Article I. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. SECTION 6. VOTING AND PROXIES. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the stock ledger of the Corporation, unless otherwise provided by law or by the Certificate. Stockholders may vote either (i) in person, (ii) by written proxy or (iii) by a transmission permitted by Section 212(c) of the Delaware General Corporation Law ("DGCL"). Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission permitted by Section212(c) of the DGCL may be substituted for or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. Proxies shall be filed in accordance with the procedures established for the meeting of stockholders. Except as otherwise limited therein or as otherwise provided by law, proxies authorizing a person to vote at a specific meeting shall entitle the persons authorized thereby to vote at any adjournment of such meeting, but they shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by or on behalf of any one of them unless at or prior to the exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them. SECTION 7. ACTION AT MEETING. When a quorum is present at any meeting of stockholders, any matter before any such meeting (other than an election of a director or directors) shall be decided by a majority of the votes properly cast for and against such matter, except where a larger vote is required by law, by the Certificate or by these By-laws. Any election of directors by stockholders shall be determined by a plurality of the votes properly cast on the election of directors. The Corporation shall not directly or indirectly vote any shares of its own stock; provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law. SECTION 8. STOCKHOLDER LISTS. The Secretary or an Assistant Secretary (or the Corporation's transfer agent or other person authorized by these By-laws or by law) shall prepare and make, at least 10 days before every Annual Meeting or special meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares 5

registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the hour, date and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. SECTION 9. PRESIDING OFFICER. The Chairman of the Board, if one is elected, or if not elected or in his or her absence, the President, shall preside at all Annual Meetings or special meetings of stockholders and shall have the power, among other things, to adjourn such meeting at any time and from time to time, subject to Sections 5 and 6 of this Article I. The order of business and all other matters of procedure at any meeting of the stockholders shall be determined by the presiding officer. SECTION 10. INSPECTORS OF ELECTIONS. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the presiding officer shall appoint one or more inspectors to act at the meeting. Any inspector may, but need not, be an officer, employee or agent of the Corporation. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall perform such duties as are required by the DGCL, including the counting of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. The presiding officer may review all determinations made by the inspectors, and in so doing the presiding officer shall be entitled to exercise his or her sole judgment and discretion and he or she shall not be bound by any determinations made by the inspectors. All determinations by the inspectors and, if applicable, the presiding officer, shall be subject to further review by any court of competent jurisdiction. ARTICLE II DIRECTORS SECTION 1. POWERS. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided by the Certificate or required by law. 6

SECTION 2. NUMBER AND TERMS. The number of directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The directors shall hold office in the manner provided in the Certificate. SECTION 3. QUALIFICATION. No director need be a stockholder of the Corporation. SECTION 4. VACANCIES. Vacancies in the Board of Directors shall be filled in the manner provided in the Certificate. SECTION 5. REMOVAL. Directors may be removed from office in the manner provided in the Certificate. SECTION 6. RESIGNATION. A director may resign at any time by giving written notice to the Chairman of the Board, if one is elected, the President or the Secretary. A resignation shall be effective upon receipt, unless the resignation otherwise provides. SECTION 7. REGULAR MEETINGS. The regular annual meeting of the Board of Directors shall be held, without notice other than this Section 7, on the same date and at the same place as the Annual Meeting following the close of such meeting of stockholders. Other regular meetings of the Board of Directors may be held at such hour, date and place as the Board of Directors may by resolution from time to time determine and publicize by means of reasonable notice given to any director who is not present at the meeting at which such resolution is adopted. SECTION 8. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called, orally or in writing, by or at the request of a majority of the directors, the Chairman of the Board, if one is elected, or the President. The person calling any such special meeting of the Board of Directors may fix the hour, date and place thereof. SECTION 9. NOTICE OF MEETINGS. Notice of the hour, date and place of all special meetings of the Board of Directors shall be given to each director by the Secretary or an Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the Chairman of the Board, if one is elected, or the President or such other officer designated by the Chairman of the Board, if one is elected, or the President. Notice of any special meeting of the Board of Directors shall be given to each director in person, by telephone, or by facsimile, electronic mail or other form of electronic communication, sent to his or her business or home address, at least 24 hours in advance of the meeting, or by written notice mailed to his or her business or home address, at least 48 hours in advance of the meeting. Such notice shall be deemed to be delivered when hand delivered to such address, read to such director by telephone, deposited in the mail so addressed, with postage thereon prepaid if mailed, dispatched or transmitted if faxed, telexed or telecopied, or when delivered to the telegraph company if sent by telegram. 7

A written waiver of notice signed before or after a meeting by a director and filed with the records of the meeting shall be deemed to be equivalent to notice of the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because such meeting is not lawfully called or convened. Except as otherwise required by law, by the Certificate or by these By-laws, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. SECTION 10. QUORUM. At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 9 of this Article II. Any business which might have been transacted at the meeting as originally noticed may be transacted at such adjourned meeting at which a quorum is present. For purposes of this section, the total number of directors includes any unfilled vacancies on the Board of Directors. SECTION 11. ACTION AT MEETING. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of the directors present shall constitute action by the Board of Directors, unless otherwise required by law, by the Certificate or by these By-laws. SECTION 12. ACTION BY CONSENT. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing. Such written consent shall be filed with the records of the meetings of the Board of Directors and shall be treated for all purposes as a vote at a meeting of the Board of Directors. SECTION 13. MANNER OF PARTICIPATION. Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting for purposes of these By-laws. SECTION 14. COMMITTEES. The Board of Directors, by vote of a majority of the directors then in office, may elect from its number one or more committees, including, without limitation, an Executive Committee, a Compensation Committee, a Stock Option Committee and an Audit Committee, and may delegate thereto some or all of its powers except those which by law, by the Certificate or by these By-laws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by 8

these By-laws for the Board of Directors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors. SECTION 15. COMPENSATION OF DIRECTORS. Directors shall receive such compensation for their services as shall be determined by a majority of the Board of Directors, or a designated committee thereof, provided that directors who are serving the Corporation as employees and who receive compensation for their services as such, shall not receive any salary or other compensation for their services as directors of the Corporation. ARTICLE III OFFICERS SECTION 1. ENUMERATION. The officers of the Corporation shall consist of a President, a Treasurer, a Secretary and such other officers, including, without limitation, a Chairman of the Board of Directors, a Chief Executive Officer and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine. SECTION 2. ELECTION. At the regular annual meeting of the Board of Directors following the Annual Meeting, the Board of Directors shall elect the President, the Treasurer and the Secretary. Other officers may be elected by the Board of Directors at such regular annual meeting of the Board of Directors or at any other regular or special meeting. SECTION 3. QUALIFICATION. No officer need be a stockholder or a director. Any person may occupy more than one office of the Corporation at any time. Any officer may be required by the Board of Directors to give bond for the faithful performance of his or her duties in such amount and with such sureties as the Board of Directors may determine. SECTION 4. TENURE. Except as otherwise provided by the Certificate or by these By-laws, each of the officers of the Corporation shall hold office until the regular annual meeting of the Board of Directors following the next Annual Meeting and until his or her successor is elected and qualified or until his or her earlier resignation or removal. SECTION 5. RESIGNATION. Any officer may resign by delivering his or her written resignation to the Corporation addressed to the President or the Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. 9

SECTION 6. REMOVAL. Except as otherwise provided by law, the Board of Directors may remove any officer with or without cause by the affirmative vote of a majority of the directors then in office. SECTION 7. ABSENCE OR DISABILITY. In the event of the absence or disability of any officer, the Board of Directors may designate another officer to act temporarily in place of such absent or disabled officer. SECTION 8. VACANCIES. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors. SECTION 9. PRESIDENT. The President shall, subject to the direction of the Board of Directors, have general supervision and control of the Corporation's business. If there is no Chairman of the Board or if he or she is absent, the President shall preside, when present, at all meetings of stockholders and of the Board of Directors. The President shall have such other powers and perform such other duties as the Board of Directors may from time to time designate. SECTION 10. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one is elected, shall preside, when present, at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board shall have such other powers and shall perform such other duties as the Board of Directors may from time to time designate. SECTION 11. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate. SECTION 12. VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS. Any Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate. SECTION 13. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall, subject to the direction of the Board of Directors and except as the Board of Directors or the Chief Executive Officer may otherwise provide, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation. He or she shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer. Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate. 10

SECTION 14. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of the Board) in books kept for that purpose. In his or her absence from any such meeting, a temporary secretary chosen at the meeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation). The Secretary shall have custody of the seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by his or her signature or that of an Assistant Secretary. The Secretary shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer. In the absence of the Secretary, any Assistant Secretary may perform his or her duties and responsibilities. Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate. SECTION 15. OTHER POWERS AND DUTIES. Subject to these By-laws and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors or the Chief Executive Officer. ARTICLE IV CAPITAL STOCK SECTION 1. CERTIFICATES OF STOCK. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by the Chairman of the Board of Directors, the President or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. The Corporation seal and the signatures by the Corporation's officers, the transfer agent or the registrar may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. SECTION 2. TRANSFERS. Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock may be transferred only on the books of 11

the Corporation by the surrender to the Corporation or its transfer agent of the certificate theretofore properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require. SECTION 3. RECORD HOLDERS. Except as may otherwise be required by law, by the Certificate or by these By-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws. SECTION 4. RECORD DATE. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting and (b) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. SECTION 5. REPLACEMENT OF CERTIFICATES. In case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe. 12

ARTICLE V INDEMNIFICATION SECTION 1. DEFINITIONS. For purposes of this Article: (a) "Corporate Status" describes the status of a person who is serving or has served (i) as a Director of the Corporation, (ii) as an Officer of the Corporation, or (iii) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Corporation. For purposes of this Section 1(a), an Officer or Director of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation; (b) "Director" means any person who serves or has served the Corporation as a director on the Board of Directors of the Corporation; (c) "Disinterested Director" means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding; (d) "Expenses" means all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding; (e) "Non-Officer Employee" means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer; (f) "Officer" means any person who serves or has served the Corporation as an officer appointed by the Board of Directors of the Corporation; (g) "Proceeding" means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative; and 13

(h) "Subsidiary" shall mean any corporation, partnership, limited liability company, joint venture, trust or other entity of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other entity. SECTION 2. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Subject to the operation of Section 4 of this Article V of these By-laws, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) against any and all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Director or Officer or on such Director's or Officer's behalf in connection with any threatened, pending or completed Proceeding or any claim, issue or matter therein, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director's or Officer's Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 2 shall continue as to a Director or Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding was authorized by the Board of Directors of the Corporation, unless such Proceeding was brought to enforce an Officer or Director's rights to Indemnification or, in the case of Directors, advancement of Expenses under these By-laws in accordance with the provisions set forth herein. SECTION 3. INDEMNIFICATION OF NON-OFFICER EMPLOYEES. Subject to the operation of Section 4 of this Article V of these By-laws, each Non-Officer Employee may, in the discretion of the Board of Directors of the Corporation, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against any or all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Non-Officer Employee or on such Non-Officer Employee's behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee's Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with 14

respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 3 shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized by the Board of Directors of the Corporation. SECTION 4. GOOD FAITH. Unless ordered by a court, no indemnification shall be provided pursuant to this Article V to a Director, to an Officer or to a Non-Officer Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (b) a committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (c) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders of the Corporation. SECTION 5. ADVANCEMENT OF EXPENSES TO DIRECTORS PRIOR TO FINAL DISPOSITION. (a) The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director's Corporate Status within ten (10) days after the receipt by the Corporation of a written statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified against such Expenses. (b) If a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within 10 days after receipt by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and if successful in whole or in part, such Director shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of Expenses under this Article V shall not be a defense to the action and shall not create a presumption that such advancement is not permissible. The 15

burden of proving that a Director is not entitled to an advancement of expenses shall be on the Corporation. (c) In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification set forth in the DGCL. SECTION 6. ADVANCEMENT OF EXPENSES TO OFFICERS AND NON-OFFICER EMPLOYEES PRIOR TO FINAL DISPOSITION. (a) The Corporation may, at the discretion of the Board of Directors of the Corporation, advance any or all Expenses incurred by or on behalf of any Officer and Non-Officer Employee in connection with any Proceeding in which such is involved by reason of the Corporate Status of such Officer or Non-Officer Employee upon the receipt by the Corporation of a statement or statements from such Officer or Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Officer and Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such to repay any Expenses so advanced if it shall ultimately be determined that such Officer or Non-Officer Employee is not entitled to be indemnified against such Expenses. (b) In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable standard for indemnification set forth in the DGCL. SECTION 7. CONTRACTUAL NATURE OF RIGHTS. (a) The foregoing provisions of this Article V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article V is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any Proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. (b) If a claim for indemnification of Expenses hereunder by a Director or Officer is not paid in full by the Corporation within 60 days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting 16

such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article V shall not be a defense to the action and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation. (c) In any suit brought by a Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL. SECTION 8. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and advancement of Expenses set forth in this Article V shall not be exclusive of any other right which any Director, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these By-laws, agreement, vote of stockholders or Disinterested Directors or otherwise. SECTION 9. INSURANCE. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non-Officer Employee, or arising out of any such person's Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or the provisions of this Article V. ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall be determined by the Board of Directors. SECTION 2. SEAL. The Board of Directors shall have power to adopt and alter the seal of the Corporation. SECTION 3. EXECUTION OF INSTRUMENTS. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by the Chairman of the Board, if one is elected, the President or the Treasurer or any other officer, employee or agent of the Corporation as the Board of Directors or Executive Committee may authorize. SECTION 4. VOTING OF SECURITIES. Unless the Board of Directors otherwise provides, the Chairman of the Board, if one is elected, the President or the Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy 17

or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation. SECTION 5. RESIDENT AGENT. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation. SECTION 6. CORPORATE RECORDS. The original or attested copies of the Certificate, By-laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock transfer books, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, may be kept outside the State of Delaware and shall be kept at the principal office of the Corporation, at the office of its counsel or at an office of its transfer agent or at such other place or places as may be designated from time to time by the Board of Directors. SECTION 7. CERTIFICATE. All references in these By-laws to the Certificate shall be deemed to refer to the Amended and Restated Certificate of Incorporation of the Corporation, as amended and in effect from time to time. SECTION 8. AMENDMENT OF BY-LAWS. (a) AMENDMENT BY DIRECTORS. Except as provided otherwise by law, these By-laws may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the directors then in office. (b) AMENDMENT BY STOCKHOLDERS. These By-laws may be amended or repealed at any Annual Meeting, or special meeting of stockholders called for such purpose, by the affirmative vote of at least 75% of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class. Notwithstanding the foregoing, stockholder approval shall not be required unless mandated by the Certificate, these By-laws, or other applicable law. Adopted ___________, 2000 and effective as of ___________, 2000. 18

EXHIBIT 4.1 [LOGO] NUMBER SHARES HBIO HARVARD BIOSCIENCE, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFICATE IS TRANSFERABLE CUSIP 416906 10 5 IN BOSTON, MA OR NEW YORK, NY COMMON STOCK THIS CERTIFIES that SEE REVERSE FOR CERTAIN DEFINITIONS is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF - -------------------------- HARVARD BIOSCIENCE, INC. --------------------------- (herein called the "Corporation"), transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and held subject to the laws of the State of Delaware and to the Certificate of Incorporation and the By-laws of the Corporation, as amended from time to time. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and sealed with the facsimile seal of the Corporation. Dated: [SEAL] /s/ James Warren /s/ Chane Graziano CHIEF FINANCIAL OFFICER CHIEF EXECUTIVE OFFICER AND TREASURER AND SECRETARY COUNTERSIGNED AND REGISTERED: REGISTRAR TRANSFER AGENT AND TRANSFER COMPANY AND REGISTRAR BY /s/ SIGNATURE AUTHORIZED SIGNATURE

HARVARD BIOSCIENCE, INC. The Corporation is authorized to issue more than one class or series of stock. Upon written request the Corporation will furnish without charge to each stockholder a copy of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -as tenants in common UNIF GIFT MIN ACT- _________Custodian _________ TEN ENT -as tenants by the entireties (Cust) (Minor) JT TEN -as joint tenants with right of survivorship and not as under Uniform Gifts to Minors tenants in common Act__________________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, ______________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ---------------------------------------- | | | | - ----------------------------------------- _______________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) _______________________________________________________________________________ _______________________________________________________________________________ ________________________________________________________________________ SHARES OF THE COMMON STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT _______________________________________________________________________ ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED COMPANY WITH FULL POWER OF SUBSTITUTION IN THE PREMISES. DATED ___________________ _____________________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED: _____________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM). PURSUANT TO S.E.C. RULE 17Ad-15.

Exhibit 5.1 GOODWIN, PROCTER & HOAR LLP COUNSELLORS AT LAW EXCHANGE PLACE BOSTON, MASSACHUSETTS 02109-2881 November 8, 2000 Harvard Bioscience, Inc. 84 October Hill Road Holliston, Massachusetts 01746-1371 Ladies and Gentlemen: Re: REGISTRATION STATEMENT ON FORM S-1 This opinion is delivered in our capacity as special counsel to Harvard Bioscience, Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933 of a Registration Statement on Form S-1 (the "Registration Statement") relating to 7,359,950 shares of Common Stock, par value $.01 per share (the "Registered Shares"), including 6,250,000 primary shares to be sold by the Company (the "Primary Shares"), and 937,500 shares to be sold by the Company which the underwriters have an option to purchase solely for the purpose of covering over-allotments (the "Company Option Shares" and, together with the Primary Shares, the "Company Shares") and 172,450 shares to be sold by a stockholder of the Company named in the Registration Statement (the "Stockholder Shares"). The Registered Shares are to be sold to the several underwriters (the "Underwriters") of which Thomas Weisel Partners LLC, Dain Rauscher Incorporated and ING Barings LLC are the representatives (the "Representatives") pursuant to an Underwriting Agreement (the "Underwriting Agreement") to be entered into between the Company and the Representatives of the Underwriters. As counsel for the Company, we have examined the form of the proposed Underwriting Agreement being filed as an exhibit to the Registration Statement, the Company's Amended and Restated Certificate of Incorporation and the Company's Amended and Restated By-laws, each as will be in effect at the time of the issuance of the Registered Shares, and the Company's Certificate of Ownership and Merger as will be filed prior to the issuance of the Registered Shares and such records, certificates and other documents of the Company as we have deemed necessary or appropriate for the purposes of this opinion.

Based on the foregoing, we are of the opinion that (i) when the Company's Amended and Restated Certificate of Incorporation and the Certificate of Ownership and Merger are filed the Stockholder Shares will be duly authorized, legally issued, fully paid and non-assessable by the Company under the Delaware General Corporation Law (the "DGCL") and (ii) when the Underwriting Agreement is completed (including the insertion therein of pricing terms) and executed by the Company and on behalf of the Underwriters, and the Company Shares are sold to the Underwriters and paid for pursuant to the terms of the Underwriting Agreement, the Company Shares will be duly authorized, legally issued, fully paid and non-assessable by the Company under the DGCL. We hereby consent to being named as counsel to the Company in the Registration Statement, to the references therein to our firm under the caption "Legal Matters," and to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ GOODWIN, PROCTER & HOAR LLP GOODWIN, PROCTER & HOAR LLP


Exhibit 10.2 HARVARD BIOSCIENCE, INC. --------------------- 2000 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Harvard Bioscience, Inc. 2000 Stock Option and Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and enable the officers, employees, Independent Directors and other key persons (including consultants) of Harvard Bioscience, Inc. (the "Company") and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company's welfare will assure a closer identification of their interests with those of the Company, thereby stimulating their efforts on the Company's behalf and strengthening their desire to remain with the Company. The following terms shall be defined as set forth below: "ACT" means the Securities Act of 1933, as amended, and the rules and regulations thereunder. "ADMINISTRATOR" is defined in Section 2(a). "AWARD" or "AWARDS," except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Deferred Stock Awards, Restricted Stock Awards, Unrestricted Stock Awards, Performance Share Awards and Dividend Equivalent Rights. "BOARD" means the Board of Directors of the Company. "CHANGE OF CONTROL" is defined in Section 17. "CODE" means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations. "COMMITTEE" means the Committee of the Board referred to in Section 2. "COVERED EMPLOYEE" means an employee who is a "Covered Employee" within the meaning of Section 162(m) of the Code. "DEFERRED STOCK AWARD" means Awards granted pursuant to Section 8. "DIVIDEND EQUIVALENT RIGHT" means Awards granted pursuant to Section 12.

"EFFECTIVE DATE" means the date on which the Plan is approved by stockholders as set forth in Section 19. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. "FAIR MARKET VALUE" of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however, that if the Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System ("Nasdaq"), Nasdaq National System or a national securities exchange, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations; provided further, however, that if the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on Nasdaq or on a national securities exchange, the Fair Market Value shall be the "Price to the Public" (or equivalent) set forth on the cover page for the final prospectus relating to the Company's Initial Public Offering. "INCENTIVE STOCK OPTION" means any Stock Option designated and qualified as an "incentive stock option" as defined in Section 422 of the Code. "INDEPENDENT DIRECTOR" means a member of the Board who is not also an employee of the Company or any Subsidiary. "INITIAL PUBLIC OFFERING" means the consummation of the first fully underwritten, firm commitment public offering pursuant to an effective registration statement under the Act, other than on Forms S-4 or S-8 or their then equivalents, covering the offer and sale by the Company of its equity securities, or such other event as a result of or following which the Stock shall be publicly held. "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an Incentive Stock Option. "OPTION" or "STOCK OPTION" means any option to purchase shares of Stock granted pursuant to Section 5. "PERFORMANCE SHARE AWARD" means Awards granted pursuant to Section 10. "PERFORMANCE CYCLE" means one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more performance criteria will be measured for the purpose of determining a grantee's right to and the payment of a Performance Share Award, Restricted Stock Award or Deferred Stock Award. 2

"RESTRICTED STOCK AWARD" means Awards granted pursuant to Section 7. "STOCK" means the Common Stock, par value $.01 per share, of the Company, subject to adjustments pursuant to Section 3. "STOCK APPRECIATION RIGHT" means any Award granted pursuant to Section 6. "SUBSIDIARY" means any corporation or other entity (other than the Company) in any unbroken chain of corporations or other entities beginning with the Company if each of the corporations or entities (other than the last corporation or entity in the unbroken chain) owns stock or other interests possessing 50 percent or more of the economic interest or the total combined voting power of all classes of stock or other interests in one of the other corporations or entities in the chain. "UNRESTRICTED STOCK AWARD" means any Award granted pursuant to Section 9. SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS (a) COMMITTEE. The Plan shall be administered by either the Board or a committee of not less than two Independent Directors (in either case, the "Administrator"). (b) POWERS OF ADMINISTRATOR. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority: (i) to select the individuals to whom Awards may from time to time be granted; (ii) to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Deferred Stock Awards, Unrestricted Stock Awards, Performance Share Awards and Dividend Equivalent Rights, or any combination of the foregoing, granted to any one or more grantees; (iii) to determine the number of shares of Stock to be covered by any Award; (iv) to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the form of written instruments evidencing the Awards; (v) to accelerate at any time the exercisability or vesting of all or any portion of any Award; 3

(vi) subject to the provisions of Section 5(a)(ii), to extend at any time the period in which Stock Options may be exercised; (vii) to determine at any time whether, to what extent, and under what circumstances distribution or the receipt of Stock and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the grantee and whether and to what extent the Company shall pay or credit amounts constituting interest (at rates determined by the Administrator) or dividends or deemed dividends on such deferrals; and (viii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan. All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees. (c) DELEGATION OF AUTHORITY TO GRANT AWARDS. The Administrator, in its discretion, may delegate to the Chief Executive Officer of the Company all or part of the Administrator's authority and duties with respect to the granting of Awards at Fair Market Value, to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act or "covered employees" within the meaning of Section 162(m) of the Code. Any such delegation by the Administrator shall include a limitation as to the amount of Awards that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price of any Stock Option or Stock Appreciation Right, the conversion ratio or price of other Awards and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator's delegate or delegates that were consistent with the terms of the Plan. (d) INDEMNIFICATION. Neither the Board nor the Committee, nor any member of either or any delegatee thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and any delegatee thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys' fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors' and officers' liability insurance coverage which may be in effect from time to time. 4

SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION (a) STOCK ISSUABLE. Subject to adjustment as provided in Section 3(b), the maximum number of shares of Stock reserved and available for issuance under the Plan shall be such aggregate number of shares of Stock as does not exceed the sum of (i) three million seven hundred fifty thousand (3,750,000) shares; plus (ii) as of each June 30 and December 31 following the closing of the Company's initial public offering, an additional positive number equal to fifteen percent (15%) of the shares of Stock issued by the Company during the six-month period then ended (excluding shares issued in the Company's initial public offering); provided that not more than three million seven hundred fifty thousand (3,750,000) shares shall be issued in the form of Unrestricted Stock Awards, Restricted Stock Awards, or Performance Share Awards except to the extent such Awards are granted in lieu of cash compensation or fees. For purposes of this limitation, the shares of Stock underlying any Awards which are forfeited, canceled, reacquired by the Company, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan. Subject to such overall limitation, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that Stock Options or Stock Appreciation Rights with respect to no more than 1,000,000 shares of Stock may be granted to any one individual grantee during any one calendar year period. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company and held in its treasury. (b) CHANGES IN STOCK. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company's capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for a different number or kind of securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number of shares that may be issued in the form of Unrestricted Stock Awards, Restricted Stock Awards or Performance Share Awards, (ii) the number of Stock Options or Stock Appreciation Rights that can be granted to any one individual grantee and the maximum number of shares that may be granted under a Performance-based Award, (iii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price per share subject to each outstanding Restricted Stock Award, and (v) the price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The adjustment by the 5

Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares. The Administrator may also adjust the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration material changes in accounting practices or principles, extraordinary dividends, acquisitions or dispositions of stock or property or any other event if it is determined by the Administrator that such adjustment is appropriate to avoid distortion in the operation of the Plan, provided that no such adjustment shall be made in the case of an Incentive Stock Option, without the consent of the grantee, if it would constitute a modification, extension or renewal of the Option within the meaning of Section 424(h) of the Code. (c) MERGERS AND OTHER TRANSACTIONS. In the case of and subject to the consummation of (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation in which the outstanding shares of Stock are converted into or exchanged for a different kind of securities of the successor entity and the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iv) the sale of all of the Stock of the Company to an unrelated person or entity (in each case, a "Sale Event"), all Options and Stock Appreciation Rights that are not exercisable immediately prior to the effective time of the Sale Event shall become fully exercisable as of the effective time of the Sale Event and all other Awards with conditions and restrictions relating solely to the passage of time and continued employment shall become fully vested and nonforfeitable as of the effective time of the Sale Event, except as the Administrator may otherwise specify with respect to particular Awards. Upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate, unless provision is made in connection with the Sale Event in the sole discretion of the parties thereto for the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree (after taking into account any acceleration hereunder). In the event of such termination, each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights held by such grantee, including those that will become exercisable upon the consummation of the Sale Event; provided, however, that the exercise of Options and Stock Appreciation Rights not exercisable prior to the Sale Event shall be subject to the consummation of the Sale Event. Notwithstanding anything to the contrary in this Section 3.2(c), in the event of a Sale Event pursuant to which holders of the Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the Sale Event, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the grantees holding 6

Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the value as determined by the Administrator of the consideration payable per share of Stock pursuant to the Sale Event (the "Sale Price") times the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights. (d) SUBSTITUTE AWARDS. The Administrator may grant Awards under the Plan in substitution for stock and stock based awards held by employees, directors or other key persons of another corporation in connection with the merger or consolidation of the employing corporation with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the employing corporation. The Administrator may direct that the substitute awards be granted on such terms and conditions as the Administrator considers appropriate in the circumstances. Any substitute Awards granted under the Plan shall not count against the share limitation set forth in Section 3(a). SECTION 4. ELIGIBILITY Grantees under the Plan will be such full or part-time officers and other employees, Independent Directors and key persons (including consultants and prospective employees) of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion. SECTION 5. STOCK OPTIONS Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve. Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a "subsidiary corporation" within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option. No Incentive Stock Option shall be granted under the Plan after October 26, 2010. (a) STOCK OPTIONS GRANTED TO EMPLOYEES AND KEY PERSONS. The Administrator in its discretion may grant Stock Options to eligible employees and key persons of the Company or any Subsidiary. Stock Options granted pursuant to this Section 5(a) shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be granted in lieu of cash compensation at the optionee's election, subject to such terms and conditions as the Administrator may establish. 7

(i) EXERCISE PRICE. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5(a) shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant in the case of Incentive Stock Options, or 85 percent of the Fair Market Value on the date of grant, in the case of Non-Qualified Stock Options (other than options granted in lieu of cash compensation). If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation and an Incentive Stock Option is granted to such employee, the option price of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date. (ii) OPTION TERM. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than 10 years after the date the Stock Option is granted. If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation and an Incentive Stock Option is granted to such employee, the term of such Stock Option shall be no more than five years from the date of grant. (iii) EXERCISABILITY; RIGHTS OF A STOCKHOLDER. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. (iv) METHOD OF EXERCISE. Stock Options may be exercised in whole or in part, by giving written notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods to the extent provided in the Option Award agreement: (A) In cash, by certified or bank check or other instrument acceptable to the Administrator; (B) Through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the optionee on the open market or that have been beneficially owned by the optionee for at least six months and are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date; (C) By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company 8

for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (D) By the optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the optionee for the purpose of enabling or assisting the optionee to effect the exercise of his Stock Option; provided that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law. Payment instruments will be received subject to collection. The delivery of certificates representing the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Option Award agreement or applicable provisions of laws. In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option shall be net of the number of shares attested to. (v) ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent required for "incentive stock option" treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option. (b) RELOAD OPTIONS. At the discretion of the Administrator, Options granted under the Plan may include a "reload" feature pursuant to which an optionee exercising an option by the delivery of a number of shares of Stock in accordance with Section 5(a)(iv)(B) hereof would automatically be granted an additional Option (with an exercise price equal to the Fair Market Value of the Stock on the date the additional Option is granted and with such other terms as the Administrator may provide) to purchase that number of shares of Stock equal to the sum of (i) the number delivered to exercise the original Option and (ii) the number withheld to satisfy tax liabilities, with an Option term equal to the remainder of the original Option term unless the Administrator otherwise determines in the Award agreement for the original Option grant. 9

(c) STOCK OPTIONS GRANTED TO INDEPENDENT DIRECTORS. (i) AUTOMATIC GRANT OF OPTIONS. (A) Each person who is an Independent Director on the effective date of the Initial Public Offering, other than Christopher W. Dick and Richard C. Klaffky, Jr., shall be granted a Non-Qualified Stock Option to acquire 10,000 shares of Stock. (B) Each Independent Director who is first elected to serve as a Director after the Initial Public Offering shall be granted, on the fifth business day after his election, a Non-Qualified Stock Option to acquire 10,000 shares of Stock. (C) Each Independent Director, other than Christopher W. Dick and Richard C. Klaffky, Jr., who is serving as Director of the Company on the fifth business day after each annual meeting of shareholders, beginning with the 2001 annual meeting, shall automatically be granted on such day a Non-Qualified Stock Option to acquire 2,500 shares of Stock. (D) The exercise price per share for the Stock covered by a Stock Option granted under this Section 5(c) shall be equal to the Fair Market Value of the Stock on the date the Stock Option is granted. (E) The Administrator, in its discretion, may grant additional Non-Qualified Stock Options to Independent Directors. Any such grant may vary among individual Independent Directors. (ii) EXERCISE; TERMINATION. (A) Unless otherwise determined by the Administrator, an Option granted under Section 5(c) shall be exercisable as to one-third of the shares of Stock covered thereby as of the first anniversary of the grant date, as to a second one-third of the shares of Stock covered thereby as of the second anniversary of the grant date, and as to the remaining one-third of the shares of Stock covered thereby as of the third anniversary of the grant date. An Option issued under this Section 5(c) shall not be exercisable after the expiration of ten years from the date of grant. (B) Options granted under this Section 5(c) may be exercised only by written notice to the Company specifying the number of shares to be purchased. Payment of the full purchase price of the shares to be purchased may be made by one or more of the methods specified in Section 5(a)(iv). An optionee shall 10

have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. (d) NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be transferable by the optionee otherwise than by will or by the laws of descent and distribution and all Stock Options shall be exercisable, during the optionee's lifetime, only by the optionee, or by the optionee's legal representative or guardian in the event of the optionee's incapacity. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide in the Award agreement regarding a given Option that the optionee may transfer his Non-Qualified Stock Options to members of his immediate family, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Option. SECTION 6. STOCK APPRECIATION RIGHTS. (a) NATURE OF STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is an Award entitling the recipient to receive an amount in cash or shares of Stock or a combination thereof having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price Stock Appreciation Right, which price shall not be less than 85 percent of the Fair Market Value of the Stock on the date of grant (or more than the option exercise price per share, if the Stock Appreciation Right was granted in tandem with a Stock Option) multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised, with the Administrator having the right to determine the form of payment. (b) GRANT AND EXERCISE OF STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be granted by the Administrator in tandem with, or independently of, any Stock Option granted pursuant to Section 5 of the Plan. In the case of a Stock Appreciation Right granted in tandem with a Non-Qualified Stock Option, such Stock Appreciation Right may be granted either at or after the time of the grant of such Option. In the case of a Stock Appreciation Right granted in tandem with an Incentive Stock Option, such Stock Appreciation Right may be granted only at the time of the grant of the Option. A Stock Appreciation Right or applicable portion thereof granted in tandem with a Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the related Option. (c) TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined from time to time by the Administrator, subject to the following: 11

(i) Stock Appreciation Rights granted in tandem with Options shall be exercisable at such time or times and to the extent that the related Stock Options shall be exercisable. (ii) Upon exercise of a Stock Appreciation Right, the applicable portion of any related Option shall be surrendered. (iii) All Stock Appreciation Rights shall be exercisable during the grantee's lifetime only by the grantee or the grantee's legal representative. SECTION 7. RESTRICTED STOCK AWARDS (a) NATURE OF RESTRICTED STOCK AWARDS. A Restricted Stock Award is an Award entitling the recipient to acquire, at such purchase price as determined by the Administrator, shares of Stock subject to such restrictions and conditions as the Administrator may determine at the time of grant ("Restricted Stock"). Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The grant of a Restricted Stock Award is contingent on the grantee executing the Restricted Stock Award agreement. The terms and conditions of each such agreement shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. (b) RIGHTS AS A STOCKHOLDER. Upon execution of a written instrument setting forth the Restricted Stock Award and payment of any applicable purchase price, a grantee shall have the rights of a stockholder with respect to the voting of the Restricted Stock, subject to such conditions contained in the written instrument evidencing the Restricted Stock Award. Unless the Administrator shall otherwise determine, certificates evidencing the Restricted Stock shall remain in the possession of the Company until such Restricted Stock is vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the Company a stock power endorsed in blank. (c) RESTRICTIONS. Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted Stock Award agreement. If a grantee's employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, the Company shall have the right to repurchase Restricted Stock that has not vested at the time of termination at its original purchase price, from the grantee or the grantee's legal representative. (d) VESTING OF RESTRICTED STOCK. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Stock and the Company's right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Stock 12

and shall be deemed "vested." Except as may otherwise be provided by the Administrator either in the Award agreement or, subject to Section 15 below, in writing after the Award agreement is issued, a grantee's rights in any shares of Restricted Stock that have not vested shall automatically terminate upon the grantee's termination of employment (or other service relationship) with the Company and its Subsidiaries and such shares shall be subject to the Company's right of repurchase as provided in Section 7(c) above. (e) WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The Restricted Stock Award agreement may require or permit the immediate payment, waiver, deferral or investment of dividends paid on the Restricted Stock. SECTION 8. DEFERRED STOCK AWARDS (a) NATURE OF DEFERRED STOCK AWARDS. A Deferred Stock Award is an Award of phantom stock units to a grantee, subject to restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The grant of a Deferred Stock Award is contingent on the grantee executing the Deferred Stock Award agreement. The terms and conditions of each such agreement shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. At the end of the deferral period, the Deferred Stock Award, to the extent vested, shall be paid to the grantee in the form of shares of Stock. (b) ELECTION TO RECEIVE DEFERRED STOCK AWARDS IN LIEU OF COMPENSATION. The Administrator may, in its sole discretion, permit a grantee to elect to receive a portion of the cash compensation or Restricted Stock Award otherwise due to such grantee in the form of a Deferred Stock Award. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance with rules and procedures established by the Administrator. The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. (c) RIGHTS AS A STOCKHOLDER. During the deferral period, a grantee shall have no rights as a stockholder; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the phantom stock units underlying his Deferred Stock Award, subject to such terms and conditions as the Administrator may determine. (d) RESTRICTIONS. A Deferred Stock Award may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of during the deferral period. (e) TERMINATION. Except as may otherwise be provided by the Administrator either in the Award agreement or, subject to Section 15 below, in writing after the Award agreement is issued, a grantee's right in all Deferred Stock Awards that have not vested shall 13

automatically terminate upon the grantee's termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason. SECTION 9. UNRESTRICTED STOCK AWARDS GRANT OR SALE OF UNRESTRICTED STOCK. The Administrator may, in its sole discretion, grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted Stock Award to any grantee pursuant to which such grantee may receive shares of Stock free of any restrictions ("Unrestricted Stock") under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee. SECTION 10. PERFORMANCE SHARE AWARDS (a) NATURE OF PERFORMANCE SHARE AWARDS. A Performance Share Award is an Award entitling the recipient to acquire shares of Stock upon the attainment of specified performance goals. The Administrator may make Performance Share Awards independent of or in connection with the granting of any other Award under the Plan. The Administrator in its sole discretion shall determine whether and to whom Performance Share Awards shall be made, the performance goals, the periods during which performance is to be measured, and all other limitations and conditions. (b) RIGHTS AS A STOCKHOLDER. A grantee receiving a Performance Share Award shall have the rights of a stockholder only as to shares actually received by the grantee under the Plan and not with respect to shares subject to the Award but not actually received by the grantee. A grantee shall be entitled to receive a stock certificate evidencing the acquisition of shares of Stock under a Performance Share Award only upon satisfaction of all conditions specified in the Performance Share Award agreement (or in a performance plan adopted by the Administrator). (c) TERMINATION. Except as may otherwise be provided by the Administrator either in the Award agreement or, subject to Section 15 below, in writing after the Award agreement is issued, a grantee's rights in all Performance Share Awards shall automatically terminate upon the grantee's termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason. (d) ACCELERATION, WAIVER, ETC. At any time prior to the grantee's termination of employment (or other service relationship) by the Company and its Subsidiaries, the Administrator may in its sole discretion accelerate, waive or, subject to Section 15, amend any or all of the goals, restrictions or conditions applicable to a Performance Share Award. 14

SECTION 11. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES Notwithstanding anything to the contrary contained herein, if any Restricted Stock Award, Deferred Stock Award or Performance Share Award granted to a Covered Employee is intended to qualify as "Performance-based Compensation" under Section 162(m) of the Code and the regulations promulgated thereunder (a "Performance-based Award"), such Award shall comply with the provisions set forth below: (a) PERFORMANCE CRITERIA. The performance criteria used in performance goals governing Performance-based Awards granted to Covered Employees may include any or all of the following: (i) the Company's return on equity, assets, capital or investment, (ii) pre-tax or after-tax profit levels of the Company or any Subsidiary, a division, an operating unit or a business segment of the Company, or any combination of the foregoing; (iii) cash flow, funds from operations or similar measure; (iv) total shareholder return; (v) changes in the market price of the Stock; (vi) sales or market share; or (vii) earnings per share. (b) GRANT OF PERFORMANCE-BASED AWARDS. With respect to each Performance-based Award granted to a Covered Employee, the Committee shall select, within the first 90 days of a Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) the performance criteria for such grant, and the achievement targets with respect to each performance criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). Each Performance-based Award will specify the amount payable, or the formula for determining the amount payable, upon achievement of the various applicable performance targets. The performance criteria established by the Committee may be (but need not be) different for each Performance Cycle and different goals may be applicable to Performance-based Awards to different Covered Employees. (c) PAYMENT OF PERFORMANCE-BASED AWARDS. Following the completion of a Performance Cycle, the Committee shall meet to review and certify in writing whether, and to what extent, the performance criteria for the Performance Cycle have been achieved and, if so, to also calculate and certify in writing the amount of the Performance-based Awards earned for the Performance Cycle. The Committee shall then determine the actual size of each Covered Employee's Performance-based Award, and, in doing so, may reduce or eliminate the amount of the Performance-based Award for a Covered Employee if, in its sole judgment, such reduction or elimination is appropriate. (d) MAXIMUM AWARD PAYABLE. The maximum Performance-based Award payable to any one Covered Employee under the Plan for a Performance Cycle is 500,000 Shares (subject to adjustment as provided in Section 3(b) hereof). 15

SECTION 12. DIVIDEND EQUIVALENT RIGHTS (a) DIVIDEND EQUIVALENT RIGHTS. A Dividend Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of another Award or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award agreement. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of another Award may provide that such Dividend Equivalent Right shall be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other award. A Dividend Equivalent Right granted as a component of another Award may also contain terms and conditions different from such other award. (b) INTEREST EQUIVALENTS. Any Award under this Plan that is settled in whole or in part in cash on a deferred basis may provide in the grant for interest equivalents to be credited with respect to such cash payment. Interest equivalents may be compounded and shall be paid upon such terms and conditions as may be specified by the grant. (c) TERMINATION. Except as may otherwise be provided by the Administrator either in the Award agreement or, subject to Section 15 below, in writing after the Award agreement is issued, a grantee's rights in all Dividend Equivalent Rights or interest equivalents shall automatically terminate upon the grantee's termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason. SECTION 13. TAX WITHHOLDING (a) PAYMENT BY GRANTEE. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company's obligation to deliver stock certificates to any grantee is subject to and conditioned on tax obligations being satisfied by the grantee. 16

(b) PAYMENT IN STOCK. Subject to approval by the Administrator, a grantee may elect to have the minimum required tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due, or (ii) transferring to the Company shares of Stock owned by the grantee with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due. SECTION 14. TRANSFER, LEAVE OF ABSENCE, ETC. For purposes of the Plan, the following events shall not be deemed a termination of employment: (a) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or (b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee's right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing. SECTION 15. AMENDMENTS AND TERMINATION The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder's consent. If and to the extent determined by the Administrator to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code or to ensure that compensation earned under Awards qualifies as performance-based compensation under Section 162(m) of the Code, if and to the extent intended to so qualify, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 15 shall limit the Administrator's authority to take any action permitted pursuant to Section 3(c). SECTION 16. STATUS OF PLAN With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company's obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence. 17

SECTION 17. CHANGE OF CONTROL PROVISIONS Upon the occurrence of a Change of Control as defined in this Section 17: (a) Except as otherwise provided in the applicable Award agreement, each outstanding Stock Option and Stock Appreciation Right shall automatically become fully exercisable. (b) Except as otherwise provided in the applicable Award Agreement, conditions and restrictions on each outstanding Restricted Stock Award, Deferred Stock Award and Performance Share Award which relate solely to the passage of time and continued employment will be removed. Performance or other conditions (other than conditions and restrictions relating solely to the passage of time and continued employment) will continue to apply unless otherwise provided in the applicable Award agreement. (c) "Change of Control" shall mean the occurrence of any one of the following events: (i) any "Person," as such term is used in Sections 13(d) and 14(d) of the Act (other than the Company, any of its Subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its Subsidiaries), together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25 percent or more of the combined voting power of the Company's then outstanding securities having the right to vote in an election of the Company's Board of Directors ("Voting Securities") (in such case other than as a result of an acquisition of securities directly from the Company); or (ii) persons who, as of the Effective Date, constitute the Company's Board of Directors (the "Incumbent Directors") cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person's election was approved by or such person was nominated for election by either (A) a vote of at least a majority of the Incumbent Directors or (B) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, including by reason of agreement intended to 18

avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or (iii) the consummation of a consolidation, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Corporate Transaction"); excluding, however, a Corporate Transaction in which the stockholders of the Company immediately prior to the Corporate Transaction, would, immediately after the Corporate Transaction, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the corporation issuing cash or securities in the Corporate Transaction (or of its ultimate parent corporation, if any); or (iv) the approval by the stockholders of any plan or proposal for the liquidation or dissolution of the Company. Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of shares of Voting Securities beneficially owned by any person to 25 percent or more of the combined voting power of all then outstanding Voting Securities; PROVIDED, HOWEVER, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 25 percent or more of the combined voting power of all then outstanding Voting Securities, then a "Change of Control" shall be deemed to have occurred for purposes of the foregoing clause (i). SECTION 18. GENERAL PROVISIONS (a) NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. No shares of Stock shall be issued pursuant to an Award until all applicable securities law and other legal and stock exchange or similar requirements have been satisfied. The Administrator may require the placing of such stop-orders and restrictive legends on certificates for Stock and Awards as it deems appropriate. (b) DELIVERY OF STOCK CERTIFICATES. Stock certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee's last known address on file with the Company. 19

(c) OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary. (d) TRADING POLICY RESTRICTIONS. Option exercises and other Awards under the Plan shall be subject to such Company's insider trading policy, as in effect from time to time. (e) LOANS TO GRANTEES. The Company shall have the authority to make loans to grantees of Awards hereunder (including to facilitate the purchase of shares) and shall further have the authority to issue shares for promissory notes hereunder. (f) DESIGNATION OF BENEFICIARY. Each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee's death. Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee's estate. SECTION 19. EFFECTIVE DATE OF PLAN This Plan shall become effective upon approval by the holders of a majority of the votes cast at a meeting of stockholders at which a quorum is present. Subject to such approval by the stockholders and to the requirement that no Stock may be issued hereunder prior to such approval, Stock Options and other Awards may be granted hereunder on and after adoption of this Plan by the Board. SECTION 20. GOVERNING LAW This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles. DATE APPROVED BY BOARD OF DIRECTORS: October 26, 2000 DATE APPROVED BY STOCKHOLDERS: _______________, 2000 20

Exhibit 10.3 HARVARD BIOSCIENCE, INC. EMPLOYEE STOCK PURCHASE PLAN The purpose of the Harvard Bioscience, Inc. Employee Stock Purchase Plan ("the Plan") is to provide eligible employees of Harvard Bioscience, Inc. (the "Company") and certain of its subsidiaries with opportunities to purchase shares of the Company's common stock, par value $.01 per share (the "Common Stock"). Five hundred thousand (500,000) shares of Common Stock in the aggregate have been approved and reserved for this purpose. The Plan is intended to constitute an "employee stock purchase plan" within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be interpreted in accordance with that intent. 1. ADMINISTRATION. The Plan will be administered by the person or persons (the "Administrator") appointed by the Company's Board of Directors (the "Board") for such purpose. The Administrator has authority to make rules and regulations for the administration of the Plan, and its interpretations and decisions with regard thereto shall be final and conclusive. No member of the Board or individual exercising administrative authority with respect to the Plan shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder. 2. OFFERINGS. The Company will make one or more offerings to eligible employees to purchase Common Stock under the Plan ("Offerings"). Unless otherwise determined by the Administrator, the initial Offering will begin on January 1, 2001 and will end on June 30, 2001 (the "Initial Offering"). Thereafter, unless otherwise determined by the Administrator, an Offering will begin on the first business day occurring on or after each January 1 and July 1

and will end on the last business day occurring on or before the following June 30 and December 31, respectively. The Administrator may, in its discretion, designate a different period for any Offering, provided that no Offering shall exceed six months in duration or overlap any other Offering. 3. ELIGIBILITY. All employees of the Company (including employees who are also directors of the Company) and all employees of each Designated Subsidiary (as defined in Section 11) are eligible to participate in any one or more of the Offerings under the Plan, provided that as of the first day of the applicable Offering (the "Offering Date") they are customarily employed by the Company or a Designated Subsidiary for more than 20 hours a week. 4. PARTICIPATION. An employee eligible on any Offering Date may participate in such Offering by submitting an enrollment form to his appropriate payroll location at least 15 business days before the Offering Date (or by such other deadline as shall be established for the Offering). The form will (a) state a whole percentage to be deducted from his Compensation (as defined in Section 11) per pay period, (b) authorize the purchase of Common Stock for him in each Offering in accordance with the terms of the Plan and (c) specify the exact name or names in which shares of Common Stock purchased for him are to be issued pursuant to Section 10. An employee who does not enroll in accordance with these procedures will be deemed to have waived his right to participate. Unless an employee files a new enrollment form or withdraws from the Plan, his deductions and purchases will continue at the same percentage of Compensation for future Offerings, provided he remains eligible. 2

Notwithstanding the foregoing, participation in the Plan will neither be permitted nor be denied contrary to the requirements of the Code. 5. EMPLOYEE CONTRIBUTIONS. Each eligible employee may authorize payroll deductions at a minimum of one percent (1%) up to a maximum of ten percent (10%) of his Compensation for each pay period. The Company will maintain book accounts showing the amount of payroll deductions made by each participating employee for each Offering. No interest will accrue or be paid on payroll deductions. 6. DEDUCTION CHANGES. Except as may be determined by the Administrator in advance of an Offering, an employee may not increase or decrease his payroll deduction during any Offering, but may increase or decrease his payroll deduction with respect to the next Offering (subject to the limitations of Section 5) by filing a new enrollment form at least 15 business days before the next Offering Date (or by such other deadline as shall be established for the Offering). The Administrator may, in advance of any Offering, establish rules permitting an employee to increase, decrease or terminate his payroll deduction during an Offering. 7. WITHDRAWAL. An employee may withdraw from participation in the Plan by delivering a written notice of withdrawal to his appropriate payroll location. The employee's withdrawal will be effective as of the next business day. Following an employee's withdrawal, the Company will promptly refund to him his entire account balance under the Plan (after payment for any Common Stock purchased before the effective date of withdrawal). Partial withdrawals are not permitted. The employee may not begin participation again during the 3

remainder of the Offering, but may enroll in a subsequent Offering in accordance with Section 4. 8. GRANT OF OPTIONS. On each Offering Date, the Company will grant to each eligible employee who is then a participant in the Plan an option ("Option") to purchase on the last day of such Offering (the "Exercise Date"), at the Option Price hereinafter provided for, (a) a number of shares of Common Stock, which number shall not exceed the number of whole shares which is less than or equal to $12,500 divided by the closing price per share of Common Stock on the Offering Date, or (b) such other lesser maximum number of shares as shall have been established by the Administrator in advance of the Offering. The purchase price for each share purchased under each Option (the "Option Price") will be 85% of the Fair Market Value of the Common Stock on the Offering Date or the Exercise Date, whichever is less. Notwithstanding the foregoing, no employee may be granted an option hereunder if such employee, immediately after the option was granted, would be treated as owning stock, possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Parent or Subsidiary (as defined in Section 11). For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of an employee, and all stock which the employee has a contractual right to purchase shall be treated as stock owned by the employee. In addition, no employee may be granted an Option which permits his rights to purchase stock under the Plan, and any other employee stock purchase plan of the Company and its Parents and Subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such stock (determined on 4

the option grant date or dates) for each calendar year in which the Option is outstanding at any time. The purpose of the limitation in the preceding sentence is to comply with Section 423(b)(8) of the Code. 9. EXERCISE OF OPTION AND PURCHASE OF SHARES. Each employee who continues to be a participant in the Plan on the Exercise Date shall be deemed to have exercised his Option on such date and shall acquire from the Company such number of whole shares of Common Stock reserved for the purpose of the Plan as his accumulated payroll deductions on such date will purchase at the Option Price, subject to any other limitations contained in the Plan. Any amount remaining in an employee's account at the end of an Offering solely by reason of the inability to purchase a fractional share will be carried forward to the next Offering; any other balance remaining in an employee's account at the end of an Offering will be refunded to the employee promptly. 10. ISSUANCE OF CERTIFICATES. Certificates representing shares of Common Stock purchased under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or in the name of a broker authorized by the employee to be his, or their, nominee for such purpose. 11. DEFINITIONS. The term "Compensation" means the amount of base pay, prior to salary reduction pursuant to either Section 125 or 401(k) of the Code, but excluding overtime, commissions, incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances or travel expenses, income or gains on the exercise of Company stock options, and similar items. 5

The term "Designated Subsidiary" means any present or future Subsidiary (as defined below) that has been designated by the Board to participate in the Plan. The Board may so designate any Subsidiary, or revoke any such designation, at any time and from time to time, either before or after the Plan is approved by the stockholders. The term "Fair Market Value of the Common Stock" on any given date means the fair market value of the Common Stock determined in good faith by the Administrator; PROVIDED, HOWEVER, that if the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System ("Nasdaq"), Nasdaq National System or national securities exchange, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations. The term "Initial Public Offering" means the consummation of the first fully underwritten, firm commitment public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, other than on Forms S-4 or S-8 or their then equivalents, covering the offer and sale by the Company of its Common Stock. The term "Parent" means a "parent corporation" with respect to the Company, as defined in Section 424(e) of the Code. The term "Subsidiary" means a "subsidiary corporation" with respect to the Company, as defined in Section 424(f) of the Code. 12. RIGHTS ON TERMINATION OF EMPLOYMENT. If a participating employee's employment terminates for any reason before the Exercise Date for any Offering, no payroll deduction will be taken from any pay due and owing to the employee and the balance in his 6

account will be paid to him or, in the case of his death, to his designated beneficiary as if he had withdrawn from the Plan under Section 7. An employee will be deemed to have terminated employment, for this purpose, if the corporation that employs him, having been a Designated Subsidiary, ceases to be a Subsidiary, or if the employee is transferred to any corporation other than the Company or a Designated Subsidiary. 13. SPECIAL RULES. Notwithstanding anything herein to the contrary, the Administrator may adopt special rules applicable to the employees of a particular Designated Subsidiary, whenever the Administrator determines that such rules are necessary or appropriate for the implementation of the Plan in a jurisdiction where such Designated Subsidiary has employees; provided that such rules are consistent with the requirements of Section 423(b) of the Code. Such special rules may include (by way of example, but not by way of limitation) the establishment of a method for employees of a given Designated Subsidiary to fund the purchase of shares other than by payroll deduction, if the payroll deduction method is prohibited by local law or is otherwise impracticable. Any special rules established pursuant to this Section 13 shall, to the extent possible, result in the employees subject to such rules having substantially the same rights as other participants in the Plan. 14. OPTIONEES NOT STOCKHOLDERS. Neither the granting of an Option to an employee nor the deductions from his pay shall constitute such employee a holder of the shares of Common Stock covered by an Option under the Plan until such shares have been purchased by and issued to him. 7

15. RIGHTS NOT TRANSFERABLE. Rights under the Plan are not transferable by a participating employee other than by will or the laws of descent and distribution, and are exercisable during the employee's lifetime only by the employee. 16. APPLICATION OF FUNDS. All funds received or held by the Company under the Plan may be combined with other corporate funds and may be used for any corporate purpose. 17. ADJUSTMENT IN CASE OF CHANGES AFFECTING COMMON STOCK. In the event of a subdivision of outstanding shares of Common Stock, or the payment of a dividend in Common Stock, the number of shares approved for the Plan, and the share limitation set forth in Section 8, shall be increased proportionately, and such other adjustments shall be made as may be deemed equitable by the Administrator. In the event of any other change affecting the Common Stock, such adjustment shall be made as may be deemed equitable by the Administrator to give proper effect to such event. 18. AMENDMENT OF THE PLAN. The Board may at any time, and from time to time, amend the Plan in any respect, except that without the approval, within 12 months of such Board action, by the stockholders, no amendment shall be made increasing the number of shares approved for the Plan or making any other change that would require stockholder approval in order for the Plan, as amended, to qualify as an "employee stock purchase plan" under Section 423(b) of the Code. 19. INSUFFICIENT SHARES. If the total number of shares of Common Stock that would otherwise be purchased on any Exercise Date plus the number of shares purchased under previous Offerings under the Plan exceeds the maximum number of shares issuable under the Plan, the shares then available shall be apportioned among participants in proportion to the 8

amount of payroll deductions accumulated on behalf of each participant that would otherwise be used to purchase Common Stock on such Exercise Date. 20. TERMINATION OF THE PLAN. The Plan may be terminated at any time by the Board. Upon termination of the Plan, all amounts in the accounts of participating employees shall be promptly refunded. 21. GOVERNMENTAL REGULATIONS. The Company's obligation to sell and deliver Common Stock under the Plan is subject to obtaining all governmental approvals required in connection with the authorization, issuance, or sale of such stock. The Plan shall be governed by Delaware law except to the extent that such law is preempted by federal law. 22. ISSUANCE OF SHARES. Shares may be issued upon exercise of an Option from authorized by unissued Common Stock, from shares held in the treasury of the Company, or from any other proper source. 23. TAX WITHHOLDING. Participation in the Plan is subject to any minimum required tax withholding on income of the participant in connection with the Plan. Each employee agrees, by entering the Plan, that the Company and its Subsidiaries shall have the right to deduct any such taxes from any payment of any kind otherwise due to the employee, including shares issuable under the Plan. 9

24. NOTIFICATION UPON SALE OF SHARES. Each employee agrees, by entering the Plan, to give the Company prompt notice of any disposition of shares purchased under the Plan where such disposition occurs within two years after the date of grant of the Option pursuant to which such shares were purchased. 25. EFFECTIVE DATE AND APPROVAL OF SHAREHOLDERS. The Plan shall take effect on the first day of the Company's Initial Public Offering, subject to approval by the holders of a majority of the votes cast at a meeting of stockholders at which a quorum is present or by written consent of the stockholders. DATE APPROVED BY BOARD OF DIRECTORS: October 26, 2000 DATE APPROVED BY STOCKHOLDERS: _____________, 2000 10

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

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

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

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

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

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

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

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

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

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

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

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

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. 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

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

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. 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

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

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. (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

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

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. 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

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) 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

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

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

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. 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

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. 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

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. 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

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. 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

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. 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

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. (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

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. (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

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. 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

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

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 *** ***

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 *** ***

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 *** ***

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 *** ***

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 *** ***

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 *** ***

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 *** ***

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 *** ***

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 *** ***

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 *** ***

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 *** ***

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) RDP EUR/INT. RDP EUR./INT 1998 1999 (Newco) Transfer Price Transfer Price Part Number Description (Main instruments) GBP GBP 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 *** *** RDP EUR/INT. RDP EUR./INT 1998 1999 (Newco) Description (Accessories, Spares Transfer Price Transfer Price Part Number and Consumables) GBP GBP 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 *** ***

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 *** ***

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 *** ***

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 *** ***

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) *** ***

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 *** ***

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 *** ***

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 *** ***

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 *** ***

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 *** ***

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 - ---------------------------------------------------------------------------------------------------------------------------------- March April May June Q2 July August September Q3 October November December Q4 - ---------------------------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------------------------

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

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 #50067970 Account Name: Biochrom Limited

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.

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:

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

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. 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

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-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

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. 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

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. 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

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 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:

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. EXHIBIT A ESCROW AGENT FEES $425 per calendar quarter during the term of this Agreement

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. 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

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 undersigned has executed this letter as of the date first written above on behalf of Biochrom Limited BIOCHROM LIMITED By: -----------------------------

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 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.

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. 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

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 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

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. (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

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. 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

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. 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

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

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

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

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

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

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.

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

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 - ---------------------------------------------------------------------------------------------------------------------------------- Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit - ---------------------------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------------------------

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. - -------------------------------------------------------------------------------------------------------------------------------- Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit - -------------------------------------------------------------------------------------------------------------------------------- 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 - --------------------------------------------------------------------------------------------------------------------------------

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. - --------------------------------------------------------------------------------------------------------------------------------- Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit - --------------------------------------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------------------------------------

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. - ------------------------------------------------------------------------------------------------------------------------------ Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit - ------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------

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. - ------------------------------------------------------------------------------------------------------------------------------ Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit - ------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------

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. - ------------------------------------------------------------------------------------------------------------------------------------ Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------

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. - ------------------------------------------------------------------------------------------------------------------------------------ Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------

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. - ------------------------------------------------------------------------------------------------------------------------------------ Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------

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. - ------------------------------------------------------------------------------------------------------------------------------------ Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------

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. - ------------------------------------------------------------------------------------------------------------------------------------ Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------

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. - ------------------------------------------------------------------------------------------------------------------------------------ Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------

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. - ------------------------------------------------------------------------------------------------------------------------------------ Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------

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. - ------------------------------------------------------------------------------------------------------------------------------------ Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------

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. - ------------------------------------------------------------------------------------------------------------------------------------ Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit - ------------------------------------------------------------------------------------------------------------------------------------ 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

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.

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]

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 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

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. 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

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. 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.

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 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

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. 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

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. 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

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. 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

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. 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

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. 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

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 o