AMENDMENT TO CELERA DIAGNOSTICS JOINT VENTURE AGREEMENT AS OF JUNE 22, 2004

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AMENDMENT TO JOINT VENTURE AGREEMENT

          AMENDMENT TO JOINT VENTURE AGREEMENT (this “Amendment”), dated as of the 22nd day of June, 2004, is by and among Applera Corporation (“Applera”), the Applied Biosystems Group of Applera (“ABI”), the Celera Genomics Group of Applera (“CRA”), Foster City Holdings, LLC (“ABI LLC”), and Rockville Holdings, LLC (“CRA LLC”).

RECITALS

          WHEREAS, the parties have entered into a Joint Venture Agreement dated as of April 1, 2001 (the “JV Agreement”);

          WHEREAS, the parties have proposed the amendments to the JV Agreement reflected herein to align certain procedural provisions of the JV Agreement with Applera practices, and those amendments have been approved by the Inter-Group Policy Committee as defined in, and required by, by the JV Agreement.

          NOW, THEREFORE, the parties hereto agree to the following amendments to the JV Agreement:

          1. The last paragraph of Section 2.3 of Annex E to the JV Agreement is hereby amended and restated in its entirety to read as follows:

          2. The following sentence is hereby added to the end of Section 4.1(b) of Annex E to the JV Agreement: “Notwithstanding anything to the contrary contained herein, the approval of any matters by members of the JV Board at Applera Executive Committee or other meetings shall be deemed approval by them in their capacity as members of the JV Board, and therefore approval by the JV Board, without the need to call a separate JV Board meeting, provided that the quorum provisions of this paragraph shall have been met at any such meeting.”