AMENDMENT No. 1 TO REAL-TIME INSTRUMENT PATENT LICENSE AGREEMENT

Confidential

EXHIBIT 10.17.1

AMENDMENT No. 1

TO REAL-TIME INSTRUMENT PATENT LICENSE AGREEMENT

This Amendment (this “Amendment”), amending that certain Real-Time Instrument Patent License Agreement effective as of April 1, 2005 (the “Agreement”) entered into between Applera Corporation through its Applied Biosystems Group, 850 Lincoln Centre Drive, Foster City, CA 94404 (“ABI”) on the one hand and Bio-Rad Laboratories, Inc., 1000 Alfred Nobel Drive, Hercules, CA 94547 (“BRL”) and BRL’s wholly owned subsidiary MJ Research, Inc., 590 Lincoln Street, Waltham, MA 02451 (“MJR”) on the other hand , is entered into by and between ABI on the one hand and BRL and MJR on the other hand on May 4, 2007 (the “Amendment Date”).  Each of BRL, MJR and ABI is individually referred to as a “Party” and, collectively, as “Parties.”

RECITALS

WHEREAS, as part of a settlement of that certain litigation in which ABI sued BRL and MJR in Civil File No. 3:04-CV-01881-RNC in the United States District Court for the District of Connecticut, ABI on the one hand, and BRL and MJR on the other hand, entered into the Agreement on February 9, 2006, as well as the Real-Time Settlement Agreement and the Consent Judgment of the same date;

WHEREAS, ABI, before the Regional Court Düsseldorf, sued BRL (docket no. 4a O 44/03, currently on appeal before the Higher Regional Court Düsseldorf as case no. I-2 U 55/04) and MJR (docket no. 4a O 235/03, currently on appeal before the Higher Regional Court Düsseldorf as case no. I-2 U 57/04) for infringement of European Patent No. 872562 (“European Patent”);

WHEREAS, BRL and MJR filed an opposition to the European Patent; and

WHEREAS, the Parties wish to settle the aforementioned German Proceedings and Related Appeals and their disputes relating to the validity and enforceability of the European Patent, in part by amending the Agreement, pursuant to the terms and conditions of this Amendment.

122780-4

1of 8

Legend:

[**]  This material has been omitted pursuant to a request for confidential treatment.  The material has been filed separately with the Commission.

Confidential

NOW, THEREFORE, in consideration of the foregoing and other good and valuable considerations, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

AMENDMENT OF THE AGREEMENT

I(A)

Section 1.11 of the Agreement is amended to read in its entirety as follows:

1.11

“Real-Time Apparatus Patent Rights” shall mean (a) Applera's United States Patent No. 6,814,934 B1; (b) other patents and applications owned by Applera that claim priority to United States patent application Serial No.  07/695,201; (c) any Canadian counterparts of any of the foregoing (the patents and patent applications in part (a) through (c) above of this Section 1.11 (collectively, “Category I Real-Time Rights”); and (d) the European Patent.  Without limiting the foregoing, the term “Real-Time Apparatus Patent Rights” shall include any Valid Claims of other patents or patent applications (including, without limitation, the Optics Improvements Patents) owned by Applera as of the Amendment Date (or controlled by Applera, as of the Signing Date, with the right to grant sublicenses) that (but for the license herein) are infringed by Licensee’s manufacture and selling within the scope of the license granted in Section 2.1 of Existing Products.  Notwithstanding anything herein to the contrary, the term “Real-Time Apparatus Patent Rights” expressly excludes: (i) any patents and patent applications that cover real-time chemistry, reagents, reagent-containing kits, reagent-containing systems, and methods employing particular real-time chemistry, reagents, reagent-containing kits, reagent-containing systems, that instrument users, including Licensee, may wish or need for the performance of amplification and detection methods, including without limitation real-time detection methods, utilizing Licensed Real-Time Thermal Cyclers; and (ii) any patents and patent applications licensed under the Amended and Restated Thermal Cycler Supplier Agreement.  The Real-Time Apparatus Patent Rights other than the Category I Real-Time Rights are referred to collectively as the “Added Real-Time Rights”.  

I(B)

Section 1.14 of the Agreement is amended to read in its entirety as follows:

1.14

“Territory” shall mean

[**]

I(C)

The Agreement is hereby amended to add the following Sections 1.17 and 1.18:

1.17

“Amendment Date” shall mean April 27, 2007, the effective date of that certain Amendment No.1 to this Agreement.

122780-4

2 of 8

Confidential

1.18

“Settlement Agreement” shall mean that certain “Real-Time Settlement Agreement” entered into by the Parties of even date herewith, as amended by that certain “Amendment No.1 to Real-Time Settlement Agreement” entered into by the Parties as of the Amendment Date.

I(D)

Sections 3.1 (c)-(f) of the Agreement are amended such that all royalty-bearing activities discussed therein which were

[**]

I(E)

The Agreement is hereby amended to add the following Sections 3.11, 3.12, and 4.3:

“3.11

For licenses and rights granted under Article 2 to the European Patent, Licensee shall pay to ABI:

(a)

[**]

AB Fiscal
Quarter/Year	Date Due	Payment Due
Q407	5 business days after Amendment Date	$      [**]
Q108	August 14, 2007	$      [**]
Q208	November 14, 2007	$      [**]
Q308	February 14, 2008	$      [**]