<PAGE>
   
    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)
 

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

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

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

 
                         ------------------------------
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after this Registration Statement becomes effective.
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / / ____________
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ____________
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / / ____________
 
   
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
    
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

<PAGE>
   
                 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.
--------------------------------------------------------------------------------
 

<TABLE>
<CAPTION>
                                                                 PER SHARE     TOTAL
<S>                                                            <C>           <C>          <C>
Public offering price                                          $             $
Underwriting discount                                          $             $
Proceeds, before expenses, to us                               $             $
Proceeds, before expenses, to the selling stockholder          $             $
</TABLE>

 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------------------------------------------------------------------
 
THOMAS WEISEL PARTNERS LLC
 
                        DAIN RAUSCHER WESSELS
 
                                                ING BARINGS
 
The date of this prospectus is                 , 2000

<PAGE>
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".

<PAGE>
                               TABLE OF CONTENTS
 
   

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
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
</TABLE>

    

<PAGE>

                               PROSPECTUS SUMMARY
 
    THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE "RISK FACTORS"
SECTION.
 
OUR COMPANY
 
    We are a 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

<PAGE>
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

<PAGE>
    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
 

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

 
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

<PAGE>
                             SUMMARY FINANCIAL DATA
   

<TABLE>
<CAPTION>
                                                  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)
<S>                              <C>            <C>               <C>
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......................
 
<CAPTION>
 
                                                                           NINE MONTHS ENDED
                                    FISCAL YEAR ENDED DECEMBER 31,           SEPTEMBER 30,
                                 ------------------------------------   ------------------------
                                    1997         1998         1999         1999          2000
                                 ----------   ----------   ----------   -----------   ----------
                                                                        (UNAUDITED)
                                       (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                              <C>          <C>          <C>          <C>           <C>
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
                                                           ==========                 ==========
</TABLE>

    
 
   
    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

<PAGE>
 

<TABLE>
<CAPTION>
                                                                  AS OF SEPTEMBER 30, 2000
                                                            ------------------------------------
                                                                                      PRO FORMA
                                                             ACTUAL     PRO FORMA    AS ADJUSTED
                                                            --------   -----------   -----------
<S>                                                         <C>        <C>           <C>
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
</TABLE>

 
    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

<PAGE>

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

<PAGE>
reasonable costs. If we are unable to manufacture these products consistently on
a timely basis because of these or other factors, we may not achieve the level
of sales from these products that we otherwise anticipate.
 
IF AMERSHAM PHARMACIA BIOTECH TERMINATES ITS DISTRIBUTION AGREEMENT WITH US OR
FAILS TO PERFORM ITS OBLIGATIONS UNDER OUR DISTRIBUTION AGREEMENT, IT COULD
IMPAIR THE MARKETING AND DISTRIBUTION EFFORTS FOR SOME OF OUR PRODUCTS AND
RESULT IN LOST REVENUES.
 
   
    For the 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

<PAGE>
    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

<PAGE>
    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

<PAGE>
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

<PAGE>
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

<PAGE>
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

<PAGE>
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

<PAGE>
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

<PAGE>
                INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
 
   
    This prospectus contains forward-looking statements. The forward-looking
statements are principally contained in the sections on "Prospectus Summary,"
"Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations." These statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, 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

<PAGE>

                                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

<PAGE>

                                 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.
 

<TABLE>
<CAPTION>
                                                                   AS OF SEPTEMBER 30, 2000
                                                              -----------------------------------
                                                                                       PRO FORMA
                                                               ACTUAL     PRO FORMA   AS ADJUSTED
                                                              ---------   ---------   -----------
                                                               (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                                           <C>         <C>         <C>
Series A redeemable preferred stock, par value $0.01 per
  share; 469,300 shares authorized, issued and outstanding,
  actual; 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
                                                              =========   =========    =========
</TABLE>

 
    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

<PAGE>
                                    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:
 

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

 
    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:
 

<TABLE>
<CAPTION>
                           SHARES PURCHASED          TOTAL CONSIDERATION
                         ---------------------      ----------------------      AVERAGE PRICE
                           NUMBER     PERCENT         AMOUNT      PERCENT         PER SHARE
                         ----------   --------      -----------   --------      -------------
<S>                      <C>          <C>           <C>           <C>           <C>
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%
                         ==========    ======       ===========    =====
</TABLE>

 
    The foregoing discussion and tables assume no issuance of shares by us
pursuant to the underwriters' over-allotment option and no exercise of any stock
options outstanding. As of 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

<PAGE>
                            SELECTED FINANCIAL DATA
 
    You should read the following selected consolidated financial data in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements and related
notes included elsewhere in this prospectus. The statement of operations data
for the years ended December 31, 1997, 1998 and 1999 and 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.
   

<TABLE>
<CAPTION>
                                                       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)
<S>                            <C>                   <C>               <C>
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
                                    ==========          ==========         ==========
 
<CAPTION>
 
                                 FISCAL YEAR ENDED DECEMBER 31,     NINE MONTHS ENDED SEPTEMBER 30,
                               ----------------------------------   -------------------------------
                                  1997        1998        1999           1999             2000
                               ----------   ---------   ---------   --------------   --------------
                                                                     (UNAUDITED)
                                         (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                            <C>          <C>         <C>         <C>              <C>
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
                               ==========   =========   =========     =========        =========
</TABLE>

    
 

<TABLE>
<CAPTION>
                                                                       AS OF DECEMBER 31,
                                                     -------------------------------------------------------         AS OF
                                                        1995         1996       1997       1998       1999     SEPTEMBER 30, 2000
                                                     -----------   --------   --------   --------   --------   ------------------
                                                     (UNAUDITED)
                                                                                    (IN THOUSANDS)
<S>                                                  <C>           <C>        <C>        <C>        <C>        <C>
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)
</TABLE>

 
                                       19

<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
    YOU SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH OUR
CONSOLIDATED FINANCIAL STATEMENTS, THE RELATED NOTES AND OTHER FINANCIAL
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.
 
OVERVIEW
 
    We are a 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

<PAGE>
   
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

<PAGE>
    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

<PAGE>
    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

<PAGE>
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

<PAGE>
   
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

<PAGE>
    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

<PAGE>
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

<PAGE>

 
                                   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

<PAGE>
drug discovery, proteins are by far the most common. Proteins are the molecular
machines of the cell that are responsible for performing the majority of
cellular functions. Once proteins are identified and validated as potential
targets, they need to be screened against hundreds of thousands, if not
millions, of compounds in a process known as primary screening.
 
    Drug discovery is a time-consuming and costly process. In the pre-genomics
era, the compound development, primary screening and clinical trials stages were
bottlenecks in this process. The successes of genomics, combinatorial chemistry
and high throughput screening in recent years have alleviated the bottlenecks at
the compound development and primary screening stages. However, these
bottlenecks have been replaced by bottlenecks at the target validation, assay
development and absorption, distribution, metabolism, elimination and
toxicology, or ADMET, testing stages. The revolution in genomics is expected to
increase the number of targets from 500 to 10,000, which will consequently
greatly increase the need for protein purification and analysis. The increase in
the number of compounds in libraries from tens of thousands to millions together
with the increase in the number of targets is greatly increasing the number of
leads requiring ADMET screening.
 
    THE DRUG DISCOVERY PROCESS
 
    The drug discovery process consists of several steps, which are illustrated
below.
 
    The diagram that illustrates the drug discovery process is initially split
into two parallel tracks which merge into a single track as the diagram moves to
the right. The upper track of the diagram is titled "Compound Development" and
includes an arrow titled "Compound Libraries." Below the arrow are the words
"Combinatorial Chemistry." The lower track of the diagram is titled "Target
Discovery" and includes two arrows. The first arrow is titled "Target
Identification." Below this arrow is the word "Genomics." The next arrow to the
right is titled "Target Validation." Below this arrow is the word "Proteomics."
Following the "Compound Libraries" arrow on the upper track and the "Target
Validation" arrow on the lower track, the two tracks of the diagram combine and
include arrows to illustrate the remaining stages and key bottlenecks in the
drug discovery process. The individual arrows from left to right include an
arrow titled "Assay Development" followed by an arrow titled "High Throughput
Screening." These two arrows in the diagram appear under the title "Primary
Screening." To the right of the "High Throughput Screening" arrow is an arrow
titled "Lead Optimization" followed by an arrow titled "ADMET Screening." These
two arrows in the diagram appear under the title "Secondary Screening." To the
right of the "ADMET Screening" arrow is an arrow titled "Clinical Trials," the
final arrow in the process flow diagram.
 
    TARGET IDENTIFICATION involves isolating a particular molecule, typically a
protein, and evaluating the role that it plays in the body to determine whether
it might be a viable target for further investigation. Today, this activity is
most often initiated by genomics studies, including DNA sequencing, RNA analysis
and genetic mapping.
 
    TARGET VALIDATION involves demonstrating that affecting the function of a
particular target has a positive effect on the course of a disease. Target
validation employs a variety of methods including RNA analysis, protein analysis
and cell biology. Target validation is a more time-consuming process than target
identification.
 
    PRIMARY SCREENING involves the large-scale testing of collections of
chemical compounds, known as compound libraries, against validated targets.
These libraries are tested using high throughput assays. The goal is to find
individual compounds that bind to and inhibit or activate a particular target,
commonly referred to as a hit. An assay, in the context of screening compounds
against a new target, refers to a test a researcher must develop for measuring
whether particular compounds in a library interact with the target in a certain
manner. An assay must be developed for each target to be screened. The major
pharmaceutical companies are moving towards screening up to 100 targets annually
with libraries of up to one million compounds each.
 
    SECONDARY SCREENING involves the refinement of hits into leads that can be
used in clinical trials. This step consists of lead optimization and ADMET
testing. Lead optimization involves conducting successive rounds of chemical
alterations and biological tests to find compounds similar to the original
compound identified in primary screening which have improved drug properties
over the initial compound, particularly efficacy. ADMET testing involves the
conducting of various tests on compounds
 
                                       29

<PAGE>
to ensure that they are safe and have good pharmacological properties such as
high adsorption into the blood from the digestive tract and good distribution to
the site of the target molecule in the body. This stage also involves the
testing of compounds to determine therapeutic activity in animal models of
disease and to ensure that the compounds can be manufactured with consistent
quality.
 
    CLINICAL TRIALS involve the testing of pharmaceutical compounds in humans to
demonstrate their safety and efficacy. Because clinical trials are by far the
most expensive part of drug discovery, and undesirable ADMET properties are the
most common reasons for failure, pharmaceutical and biotechnology companies can
achieve substantial cost savings by identifying drug candidates with poor ADMET
properties as early in the drug discovery process as possible. Drugs with
successful clinical trials are almost always commercialized.
 
    PROTEOMICS
 
    Proteomics involves the large-scale purification, identification and
analysis of proteins. Proteins are manufactured in the body's cells according to
the code contained in DNA and are the molecular machines of the cell that are
responsible for performing the majority of cellular functions. Proteins are the
most common targets in the field of drug discovery because proteins tend to be
far more accessible to drugs than either DNA or mRNA which are located in the
nucleus of the cell.
 
    Every protein that is identified as a potential target must be analyzed. The
trend in protein analysis currently is moving towards the use of mass
spectrometry, which is the fastest and most accurate technique for protein
analysis. Because mass spectrometers are highly sensitive, they require the use
of pure samples in order to properly analyze the protein. Thus, protein
purification, the removal of reagents such as salts, detergents and buffers, is
essential to target discovery.
 
    In the last few years the revolution in genomics and the completion of the
Human Genome Project has vastly increased the number of known targets. Before
the Human Genome Project there were only approximately 500 known targets. Some
experts believe that the sequencing of the human genome will ultimately lead to
the identification of 50,000 to 100,000 genes and over 1,000,000 proteins. Many
scientists expect that this will in turn lead to the identification of up to
10,000 targets. Each of these targets, many of which will be proteins, will need
to be purified and analyzed many times prior to becoming a validated target for
primary screening. As a result of the recent and projected increases in the
number of known drug targets, purifying protein samples has been and will
continue to be a significant bottleneck in the drug discovery process.
 
    ADMET SCREENING
 
    The goal of ADMET screening is to identify compounds that have toxic side
effects or undesirable pharmacological properties. These compounds are then
either eliminated or further chemically modified and re-screened. While ADMET
screening is traditionally conducted late in the drug discovery process, early
application of ADMET screening can be highly beneficial. This is because more
than half of the 90% of lead compounds which fail in the costly clinical trial
stage of drug discovery fail due to poor pharmacological properties. These
important pharmacological properties consist of absorption, distribution,
metabolism and elimination which, together with toxicology, are described below:
 
    ABSORPTION.  Absorption describes the ability of a drug to pass through the
wall of the digestive tract and enter the blood stream. Absorption is an
important property of an effective drug because adequate absorption allows a
drug to be administered orally rather than by direct injection into the blood.
If a lead candidate cannot be absorbed easily from the digestive tract into the
blood, its commercial viability will be adversely impacted even if it
effectively acts against the target.
 
                                       30

<PAGE>
    DISTRIBUTION.  Distribution describes the amount of a drug that different
tissues in the body take in from the blood. Distribution of the drug to the
tissue containing the target molecule is necessary for the drug to have the
desired effect. Moreover, undesirable side effects may occur if the drug is
distributed to tissues other than the one containing the target molecule.
Effective distribution requires the drug to be transported around the body and
released into the tissue containing the target molecule at an appropriate rate.
The flow of blood alone is often an effective distribution method. However,
while the binding of a drug to blood proteins can increase the proper
distribution of a drug, it can cause toxic problems if the bond formed is too
strong.
 
    METABOLISM.  Metabolism describes the chemical changes that the body makes
to a drug. This is an important property of an effective drug for three reasons.
First, some drugs must be metabolized in order to become effective. Second, some
drugs may have no toxic side effects, but the byproducts of their metabolism,
known as metabolites, may be toxic. Third, metabolism usually makes drugs more
soluble in water, which in turn makes it easier for the body to eliminate them
in the urine.
 
    ELIMINATION.  Elimination describes the process by which the body expels a
drug. If the blood absorbs a drug, it will be primarily eliminated in the urine
either in its native or metabolized forms. Elimination is important because
toxicity is primarily a matter of concentration--even common compounds such as
aspirin and caffeine are toxic at high enough concentrations. If the body does
not eliminate a drug, the drug's concentration will build up with every dose
taken, eventually reaching toxic levels.
 
    TOXICOLOGY.  Toxicology describes the adverse effects a drug has on the
body. These range from nausea to death. All drugs must be shown to be safe to
the satisfaction of regulatory authorities prior to commercialization.
Toxicology consists of tests designed to determine the likelihood that a drug
will cause death or the growth of tumors, disrupt normal reproductive function
or the immune system or mutate DNA.
 
    For every 1,000 hits identified through primary screening, only about ten
survive secondary screening and make it into clinical trials, the final stage of
drug discovery. Of those ten, only one, on average, 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

<PAGE>
    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

<PAGE>
      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

<PAGE>
    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

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

<TABLE>
<CAPTION>
                         REPRESENTATIVE PRODUCT                             NUMBER OF   YEAR OF INTRODUCTION FOR
PRODUCT CATEGORY                 AREAS                  DESCRIPTION         PRODUCTS        PRODUCT CATEGORY
----------------        ------------------------  ------------------------  ---------   -------------------------
<S>                     <C>                       <C>                       <C>         <C>
PROTEOMICS
Protein Purification    Purification Pipette      Disposable pipette tips      50             1999 (coated)
                        Tips                      - coated with                           Est. Q4 2000 (loaded)
                                                  purification media
                                                  - loaded with
                                                  purification media
                        -----------------------------------------------------------------------------------------
                        Macro Spin Columns        Disposable tubes             20                 1998
                                                  containing purification
                                                  media
                        -----------------------------------------------------------------------------------------
                        Ultra Micro Spin Columns  Disposable tubes             20                 1998
                                                  containing purification
                                                  media
                        -----------------------------------------------------------------------------------------
                        Dialyzers                 Membrane capped 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)
-----------------------------------------------------------------------------------------------------------------
</TABLE>

 
    PROTEOMICS PRODUCTS--PROTEIN PURIFICATION
 
    PREPTIP PROTEIN PURIFICATION PIPETTE TIPS
 
    Our proprietary PrepTip pipette tips consist of a standard disposable
pipette tip coated on the inside with the same chromatography media used in
packed bed columns. This coating selectively binds proteins, but not the salts,
detergents, electrophoresis gels, buffers and cellular debris that are often
mixed in with the proteins. Our PrepTip pipette tip enables 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

<PAGE>
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

<PAGE>
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

<PAGE>
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

<PAGE>
    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

<PAGE>
   
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

<PAGE>
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

<PAGE>
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

<PAGE>
    - 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

<PAGE>

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

<TABLE>
<CAPTION>
NAME                                                AGE                         POSITION
----                                              --------   ----------------------------------------------
<S>                                               <C>        <C>
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
</TABLE>

    
 
   
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

<PAGE>
    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

<PAGE>
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

<PAGE>
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                         LONG-TERM
                                                 ANNUAL COMPENSATION   COMPENSATION
                                                 -------------------   -------------
                                                                          NUMBER
                                                                       OF SECURITIES
                                                                        UNDERLYING         ALL
                                                                          OPTIONS         OTHER
NAME AND POSITION                                 SALARY     BONUS        GRANTED      COMPENSATION
-----------------                                --------   --------   -------------   ------------
<S>                                              <C>        <C>        <C>             <C>
Chane Graziano ................................  $219,000   $232,000       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
</TABLE>

 
------------------------------
(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
 

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

 
--------------------------
(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

<PAGE>
    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:
 

<TABLE>
<CAPTION>
                                                                            POTENTIAL REALIZABLE
                                                                              VALUE AT ASSUMED
                                                                              ANNUAL RATES OF
                                                                                STOCK PRICE
                                                           NUMBER OF            APPRECIATION
                                                          SECURITIES          FOR OPTION TERM
                                                          UNDERLYING      ------------------------
                                                        OPTIONS GRANTED       5%           10%
                                                        ---------------   ----------   -----------
<S>                                                     <C>               <C>          <C>
Chane Graziano........................................      458,257       $8,478,047   $13,783,827
 
David Green...........................................      458,257       $8,478,047   $13,783,827
</TABLE>

 
    The potential realizable value is not intended to predict future
    appreciation of the price of our common stock. The values shown do not
    consider non-transferability, vesting or termination of the options upon
    termination of the employee's employment relationship with us.
 
FISCAL YEAR-END OPTION VALUES
 
    The following table sets forth information concerning the number and value
of unexercised options to purchase common stock held as of December 31, 1999 by
the executive officers listed in the Summary Compensation Table. There was no
public trading market for our common stock as of December 31, 1999. Accordingly,
the values of the unexercised in-the-money options have been calculated on the
basis of the estimated fair value of our common stock at December 31, 1999 of
$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
 

<TABLE>
<CAPTION>
                                                   NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                  UNDERLYING UNEXERCISED         IN-THE-MONEY OPTIONS
                                                OPTIONS AT FISCAL YEAR-END        AT FISCAL YEAR-END
                                                ---------------------------   ---------------------------
NAME                                            EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                                            -----------   -------------   -----------   -------------
<S>                                             <C>           <C>             <C>           <C>
Chane Graziano................................    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
</TABLE>

 
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

<PAGE>
    - 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

<PAGE>
$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

<PAGE>
                  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

<PAGE>
                       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.
 
   

<TABLE>
<CAPTION>
                                                        BENEFICIAL OWNERSHIP                 BENEFICIAL OWNERSHIP
                                                        PRIOR TO OFFERING(1)                  AFTER OFFERING(1)
                                                       ----------------------   SHARES TO   ----------------------
NAME OF BENEFICIAL OWNER                                 SHARES      PERCENT     BE SOLD      SHARES      PERCENT
------------------------                               ----------   ---------   ---------   ----------   ---------
<S>                                                    <C>          <C>         <C>         <C>          <C>
Christopher W. Dick(2) ..............................   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%
</TABLE>

    
 
--------------------------
 
  *  Represents less than 1% of the outstanding shares of common stock.
 
                                       52

<PAGE>
 (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

<PAGE>

                          DESCRIPTION OF CAPITAL STOCK
 
    Following this offering, our authorized capital stock will consist of
80,000,000 shares of common stock and 5,000,000 shares of undesignated preferred
stock, issuable in one or more series designated by our board of directors. No
other class of capital stock will be authorized. 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

<PAGE>
   
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

<PAGE>
    NO STOCKHOLDER ACTION BY WRITTEN CONSENT
 
    Our certificate of incorporation provides that any action required or
permitted to be taken by our stockholders at an annual or special meeting of
stockholders must be effected at a duly called meeting and may not be taken or
effected by a written consent of stockholders.
 
    SPECIAL MEETINGS OF STOCKHOLDERS
 
    Our certificate of incorporation and by-laws provide that a special meeting
of stockholders may be called only by our board of directors. Our by-laws
provide that only those matters included in the notice of the special meeting
may be considered or acted upon at that special meeting unless otherwise
provided by law.
 
    ADVANCE NOTICE OF DIRECTOR NOMINATIONS AND STOCKHOLDER PROPOSALS
 
    Our by-laws include advance notice and informational requirements and time
limitations on any director nomination or any new proposal which a stockholder
wishes to make at an annual meeting of stockholders. For the first annual
meeting following the completion of this offering, a stockholder's notice of a
director nomination or proposal will be timely if delivered to our secretary at
our principal executive offices not later than the close of business on the
later of the 75th day prior to the scheduled date of such annual meeting or the
10th day following the day on which public announcement of the date of such
annual meeting is made by us.
 
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
 
    As required by Delaware law, any amendment to our certificate of
incorporation must first be approved by a majority of our board of directors
and, if required by law, thereafter approved by a majority of the outstanding
shares entitled to vote with respect to such amendment, except that any
amendment to the provisions relating to stockholder action by written consent,
directors, limitation of liability and the amendment of our certificate of
incorporation must be approved by not less than 75% of the outstanding shares
entitled to vote with respect to such amendment.
 
AMENDMENT OF BY-LAWS
 
    Our certificate of incorporation and by-laws provide that our by-laws may be
amended or repealed by our board of directors or by the stockholders. Such
action by the board of directors requires the affirmative vote of a majority of
the directors then in office. Such action by the stockholders requires the
affirmative vote of at least 75% of the shares present in person or represented
by proxy at an annual meeting of stockholders or a special meeting called for
such purpose unless our board of directors recommends that the stockholders
approve such amendment or repeal at such meeting, in which case such amendment
or repeal only requires the affirmative vote of a majority of the shares present
in person or represented by proxy at the meeting.
 
STATUTORY BUSINESS COMBINATION PROVISION
 
    Following the offering, we will be subject to Section 203 of the Delaware
General Corporation Law, which prohibits a publicly-held Delaware corporation
from consummating a "business combination," except under certain circumstances,
with an "interested stockholder" for a period of three years after the date such
person became an "interested stockholder" unless:
 
    - before such person became an interested stockholder, the board of
      directors of the corporation approved the transaction in which the
      interested stockholder became an interested stockholder or approved the
      business combination;
 
                                       56

<PAGE>
    - upon the closing of the transaction that resulted in the interested
      stockholder becoming such, the interested stockholder owned at least 85%
      of the voting stock of the corporation outstanding at the time the
      transaction commenced, excluding shares held by directors who are also
      officers of the corporation and shares held by employee stock plans; or
 
    - following the transaction in which such person became an interested
      stockholder, the business combination is approved by the board of
      directors of the corporation and authorized at a meeting of stockholders
      by the affirmative vote of the holders of at least two-thirds of the
      outstanding voting stock of the corporation not owned by the interested
      stockholder.
 
    The term "interested stockholder" generally is defined as a person who,
together with affiliates and associates, owns, or, within the prior three years,
owned, 15% or more of a corporation's outstanding voting stock. The term
"business combination" includes mergers, consolidations, asset sales involving
10% or more of a corporation's assets and other similar transactions resulting
in a financial benefit to an interested stockholder. Section 203 makes it more
difficult for an "interested stockholder" to effect various business
combinations with a corporation for a three-year period. A Delaware corporation
may "opt out" of Section 203 with an express provision in its original
certificate of incorporation or an express provision in its certificate of
incorporation or by-laws resulting from an amendment approved by holders of at
least a majority of the outstanding voting stock. Neither our certificate of
incorporation nor our by-laws contain any such exclusion.
 
TRADING ON THE NASDAQ NATIONAL MARKET SYSTEM
 
    We have applied to have our common stock approved for quotation on the
Nasdaq National Market under the symbol "HBIO."
 
NO PREEMPTIVE RIGHTS
 
    No holder of any class of our stock has any preemptive right to purchase any
of our securities.
 
TRANSFER AGENT AND REGISTRAR
 
    The transfer agent and registrar for our common stock will be Registrar and
Transfer Company.
 
                                       57

<PAGE>
                        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

<PAGE>
amounts of our common stock in the public market, or the perception that such
sales may occur, may cause the market prices of our common stock to decline.
 
REGISTRATION RIGHTS
 
    After the 180-day period following the closing of this offering, the holders
of 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

<PAGE>

                                  UNDERWRITING
 
GENERAL
 
    Subject to the terms and conditions set forth in an agreement among the
underwriters and us, each of the underwriters named below, through their
representatives, Thomas Weisel Partners LLC, 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:
 

<TABLE>
<CAPTION>
                                                              NUMBER OF
UNDERWRITERS                                                    SHARES
------------                                                  ----------
<S>                                                           <C>
Thomas Weisel Partners LLC..................................
Dain Rauscher Incorporated..................................
ING Barings LLC.............................................
                                                              ----------
 
    Total...................................................  6,422,450
                                                              ==========
</TABLE>

 
    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

<PAGE>
    - 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:
 

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

 
INDEMNIFICATION OF THE UNDERWRITERS
 
    We and the selling stockholder will indemnify the underwriters against some
civil liabilities, including liabilities under the Securities Act and
liabilities arising from breaches of our representations and warranties
contained in the underwriting agreement. If we are unable to provide this
indemnification, we will contribute to payments the underwriters may be required
to make in respect of those liabilities.
 
RESERVED SHARES
 
   
    The underwriters, at our request, have reserved for sale at the initial
public offering price up to 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

<PAGE>
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

<PAGE>
    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

<PAGE>
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

<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 

<TABLE>
<S>                                                           <C>
HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
Independent Auditors' Report................................     F-2
Consolidated Balance Sheets at December 31, 1998 and 1999
  and 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
</TABLE>

 
                                      F-1

<PAGE>
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

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

<TABLE>
<CAPTION>
                                                         DECEMBER 31,    DECEMBER 31,    SEPTEMBER 30,
                                                             1998            1999             2000
                                                         -------------   -------------   --------------
<S>                                                      <C>             <C>             <C>
                                        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
                                                          ==========      ===========     ===========
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-3

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

<TABLE>
<CAPTION>
                                                       DECEMBER 31,    DECEMBER 31,    SEPTEMBER 30,
                                                           1998            1999             2000
                                                       -------------   -------------   --------------
<S>                                                    <C>             <C>             <C>
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
                                                        ==========     ============    =============
</TABLE>

 
                See accompanying notes to financial statements.
 
                                      F-4

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

<TABLE>
<CAPTION>
                                                                                     NINE MONTHS ENDED
                                              YEARS ENDED DECEMBER 31,                 SEPTEMBER 30,
                                      ----------------------------------------   --------------------------
                                         1997          1998           1999          1999           2000
                                      -----------   -----------   ------------   -----------   ------------
                                                                                 (UNAUDITED)
<S>                                   <C>           <C>           <C>            <C>           <C>
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
                                      ===========   ===========   ============   ===========   ============
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-5

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

<TABLE>
<CAPTION>
                                                                  ADDITIONAL    ADDITIONAL
                                                  ACCUMULATED      PAID-IN        PAID-IN       RETAINED
                                                     OTHER        CAPITAL--      CAPITAL--      EARNINGS
                                       COMMON    COMPREHENSIVE      STOCK         COMMON      (ACCUMULATED       NOTES
                                       STOCK         LOSS          OPTIONS         STOCK        DEFICIT)      RECEIVABLE
                                      --------   -------------   ------------   -----------   -------------   -----------
<S>                                   <C>        <C>             <C>            <C>           <C>             <C>
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)
                                      ========     =========     ============   ===========   =============   ===========
 
<CAPTION>
 
                                                         TOTAL
                                                     STOCKHOLDERS'
                                        TREASURY        EQUITY
                                         STOCK         (DEFICIT)
                                      ------------   -------------
<S>                                   <C>            <C>
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)
                                      ============   ============
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-6

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

<TABLE>
<CAPTION>
                                                                                                           NINE MONTHS ENDED
                                                                    YEARS ENDED DECEMBER 31,                 SEPTEMBER 30,
                                                             ---------------------------------------   --------------------------
                                                                1997         1998           1999          1999           2000
                                                             ----------   -----------   ------------   -----------   ------------
                                                                                                       (UNAUDITED)
<S>                                                          <C>          <C>           <C>            <C>           <C>
Cash flows from operating activities:
  Net (loss) income........................................  $1,107,208   $    71,142   $(29,419,917)  $(6,205,887)  $(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
                                                             ==========   ===========   ============   ===========   ============
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-7

<PAGE>
                    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

<PAGE>
                    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:
 

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

 
    (F)  CATALOG COSTS
 
       Significant costs of product catalog design, development and production
       are capitalized and amortized over the expected useful life of the
       catalog (usually 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

<PAGE>
                    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

<PAGE>
                    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

<PAGE>
                    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.
 

<TABLE>
<CAPTION>
                                                     YEARS ENDED DECEMBER 31,
                                                    --------------------------
                                                       1998           1999
                                                    -----------   ------------
                                                           (UNAUDITED)
<S>                                                 <C>           <C>
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
                                                    ===========   ============
</TABLE>

 
                                      F-12

<PAGE>
                    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:
 

<TABLE>
<CAPTION>
                                                DECEMBER 31,
                                           -----------------------   SEPTEMBER 30,
                                              1998         1999          2000
                                           ----------   ----------   -------------
<S>                                        <C>          <C>          <C>
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
                                           ==========   ==========    ==========
</TABLE>

 
(5)  PROPERTY, PLANT AND EQUIPMENT
 
    Property, plant and equipment consists of the following:
 
   

<TABLE>
<CAPTION>
                                                DECEMBER 31,
                                           -----------------------   SEPTEMBER 30,
                                              1998         1999          2000
                                           ----------   ----------   -------------
<S>                                        <C>          <C>          <C>
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
                                           ==========   ==========    ==========
</TABLE>

    
 
(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

<PAGE>
                    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:
 

<TABLE>
<CAPTION>
                                                DECEMBER 31,
                                            ---------------------   SEPTEMBER 30,
                                              1998        1999          2000
                                            --------   ----------   -------------
<S>                                         <C>        <C>          <C>
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
                                            ========   ==========    ===========
</TABLE>

 
   
    On March 2, 1999, the Company entered into two loan agreements with two
banks to borrow up to $5.5 million. The purpose of the loan agreements was to
partially finance the acquisition of Biochrom (see note 3). Principal and
interest are being paid in quarterly installments, with the final payment due in
January 2002. The interest rate is determined by one of the banks base rate plus
1%, (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:
 

<TABLE>
<S>                                                           <C>
2001........................................................  $ 1,550,004
2002........................................................    4,449,996
2003........................................................      777,500
2004........................................................      500,000
Thereafter..................................................           --
                                                              -----------
                                                              $ 7,277,500
                                                              ===========
</TABLE>

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

<PAGE>
                    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:
 

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

 
(9)  COMMON STOCK WARRANTS
 
    At 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

<PAGE>
                    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:
 

<TABLE>
<CAPTION>
                                                         CAPITAL    OPERATING
                                                          LEASES      LEASES
                                                         --------   ----------
<S>                                                      <C>        <C>
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
                                                         =======
</TABLE>

 
(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

<PAGE>
                    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:
 

<TABLE>
<CAPTION>
                                                      DECEMBER 31,   SEPTEMBER 30,
                                                          1999           2000
                                                      ------------   -------------
<S>                                                   <C>            <C>
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
                                                        =========      =========
</TABLE>

 
                                      F-17

<PAGE>
                    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:
 

<TABLE>
<CAPTION>
                                                      DECEMBER 31,   SEPTEMBER 30,
                                                          1999           2000
                                                      ------------   -------------
<S>                                                   <C>            <C>
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
                                                       ==========     ==========
</TABLE>

 
    The weighted average assumptions used in determining the net pension cost
for the Company's plans follows:
 

<TABLE>
<CAPTION>
                                                       DECEMBER 31,    SEPTEMBER 30,
                                                           1999             2000
                                                      --------------   --------------
<S>                                                   <C>              <C>
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%
</TABLE>

 
                                      F-18

<PAGE>
                    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:
 

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                            ---------------------   SEPTEMBER 30,
                                                              1998        1999          2000
                                                            --------   ----------   -------------
<S>                                                         <C>        <C>          <C>
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
                                                            ========   ==========    ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                          DECEMBER 31,
                              ------------------------------------   SEPTEMBER 30,
                                 1997        1998         1999           2000
                              ----------   --------   ------------   -------------
<S>                           <C>          <C>        <C>            <C>
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)
                              ==========   ========   ============   ============
</TABLE>

 
                                      F-19

<PAGE>
                    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:
 
   

<TABLE>
<CAPTION>
                                            DECEMBER 31,
                                 ----------------------------------   SEPTEMBER 30,
                                   1997        1998        1999           2000
                                 ---------   --------   -----------   -------------
<S>                              <C>         <C>        <C>           <C>
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
                                 =========   ========   ===========    ===========
</TABLE>

    
 
                                      F-20

<PAGE>
                    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:
 
   

<TABLE>
<CAPTION>
                                          DECEMBER 31,
                               -----------------------------------   SEPTEMBER 30,
                                 1997       1998          1999           2000
                               --------   ---------   ------------   -------------
<S>                            <C>        <C>         <C>            <C>
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
                               ========   =========   ============   ============
</TABLE>

    
 
    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

<PAGE>
                    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

<PAGE>
                    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.
 

<TABLE>
<CAPTION>
                                                        EMPLOYEE STOCK OPTIONS
                                                    ------------------------------
                                                      OPTIONS     WEIGHTED AVERAGE
                                                    OUTSTANDING    EXERCISE PRICE
                                                    -----------   ----------------
<S>                                                 <C>           <C>
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
                                                    ==========        =======
</TABLE>

 
    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):
 

<TABLE>
<CAPTION>
                                   OPTIONS OUTSTANDING
                      ---------------------------------------------
                          NUMBER                           WEIGHTED
                      OUTSTANDING AT       WEIGHTED-       AVERAGE
     RANGE OF         SEPTEMBER 30,    AVERAGE REMAINING   EXERCISE
  EXERCISE PRICE           2000        CONTRACTUAL LIFE     PRICE
-------------------   --------------   -----------------   --------
<C>                   <C>              <S>                 <C>
$      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
</TABLE>

 
                                      F-23

<PAGE>
                    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:
 

<TABLE>
<CAPTION>
                                                  YEARS ENDED DECEMBER 31,
                                            ------------------------------------   NINE MONTHS ENDED
                                                                                     SEPTEMBER 30,
                                               1997        1998         1999             2000
                                            ----------   --------   ------------   -----------------
<S>                                         <C>          <C>        <C>            <C>
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)
                                            ----------   -------    ------------     ------------
</TABLE>

 
    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.
 

<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                                                -------------------   SEPTEMBER 30,
                                                  1997       1999         2000
                                                --------   --------   -------------
<S>                                             <C>        <C>        <C>
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%
</TABLE>

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

<TABLE>
<CAPTION>
                                               YEARS ENDED                         NINE MONTHS ENDED
                                ------------------------------------------   -----------------------------
                                DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   SEPTEMBER 30,   SEPTEMBER 30,
                                    1997           1998           1999           1999            2000
                                ------------   ------------   ------------   -------------   -------------
                                                                              (UNAUDITED)
<S>                             <C>            <C>            <C>            <C>             <C>
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
                                ===========    ===========    ===========     ===========     ===========
</TABLE>

    
 
                                      F-24

<PAGE>
                    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:
 

<TABLE>
<CAPTION>
                                          DECEMBER 31,   DECEMBER 31,   SEPTEMBER 30,
                                              1998           1999           2000
                                          ------------   ------------   -------------
<S>                                       <C>            <C>            <C>
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
                                            ========      ==========     ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                              YEARS ENDED                         NINE MONTHS ENDED
                               ------------------------------------------   -----------------------------
                               DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   SEPTEMBER 30,   SEPTEMBER 30,
                                   1997           1998           1999           1999            2000
                               ------------   ------------   ------------   -------------   -------------
                                                                             (UNAUDITED)
<S>                            <C>            <C>            <C>            <C>             <C>
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
                                ==========      =========    ============    ===========    ============
</TABLE>

 
    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

<PAGE>
                    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:
 

<TABLE>
<CAPTION>
                                                        DECEMBER 31,
                                                    ---------------------   SEPTEMBER 30,
                                                      1998        1999          2000
                                                    --------   ----------   -------------
<S>                                                 <C>        <C>          <C>
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
                                                    ========   ==========    ==========
</TABLE>

 
(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

<PAGE>
                    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

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

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

 
YEAR 2000 AND EUROPEAN MONETARY UNION
 
    As the Company ceased to trade on the 26th February 1999 the directors are
satisfied that there are no risks associated with the impact of the Year 2000
date change or European Monetary Union.
 
RESEARCH AND DEVELOPMENT
 
    It is the Company's policy to carry out research and development to develop
products in the fields of spectrophotometry and amino acid analysis. Our
objective is the rapid creation of products utilising Biochrom's strengths in
electronic, software, optical and mechanical design plus production skills.
 
    Expenditure on research and development is set out in the profit and loss
accounts on page F-29.
 
CLOSE COMPANY PROVISIONS
 
    As far as the Directors are aware the close company provisions of the Income
and Corporation Taxes Act 1988 as amended do not apply to the Company. There has
been no change in this respect since the end of the financial year.
 
POST BALANCE SHEET EVENT
 
    Effective 26th February 1999, the Company sold the majority of its net
assets to Biochrom Limited.
 
    (See note 23).
 
                                      F-28

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
                                    FORMERLY
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                            REPORT OF THE DIRECTORS
 
                     FOR THE YEAR ENDED 31ST DECEMBER 1998
 
AUDITORS
 
    Our auditors, Coopers & Lybrand, merged with Price Waterhouse on 1
July 1998, following which Coopers & Lybrand resigned and the directors
appointed the new firm, PricewaterhouseCoopers, as auditors.
 
    A resolution to reappoint PricewaterhouseCoopers as auditors to the company
will be proposed at the annual general meeting.
 
BY ORDER OF THE BOARD
 
J.G. LEE
DIRECTOR
 
                                      F-29

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                         YEAR ENDED 31ST DECEMBER 1998
 
STATEMENT OF DIRECTORS' RESPONSIBILITIES
 
    Company law requires the directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
company and of the profit or loss of the company for that period. In preparing
these financial statements, the directors are required to:
 
    * Select suitable accounting policies and then apply them consistently;
 
    * Make judgements and estimates that are reasonable and prudent;
 
    * State whether applicable accounting standards have been followed, subject
      to any material departures disclosed and explained in the financial
      statements;
 
    * Prepare the financial statements on the going concern basis unless it is
      inappropriate to presume that the company will continue in business.
 
    The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. They are also responsible for safeguarding the assets of
the company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
 
BY ORDER OF THE BOARD
 
        /s/ J.G. Lee
----------------------------    Director
 
        9 April 1999
----------------------------    Date
 
                                      F-30

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

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

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

 
Reserves statement see note 15
 
All activities are discontinued (note 23).
 
    The company has no recognised gains and losses other than those included in
the profits above, and therefore no separate statement of total recognised gains
and losses has been presented.
 
    There is no difference between the profit on ordinary activities before
taxation and the retained profit for the year stated above and historical cost
equivalents.
 
                                      F-32

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

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

 
    The financial statements on pages F-29 to F-43 were approved by the Board of
Directors on 9 April 1999 and were signed on its behalf by:
 
        /s/ J.G. Lee
----------------------------    Director
 
        9 April 1999
----------------------------    Date
 
                                      F-33

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

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

 
                                      F-34

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

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

 
(c) DEFERRED TAXATION
    Provision is made using the liability method for the tax effect of all
    material timing differences between profits computed for taxation purposes
    and those stated in the accounts, except insofar as the timing differences
    are expected to continue for the foreseeable future.
 
(d) FOREIGN CURRENCY
    Assets and liabilities in foreign currencies are translated to sterling at
    the rates of exchange ruling at the end of the financial year. Exchange
    differences resulting from changes in foreign currency rates are written off
    to the profit and loss account.
 
(e) RESEARCH AND DEVELOPMENT EXPENDITURE
    Expenditure on research and development is written off to the profit and
    loss account during the year in which it is incurred.
 
(f) OPERATING LEASES
    Costs in respect of operating leases are charged on a straight line basis in
    arriving at the operating profit.
 
                                      F-35

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

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

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

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

 
                                      F-36

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

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

 
4. OTHER OPERATING INCOME
 

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

 
5. INTEREST RECEIVABLE
 

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

 
6. TAXATION
 

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

 
                                      F-37

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

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

 
8. DIRECTORS` EMOLUMENTS
 

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

 
    Retirement benefits are accruing to one Director under a defined benefit
scheme (1997:one).
 
                                      F-38

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

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

 
10. STOCK
 

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

 
    The Directors do not believe that the current replacement cost of stock is
materially different from its historical cost.
 
                                      F-39

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

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

 
12. CREDITORS--AMOUNTS FALLING DUE WITHIN ONE YEAR
 

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

 
13.(A) PROVISIONS FOR LIABILITIES AND CHARGES
 

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

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

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

 
    The dilapidation provision was released to the Profit and Loss account in
the light of the surrender without penalty of the building lease on the sale of
net assets of the Company described in note 23.
 
                                      F-40

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

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

 
14. CALLED UP SHARE CAPITAL
 

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

 
15. STATEMENT OF RESERVES
 

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

 
16. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
 

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

 
                                      F-41

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

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

 
18. CONTINGENT LIABILITIES AND FINANCIAL COMMITMENTS
 

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

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

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

 
                                      F-42

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

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

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

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

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

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

 
20. PENSION OBLIGATIONS
 
    The Company participates in a pension fund operated by Pharmacia Biotech UK,
a branch office of Pharmacia Biotech Europe GmbH (previously Pharmacia Limited)
providing benefits based on final pensionable pay. The assets of the fund are
held separately from those of the Company being invested with investment
managers in a managed fund.
 
                                      F-43

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
20. PENSION OBLIGATIONS (CONTINUED)
    The total pension cost for the company is set out in note 7. The pension
cost is assessed in accordance with the advice of an independent qualified
actuary using the projected unit method. The most recent actuarial valuation
adopted by the Trustees of the Pharmacia Limited Staff Superannuation Fund was
as at 1 January 1997. The assumptions which had the most significant effect on
the results of the valuation were those relating to:
 
    a)  the future rate of investment return on the fund;
 
    b)  the future rate at which members' salaries would increase;
 
    c)  the rate of withdrawal from service.
 
    It was assumed that the long term rate of investment return would be at an
average of 9% per annum and the rate of future salary increases would be at 7.5%
per annum. The rate of withdrawal from service was selected at a rate slightly
less than the rate experienced over the inter-valuation period.
 
    The most recent actuarial valuation adopted by the Trustees showed that the
market value of the fund's assets was L5,564,000 and that the actuarial value of
those assets represented 112% of the benefits that had accrued to members, after
allowing for expected future increases in basic salary.
 
    The existing pension fund was formed in 1986 by the amalgamation of the
Pharmacia Biotech Limited and Pharmacia LKB Biochrom Limited schemes. Following
the net asset sale on 26 February 1999 (note 23), all Pharmacia Biotech active
members (staff formerly employed by Pharmacia Biotech Limited) will transfer
into the Nycomed Amersham Scheme. The remaining "Biochrom" active members will
have the choice to transfer into the new Biochrom Limited pension scheme. All
current and deferred members will remain in the Pharmacia Biotech UK Pension
Fund which will be administered by Pharmacia & Upjohn at Milton Keynes.
 
21. RELATED PARTY TRANSACTIONS
 
    As a wholly owned subsidiary, whose results are included in the consolidated
financial statements of Pharmacia & Upjohn, Inc. (see note 22), the company is
exempt from the requirement to disclose details of transactions with other group
companies.
 
    The Director regards Amersham Pharmacia Biotech AB ("APB") as a related
party by virtue of the fact that the company's ultimate parent undertaking
Pharmacia & Upjohn Inc. holds a 45% interest in APB and that there are certain
common directorships. Sales to APB group companies amounted to L6,608,485 and
the company was owed L1,010,761 as at 31 December 1998 in relation to trading
balances.
 
                                      F-44

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
22. ULTIMATE AND IMMEDIATE PARENT UNDERTAKING
 
    The directors regard Pharmacia & Upjohn, Inc, a company incorporated in the
USA, as the ultimate parent and controlling undertaking. Copies of the ultimate
parent's consolidated financial statements may be obtained from:
 
    Pharmacia & Upjohn, Inc
    7000 Portage Road, Kalamazoo
    Michigan 49001, USA
 
    According to the register kept by the company, Pharmacia & Upjohn Limited, a
company registered in England and Wales, has a 100% interest in the equity
capital of the company at 31 December 1998.
 
23. POST BALANCE SHEET EVENTS
 
    On the 26th February 1999, the Company sold the majority of its net assets
to Biochrom Limited for a consideration of US Dollars 6,362,574. Following this,
the Company will cease to trade.
 
24. SUMMARY OF DIFFERENCES BETWEEN UK AND US GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES ("GAAP")
 
    The company has prepared financial statements in accordance with UK GAAP.
There are no reconciling differences between US and UK GAAP related to the
equity shareholders' funds as of 31 December 1997 and 1998 and the net income
for the years ended 31 December 1997 and 1998. 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

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
24. SUMMARY OF DIFFERENCES BETWEEN UK AND US GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES ("GAAP") (CONTINUED)
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.
 

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

 
                                      F-46

<PAGE>
   
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.

<PAGE>

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 

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

<TABLE>
<CAPTION>
NATURE OF EXPENSE                                               AMOUNT
-----------------                                             ----------
<S>                                                           <C>
SEC Registration Fee........................................  $   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
</TABLE>

 
    The amounts set forth above, except for the Securities and Exchange
Commission, National Association of Securities Dealers, Inc. and Nasdaq National
Market fees, are in each case estimated.
 

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

<PAGE>

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES
 
    Set forth in chronological order below is information regarding the number
of shares of capital stock issued by us since 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.
 
   

<TABLE>
    <C>               <S>
               *1.1   Form of Underwriting Agreement.
 
              **2.1   Asset Purchase Agreement dated March 2, 1999 by and among
                      Biochrom Limited and Pharmacia Biotech Limited and Pharmacia
                      & Upjohn, Inc. and Harvard Apparatus, Inc. (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.
</TABLE>

    
 
                                      II-2

<PAGE>
   

<TABLE>
    <C>               <S>
              **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.
</TABLE>

    
 
------------------------
 
  * To be filed by amendment to this registration statement.
 
 ** Previously filed.
 
   
  + Confidential treatment requested as to this exhibit.
    
 
    (B) FINANCIAL STATEMENT SCHEDULES
 
                                      II-3

<PAGE>
    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

<PAGE>

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, on November 8,
2000.
    
 

<TABLE>
<S>                                                    <C>  <C>
                                                       HARVARD BIOSCIENCE, INC.
 
                                                       By:               /s/ JAMES WARREN
                                                            -----------------------------------------
                                                                           James Warren
                                                                     CHIEF FINANCIAL OFFICER
</TABLE>

 
    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
 
   

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                    DATE
                      ---------                                   -----                    ----
<C>                                                    <S>                          <C>
                          *                            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.
</TABLE>

    
 

<TABLE>
<S>   <C>
*By:              /s/ JAMES WARREN
      ----------------------------------------
                    James Warren
                  Attorney-in-fact
</TABLE>

 
                                      II-5

<PAGE>
   
                               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.
    
 
   

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                    DATE
                      ---------                                   -----                    ----
<C>                                                    <S>                          <C>
                 /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
</TABLE>

    
 
                                      II-6

<PAGE>

                                 EXHIBIT INDEX
 
   

<TABLE>
       EXHIBIT
         NO.            DESCRIPTION
       -------          ------------------------------------------------------------
<C>                     <S>
          *1.1          Form of Underwriting Agreement.
 
         **2.1          Asset Purchase Agreement dated March 2, 1999 by and among
                          Biochrom Limited and Pharmacia Biotech Limited and
                          Pharmacia & Upjohn, Inc. and Harvard Apparatus, Inc.
                          (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.
</TABLE>

    
 

<PAGE>
   

<TABLE>
       EXHIBIT
         NO.            DESCRIPTION
       -------          ------------------------------------------------------------
<C>                     <S>
        **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.
</TABLE>

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






<PAGE>

                                                                     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) 




<PAGE>

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


<PAGE>


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


<PAGE>


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


<PAGE>



                      (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


<PAGE>

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


<PAGE>


                  (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


<PAGE>


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."


<TABLE>
<CAPTION>
                                          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
------------------                    --------------------------                  --------------------------
<S>                                   <C>                                         <C>
March 15, 2002                                  156,433                                     16,166
March 15, 2003                                  156,433                                     16,167
March 15, 2004                                  156,434                                     16,167
</TABLE>


                           (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


<PAGE>

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


<PAGE>

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


<PAGE>


                           (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


<PAGE>


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


<PAGE>

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


<PAGE>

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


<PAGE>


                           (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


<PAGE>

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


<PAGE>


                           (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


<PAGE>


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


<PAGE>

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


<PAGE>


                           (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


<PAGE>

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


<PAGE>

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


<PAGE>

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


<PAGE>

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


<PAGE>


         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


<PAGE>

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


<PAGE>

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


<PAGE>



         THIS AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as
of this ____ day of _______, 2000

                                        HARVARD BIOSCIENCE, INC.

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




<PAGE>

                                                                     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.



<PAGE>


                                   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


<PAGE>


                  (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


<PAGE>


         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


<PAGE>


         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


<PAGE>

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


<PAGE>



         THIS SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is
executed as of this ____ day of _______, 2000.

                                         HARVARD BIOSCIENCE, INC.

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




<PAGE>


                                                                     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 




<PAGE>

         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


<PAGE>

         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


<PAGE>



         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


<PAGE>



         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


<PAGE>

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


<PAGE>

         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


<PAGE>



         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


<PAGE>


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


<PAGE>


         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


<PAGE>



         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



<PAGE>

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


<PAGE>




                                    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


<PAGE>


         (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


<PAGE>

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


<PAGE>

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


<PAGE>

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


<PAGE>

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




<PAGE>
                                                                  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

<PAGE>

                           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:


<TABLE>
<S>                                         <C>
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.

</TABLE>


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.






<PAGE>


                                                                    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.



<PAGE>


     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





<PAGE>

                                                                    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.



<PAGE>


         "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


<PAGE>


         "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


<PAGE>


                  (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


<PAGE>


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



<PAGE>

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


<PAGE>

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


<PAGE>


                  (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


<PAGE>

                  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


<PAGE>


         (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


<PAGE>

                  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


<PAGE>


                  (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


<PAGE>

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


<PAGE>

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


<PAGE>


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


<PAGE>


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


<PAGE>


         (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


<PAGE>


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


<PAGE>

         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


<PAGE>


         (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



<PAGE>

                                                                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



<PAGE>

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


<PAGE>

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


<PAGE>

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


<PAGE>


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


<PAGE>



        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


<PAGE>


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


<PAGE>

    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


<PAGE>

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



<PAGE>

    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







<PAGE>

                                                                    Exhibit 10.4

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

                             DISTRIBUTION AGREEMENT

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

                              W I T N E S S E T H:

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

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

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

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

      "GBP" shall mean British Pounds.

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

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

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


                                        2

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


                                        3

<PAGE>

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

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

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

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

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

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

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

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

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

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


                                        4

<PAGE>

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

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

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

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

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

      "USD" shall mean United States Dollars.

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

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

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

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

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


                                        5

<PAGE>

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

      "Yen" shall mean Japanese Yen.

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

      SECTION 1A.  ESCROW DEPOSITS.

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

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

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

      SECTION 2. APPOINTMENT.

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


                                        6

<PAGE>

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

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

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

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

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

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

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


                                       7

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

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

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

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

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

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

      SECTION 4. PRICES.

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

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


                                       9

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

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

      (d) Intentionally Omitted.

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

      SECTION 5. PAYMENT.

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

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

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

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


                                       10

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

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

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

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

      SECTION 6. SHIPPING AND DELIVERY.

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

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

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

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

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


                                       11

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

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

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

      SECTION 7. MINIMUMS.

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

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

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

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

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

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


                                       12

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

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

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

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

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

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


                                       13

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

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

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

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

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

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


                                       14

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

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

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

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

      SECTION 8. DUTIES OF NEWCO.

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

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

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

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


                                       15

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

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

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

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

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

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

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

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

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

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


                                       16

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

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

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

      SECTION 9. DUTIES OF AP BIOTECH.

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

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

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

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

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


                                       17

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

      SECTION 10. INSURANCE.

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

      SECTION 11. WARRANTY.

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

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

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

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


                                       18

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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

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

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

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

      SECTION 13. TRADEMARKS, ETC.

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

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

      SECTION 14. CONFIDENTIALITY.

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

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


                                       20

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

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

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

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

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

      SECTION 15. CUSTOMER INFORMATION.

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

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

      SECTION 16. TERM; TERMINATION.

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

                                       21

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

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

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

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

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

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

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


                                       22

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

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

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

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

      (d) INTENTIONALLY OMITTED.

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

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


                                       23

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

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

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

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

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

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

      SECTION 17. NON-COMPETITION.

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

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


                                       24

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

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

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

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

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

      SECTION 18. FORCE MAJEURE.

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


                                       25

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

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

      SECTION 19. MISCELLANEOUS.

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

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

      IF TO NEWCO, TO:

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

      with a copy to:

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

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

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


                                       26

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

      Facsimile No.: + 44 171 367 2000

      IF TO AP BIOTECH, TO:

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

      with a copy to:

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

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

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

      (c) GOVERNING LAW.

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


                                       27

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

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

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

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

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

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

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

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

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

                                       28

<PAGE>

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

            (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

<PAGE>

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

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

      (f) ENTIRE AGREEMENT.

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

      (g) EXECUTION IN COUNTERPARTS.

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

      (h) AMENDMENT.

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

      (i) SEVERABILITY.

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


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       30

<PAGE>

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

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


                                       AMERSHAM PHARMACIA BIOTECH AB


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


                                       BIOCHROM LIMITED


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

<PAGE>

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

                                                                   Schedule 1(a)

                                 NEW CO PRICING

AMINO ACID ANALYSIS PRICING

Main Instruments:

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

Chemicals, Chemical Kits, Packed Columns:

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


<PAGE>

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

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


<PAGE>

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

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

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

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


<PAGE>

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

Consumanies and Spare Parts

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

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


<PAGE>

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

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


<PAGE>

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

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


<PAGE>

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

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


<PAGE>

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

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


<PAGE>

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

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


<PAGE>

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

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


<PAGE>

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

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


<PAGE>

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

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


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

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

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

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

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

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

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

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



<PAGE>

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

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

Product line, 4010, accessories

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


<PAGE>

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

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

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

Product line, 4010, spares

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

Product line 4040. Novaspec 11. Accessories

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

Product line 4040. Novaspec II. Spares

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


<PAGE>

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

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

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

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

Product line 4050, Ultrospec II/III, accessories

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


<PAGE>

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

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

Product line 4050, Ultrospec II/III, spares

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


<PAGE>

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

Product line 4054. Ultrospec Plus, accessories

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

Product line 4054, Ultrospec Plus, spares

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

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

Product line 4060, Biochrom 4060, accessories

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

Product line 4060, Boichrom 4060, spares

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

<PAGE>

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

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

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

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

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

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

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

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

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

Product line 4090, Ultrospec 2000, accessories

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

<PAGE>

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

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

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

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

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

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

<PAGE>

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

Product line 4090, Ultrospec 2000. spares

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

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

Product line 4090, Ultrospec 3000, spares

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

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

Product line 4096, Ultrospec 4000, accessories

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

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

<PAGE>

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

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

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

Product line 4096, Ultrospec 4000, spares

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

<PAGE>

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

                                                                Schedule 3(a)(i)

                          FORECAST

                                              BIOCHROM


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



<PAGE>

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

                                  Schedule 3(b)

All costs in SEK

APBiotech site costs

Hardware

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

                  Subtotal                                  89.000

Software

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

                  Subtotal                                  153.140

Installation

                  Upnet personal 36cm a 1000 kr             Price 36000

                  Subtotal                                  36.000

Biochrom site costs

                  Cisco 2500 Routers                        Price 25000 x 2

                  Subtotal                                  50.000

                  Grand Total                               328.140

<PAGE>

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

                                  Schedule 5(d)

Barclays Bank PLC
Barclays Business Centre
Cambridge, Chesterton Branch
28 Chesterton Road, Cambridge
Sort Code 201735
Account #50067970
Account Name: Biochrom Limited

<PAGE>

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

                                  Schedule 19E

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

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

<PAGE>

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

                                ESCROW AGREEMENT

                                                               Exhibit 1A(a)

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

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

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

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

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

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

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

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OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

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

      2. ESTABLISHMENT OF ESCROW.

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

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

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

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

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


                                       2

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OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.

      5. DUTIES AND RESPONSIBILITIES OF ESCROW AGENT.

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

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

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

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


                                       3

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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

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

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

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

      If to Newco:

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

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


                                       5

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

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

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

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


                                       6

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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:

<PAGE>

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

                                    EXHIBIT A

                                ESCROW AGENT FEES


           $425 per calendar quarter during the term of this Agreement


<PAGE>

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

                                    EXHIBIT B

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

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

Ladies and Gentlemen:

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

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

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

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

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

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


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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:
                           -----------------------------


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                                                               Schedule 13(b)(i)

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

BETWEEN

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

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

WHEREAS

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

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

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

IT IS AGREED AS FOLLOWS

                                   DEFINITIONS

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

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

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


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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

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

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

<PAGE>

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

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

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

                        APPROVAL, INSPECTION AND TESTING

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

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

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

                            MAINTENANCE OF TRADEMARKS

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

                                  INFRINGEMENTS

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


                                       4

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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

<PAGE>

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

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

            (a) termination of the Distribution Agreement; or

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

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

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

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

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

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

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

            (e) Intentionally omitted.

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

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

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


                                       6

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

                             EFFECTS OF TERMINATION

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

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

                                 ACKNOWLEDGEMENT

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

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

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


                                       7

<PAGE>

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

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

                              LAW AND CONSTRUCTION

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

                                   ARBITRATION

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

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

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

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

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

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

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


                                       8


<PAGE>

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

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

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

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

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

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

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

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

                                     NOTICES

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


                                       9


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

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

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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

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

                                NON-ASSIGNABILITY

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

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

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

                                    SEVERANCE

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

                                ENTIRE AGREEMENT

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


<PAGE>

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

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

                                          PHARMACIA & UPJOHN, INC.


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


                                          BIOCHROM LIMITED


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




<PAGE>

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

                                                                      Schedule 1

                                 Licensed Marks


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



<PAGE>

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


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



<PAGE>

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


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



<PAGE>

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


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



<PAGE>

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


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



<PAGE>

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


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



<PAGE>

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


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



<PAGE>

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


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



<PAGE>

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


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



<PAGE>

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


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



<PAGE>

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


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



<PAGE>

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


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



<PAGE>

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


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