SHARE SALE AND TRANSFER AGREEMENT between

Prof. Dr. Winfried Stöcker with his address at Am Sonnenberg 9, 23627 Groß Grönau ("Prof. Dr. Stöcker") and Stöcker Vermögensverwaltungsgesellschaft mbH & Co. KG with its address at Am Sonnenberg 9, 23627 Groß Grönau, a company registered in the commercial register of the Local Court (Amtsgericht) of Lübeck, no. HRA 5340 HL ("Stöcker KG" and, collectively with Prof. Dr. Stöcker, "Seller")

PerkinElmer, Inc., with its address at 940 Winter Street, Waltham, Massachusetts 02451, a corporation, registered in the Commonwealth of Massachusetts, USA ("Purchaser", the Seller and the Purchaser collectively "Parties" and each a "Party").

(a)    declares that he is able to fulfil his obligations resulting from this Agreement due at the Closing Date;

(b)    declares that he either owns (Seller Shares) or has the power of disposition (Option Shares) regarding greater than 52.93 percent (52.93%) of the Company Shares;

(c)    undertakes to continue to conclude as many Option Agreements as possible regarding the remaining Company Shares (exceeding the aforementioned greater than 52.93 percent (52.93%) in his possession or under his disposition);

(d)    undertakes irrevocably to keep in effect prior to the Closing and subsequently exercise the option under all Option Agreements entered into by the Seller at the Scheduled Closing Date; and

(e)    undertakes irrevocably to sell and transfer all Salable Shares to the Purchaser at the Closing after the occurrence of the Closing Conditions.

(a)    declares that it is able to fulfil his obligations resulting from this Agreement due at the Closing Date; and

(b)    undertakes irrevocably to buy all the Salable Shares at the Closing after the occurrence of the Closing Conditions.

(a)    The German Federal Cartel Office (Bundeskartellamt) has (i) notified the Seller or the Purchaser that it will not prohibit the proposed acquisition of the Company Shares, (ii) has failed to notify the Seller or the Purchaser within one month after filing of the proposed acquisition of the Company Shares in accordance with Section 39 of the German Act against Restraints on Competition (Gesetz gegen Wettbewerbsbeschränkungen – "GWB") that it has initiated a formal investigation, or (iii) has failed to issue an order pursuant to Section 40 (2) sentence 1 GWB within the time periods required pursuant to Section 40 (2) GWB.

(b)    The merger control clearance regarding the Transaction has been granted (or is deemed to be granted under other applicable merger control laws) in the People's Republic of China or the Seller and the Purchaser have agreed in writing that such merger control clearance is not necessary prior to the Closing.

The total purchase price for 100 percent (100%) of the Company Shares is EUR 1,200,000,000 (one billion two hundred million Euros) ("Overall Price"). The purchase price for the Salable Shares equals the percentage of the Company Shares delivered to the Purchaser as Salable Shares at the Closing multiplied by the Overall Price ("Purchase Price"). For illustrative purposes only: if the Salable Shares represent 90 percent (90%) of the Company Shares, the Purchase Price shall be 90% of the Overall Price or EUR 1,080,000,000 (one billion eighty million Euros).

(a)    The Seller shall provide evidence of the Option Agreements entered into by Seller.

(b)    The Parties and HSBC Bank PLC ("Escrow Agent") shall execute an escrow agreement establishing an escrow account for the Purchase Price ("Escrow Account") substantially in the form of Annex 5.2(b) with such modifications as the Parties reasonably agree.

(c)    The Purchaser shall pay the Purchase Price into the Escrow Account.

(d)    Following evidence of the payment of the Purchase Price into the Escrow Account, the Seller shall exercise the options under all Option Agreements entered into by the Seller and thereby transfer all Option Shares to himself subject only to the condition precedent (unter der aufschiebenden Bedingung) of the payment of the purchase prices set forth in the Option Agreements.

(e)    The Purchaser shall instruct the Escrow Agent to make the payments set out in Annex 6.3 which shall be updated and agreed to by the Parties as of the Closing Date (in the aggregate "Third Party Amount") to fully extinguish all liens and other encumbrances on any Seller Shares.

(f)    The Seller shall hand over to the Purchaser confirmations substantially in the form of Annex 5.2(f) from the holders of all liens and other encumbrances on the Seller Shares that such liens and other encumbrances have been fully extinguished.

(g)    The Parties shall instruct the Escrow Agent to pay the Purchase Price minus EUR 100,000,000 (one hundred million Euros) ("Escrow Amount") and minus the Third Party Amount to the Seller and to the sellers of the Option Shares as set forth on Annex 5.2(g) which shall be prepared and agreed to by the Parties as of the Closing Date.

(h)    Subject to the condition precedent (unter der aufschiebenden Bedingung) of the payments set forth in Section 5.2(g), the Seller herewith sells the Salable Shares to the Purchaser including all ancillary rights (Nebenrechte) appertaining thereto, including the right to the profits (Gewinnbezugsrecht) for the current financial year of the Company as well as to profits for previous financial years of the Company which have not yet been distributed to the shareholders of the Company as of the Signing Date provided that the Company may make a dividend distribution to its shareholders for the financial year 2016 up to an amount of approximately EUR 4,000,000 (four million Euros) ("2016 Dividend Distribution").

(i)    Subject to the condition precedent (unter der aufschiebenden Bedingung) of the payments set forth in Section 5.2(g), the Seller herewith transfers (überträgt) all Salable Shares (including all ancillary rights (Nebenrechte) as described in Section 5.2(h) to the Purchaser and the Purchaser accepts such transfer. The Parties are of the opinion that the sale and transfer of the Salable Shares to the Purchaser contemplated by this Agreement does not trigger value added tax. The Seller undertakes not to opt to treat the sale and transfer of the Salable Shares as being subject to value added tax.

The Seller hereby represents and warrants to the Purchaser in the form of an independent guarantee regardless of any fault or negligence (selbstständige verschuldensunabhängige Garantie) within the meaning of Section 311 (1) German Civil Code (Bürgerliches Gesetzbuch) that the following statements (collectively "Seller's Corporate Warranties") are true and accurate as of the Signing and as of the Closing or as of any different date(s) set out in the Seller's Corporate Warranties.

The Seller hereby represents and warrants to the Purchaser that the following statements (collectively "Seller's Non-Corporate Warranties") are true and accurate as of the Signing and as of the Closing or as of any different date(s) set out in the Seller's Non-Corporate Warranties. Any reference in this Section 7 to the "Best Knowledge of the Seller" means the knowledge or grossly negligent lack of knowledge of the relevant facts of any member of the managing board (Vorstand) of the Company or any managing director (Geschäftsführer) of any Subsidiary.

(a)    The audited consolidated financial statements of the Target Group as well as the audited individual financial statements of the Company for the business years 2013 through 2016 copies of which are enclosed in Annex 7.1(a) (collectively "Financial Statements") (i) have been prepared in accordance with the German generally accepted accounting principles and (ii) show a true and fair view of the assets and liabilities, financial condition and results of operation (zutreffendes Bild der Vermögens-, Finanz- und Ertragslage), including of any environmental liabilities, of the Target Group Companies as of (and for the financial period up to) 31 December 2013, 31 December 2014, 31 December 2015 and 31 December 2016, respectively. Sufficient provisions have been included and appropriate value adjustments have been made in the Financial Statements for all risks and uncertainties.

(b)    Except for liabilities and obligations incurred in the Ordinary Course, since 1 January 2017 no Target Group Company has incurred or agreed to assume or incur any liability or obligation (whether direct, indirect, accrued or contingent). "Ordinary Course" means any action or inaction of the Target Group Companies which is consistent with past practices (including with respect to quantity and frequency) and is taken in the ordinary course of the Business.

The Target Group Companies have good title to or, in the case of leased or in-licensed assets, valid leasehold interests or licenses for, all assets (whether real, personal, tangible or intangible) reflected in the Financial Statements, except for assets disposed of since 31 December 2016 in the Ordinary Course.

(a)    The Target Group Companies have duly and timely filed all tax returns, given all material notices and supplied all other material information required to be supplied to any relevant tax authority and have properly maintained all material records required to be maintained for tax purposes under applicable law (e.g. transfer pricing documentation).

(b)    All such information was and remained complete, correct and accurate in all material respects and all such tax returns and notices were and remain complete and accurate in all material respects and are based on correct facts and assumptions and comply with all material legal provisions and are not the subject of any material dispute or likely to become the subject of any material dispute with any tax authority.

(c)    All taxes which were due and payable by the Target Group Companies have been timely paid, irrespective of whether they are expressly declared or not.

(a)    To the Best Knowledge of the Seller, the Target Group Companies hold all valid permits, licenses, authorisations (public and private), registrations, qualifications and consents which are required under applicable public laws (nach öffentlichem Recht) in order to conduct the Business substantially in the same manner as conducted at the Signing (collectively "Permits").

(b)    To the Best Knowledge of the Seller, in order to conduct the Business substantially in the same manner as conducted at the signing, (A) the Target Group Companies conduct the Business in compliance with all Permits and (B) the Target Group Companies and the Business are, and have been, in compliance with all material (i) applicable laws, (ii) orders, decrees, rulings, decisions or restrictions imposed by any court, administrative authority, notified body or other public authority, and (iii) applicable European harmonized and international standards.

(a)    No Target Group Company is involved in any material lawsuit, arbitration, administrative or other proceedings pending or threatened by or against it before any state court, arbitration tribunal or Public Authority or any material dispute with any customer or supplier. To the Best Knowledge of the Seller, no circumstances exist which are likely to give rise to any such proceedings against any Target Group Company.

For purposes of this Section 7.5(a), "material" shall mean any proceeding or claim that is reasonably likely to result in a loss to the Target Group of at least EUR 12,000,000 (twelve million Euros).

(b)    To the Best Knowledge of the Seller, no governmental or official investigation or inquiry concerning any Target Group Company is in progress or pending and, no circumstances exist which are likely to give rise to any such investigation or inquiry.

(c)    To the Best Knowledge of the Seller there are no pending product liability claims with the exception of the pending product liability claim described in Annex 7.5(c) or facts giving rise to foresee any product liability of any Target Group Company or any obligation to recall any product.

(a)    During the period between 1 January 2017 and the Signing, the Business has been operated in the Ordinary Course and without any material alteration in the nature, scope or manner.

(b)    All information provided in connection with this Transaction to the Purchaser and its advisors listed on Annex 7.6(b) is accurate in all material respects, is not materially misleading and does not omit anything material relating to the Target Group Companies or the Business which the Purchaser should be aware of in order to be able to evaluate such information.

(c)    To the Best Knowledge of the Seller no facts or circumstances exist which in the future could have a materially adverse effect on the Target Group taken as a whole except for general developments of the economy or the market.

(a)    Following the receipt of a Breach Notification, the Seller and the Purchaser shall meet to discuss in good faith the breach set forth in the Breach Notification and the resulting impact on the Business and determine a fair and reasonable solution to address the situation.

(b)    If the Purchaser and the Seller cannot reach such agreement, a fair and reasonable compensation of the Purchaser shall be determined by an arbitral panel in accordance with Section 11.3.

(c)    Any liability of the Seller pursuant to this Section 8.2 shall exclusively be settled through a payment from the Escrow Account and shall be capped at the Escrow Amount.

Following the Closing, except as provided in Section 8.1 of this Agreement or in connection with any breach of Section 10.1 of this Agreement, any liability of the Seller arising out of or in connection with this Agreement is limited to the Escrow Period and the Escrow Amount.

(a)    With regards to the Target Group Companies and without any obligation to control the activities of holders of Company Shares other than the Seller: (i) adopt or permit the adoption of any shareholder resolution regarding the liquidation of any Target Group Company or the formation of any new entity as subsidiary; (ii) change the articles of association of any Target Group Company; (iii) issue any new shares in or redeem any shares of any Target Group Company; (iv) declare or pay any dividends or other distributions other than the 2016 Dividend Distribution; (v) sell, transfer, create any lien on or otherwise dispose of any Company Shares; or (vi) grant any options, virtual option rights, warrants, pre-emptive rights, rights of first refusal or other rights to purchase or obtain any of the Company Shares or any shares in any Target Group Company;

(b)    With regards to the employees of the Target Group Companies: (i) implement or announce any group termination of employees; (ii) other than in the Ordinary Course, including annual salary increases and similar actions in keeping with past practice, increase the compensation of its officers, employees or agents or their benefits under any bonus, insurance, pension or other benefit plan, arrangement or agreement; or (iii) terminate the employment, change the title, office or position, or materially reduce the responsibilities of any division director reporting to the Company's members of the board;

(c)    With regards to agreements and payments: (i) enter into, modify, amend or terminate any agreement material to the Business; (ii) waive any claim of any Target Group Company; (iii) sell, transfer, license, create or discharges any lien on, or otherwise disposes of, or agree to sell, transfer, license or otherwise dispose of, any material asset used in the conduct of the Business; (iv) directly or indirectly acquire or invest in any business or material asset involving the payment of more than EUR 1,000,000 (one million Euros); or (v) borrow any amount or incur any indebtedness or incurs any contingent liability as guarantor or otherwise with respect to the obligations of others of more than EUR 1,000,000 (one million Euros).

PERKINELMER, INC.

By: /s/ Robert F. Friel

Name: Robert F. Friel

Title: Chairman, Chief Executive Officer and President

STÖCKER VERMÖGENSVERWALTUNGSGESELLSCHAFT MBH & CO. KG

        

By:/s/ Prof. Dr. Winfried Stöcker

Name: Prof. Dr. Winfried Stöcker

Title: Sole Shareholder

PROF. DR. WINFRIED STÖCKER

By:/s/ Prof. Dr. Winfried Stöcker