SEPARATION AGREEMENT

Exhibit 10.1

EXECUTION COPY

SEPARATION AGREEMENT

BY AND BETWEEN

APPLERA CORPORATION

AND

CELERA CORPORATION

DATED AS OF

MAY 8, 2008

TABLE OF CONTENTS

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Exhibits

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INDEX OF DEFINED TERMS

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SEPARATION AGREEMENT

SEPARATION AGREEMENT (“ Agreement ”), dated as of May 8, 2008, by and between Applera Corporation, a Delaware corporation (“ Applera ”), and Celera Corporation, a Delaware corporation and wholly owned subsidiary of Applera (“ Celera ”).

W I T N E S S E T H :

WHEREAS, Applera conducts its business through two business segments – the Applied Biosystems Group (as defined herein), which primarily serves the life science industry, research community and other markets, including human identity testing, biosecurity, and quality and safety testing, by developing and marketing instrument-based systems, consumables, software, and services (the “ Applied Biosystems Business ”), and the Celera Group (as defined herein), which is primarily a human in vitro diagnostics business that delivers personalized disease management through a combination of products and services (the “ Celera Business ”);

WHEREAS, pursuant to the Restated Certificate of Incorporation of Applera (the “ Restated Certificate ”), Applera has outstanding two classes of common stock, Applera Corporation – Applied Biosystems Group Common Stock, par value $0.01 per share (the “ Applied Biosystems Group Common Stock ”), which is intended to reflect the performance of the Applied Biosystems Group, and Applera Corporation – Celera Group Common Stock, par value $0.01 per share (the “ Celera Group Common Stock ”), which is intended to reflect the performance of the Celera Group;

WHEREAS, Article IV, Section 2.4(d) of the Restated Certificate permits the Board, at any time at which all of the assets and liabilities attributed by the Board to the Celera Group (and no other assets or liabilities of Applera or any subsidiary thereof) are held directly or indirectly by a wholly owned Subsidiary of Applera, to redeem all of the outstanding shares of Celera Group Common Stock, in exchange for all of the shares of common stock of such wholly owned Subsidiary to be outstanding immediately following such exchange of shares;

WHEREAS, the board of directors of Applera (the “ Board ”) has determined that it is advisable and in the best interests of Applera and its stockholders to separate the Celera Group from Applera (the “ Separation ”), pursuant to the terms and subject to the conditions set forth in this Agreement, so that, following completion of the Separation, the Celera Business will be conducted by Celera as a separate, independent, publicly-traded company;

WHEREAS, the Celera Group and the Applied Biosystems Group have been engaged in the process of determining the appropriate basis of the Separation for more than eight months and each believes that the transactions contemplated by this Agreement provide a reasonable basis for the Separation;

WHEREAS, Applera and the Board intend that all of the assets and liabilities of Applera and its subsidiaries attributed by the Board to the Celera Group (and no other assets or liabilities of Applera or any subsidiary thereof) will be held by Celera or one of the wholly owned Celera Subsidiaries (as defined herein) at or prior to the time the Separation is consummated;

WHEREAS, to effect the Separation, (i) all of the assets attributed by the Board to the Celera Group will be conveyed, licensed, assigned or otherwise transferred to Celera or one or more of the wholly owned Celera Subsidiaries, (ii) all liabilities of the Celera Group will be assumed by, or will otherwise become the obligation or responsibility of, or the subject of any indemnity by, Celera or one or more of the wholly owned Celera Subsidiaries, in each case, prior to the consummation of the Redemption (as defined herein), and (iii) each then issued and outstanding share of Celera Group Common Stock will be redeemed by Applera in exchange for one share of common stock, par value $0.01 per share, of Celera (the “ Celera Common Stock ”), in accordance with Article IV, Section 2.4(d) of the Restated Certificate (the “ Redemption ”);

WHEREAS, the Board has received the opinion of Morgan Stanley, financial advisor to the Board, that, as of the date hereof, the Redemption is fair from a financial point of view to the stockholders of Applera (the “ Fairness Opinion ”);

WHEREAS, the Board has, based in part on the Fairness Opinion, and subject to the terms and conditions set forth herein, (i) determined that the Separation, the Redemption and the other transactions contemplated hereby (collectively, the “ Transactions ”) are advisable and in the best interests of Applera and its stockholders, and (ii) approved this Agreement and the Transactions contemplated hereby; and

WHEREAS, the parties hereto desire to make certain covenants and agreements and to allocate certain assets, liabilities and obligations in connection with the Transactions contemplated by this Agreement and to prescribe various conditions to the Transactions.

NOW, THEREFORE, in furtherance of the foregoing and in consideration of the mutual promises and undertakings contained herein and in any other document executed in connection with this Agreement, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1     General . For the purposes of this Agreement, the following terms shall have the meanings set forth below:

(a)     “ Action ” shall mean any claim (whether or not filed), cause of action, suit, arbitration, or legal inquiry, demand, proceeding or investigation.

(b)     “ Affiliate ” shall mean, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such specified Person; provided , however , that for purposes of this Agreement, from and after the Redemption Date, neither Celera nor any of the Celera Subsidiaries shall be deemed to be an Affiliate of Applera or any of the Applied Biosystems Subsidiaries, and neither Applera nor any of the Applied Biosystems Subsidiaries shall be deemed to be an Affiliate of Celera or any of the Celera Subsidiaries.

(c)     “ Applera Corporate Information ” shall mean, (i) with respect to Applera, all Information relating to the provision of corporate services by Applera, but only to the

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extent such Information relates to the provision of such services to the Celera Business, and (ii) with respect to Celera, all corporate-level Information of Applera, in each case, including any such Information relating to Applera’s financial, tax, legal, human resources and information technology functions.

(d)     “ Applera Employee ” shall mean any Person employed by Applera or any of its Subsidiaries, including non-U.S. employees, other than a Celera Employee.

(e)     “ Applera Plans ” shall mean each “employee pension benefit plan” (as defined in Section 3(2) of ERISA), each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and each other plan, arrangement or policy (written or oral), relating to deferred compensation, bonus, severance, fringe benefits or other employee benefits, in each case maintained or contributed to by Applera for the benefit of its employees (including the Celera Employees), other than the Celera Group Plans.

(f)     “ Applicable Law ” shall mean, with respect to any Person, all statutes, laws, ordinances, rules, orders and regulations of any Governmental Authority applicable to such Person and its business, properties and assets.

(g)     “ Applied Biosystems Group ” shall mean, as of any date, (i) all Assets and Liabilities of Applera and its Subsidiaries attributed by the Board to the Applied Biosystems Group, (ii) all businesses, Assets, properties and Liabilities transferred to the Applied Biosystems Group from the Celera Group pursuant to transactions in the ordinary course of business of the Applied Biosystems Group and the Celera Group or otherwise as the Board may have directed as permitted by the Restated Certificate and (iii) the interest of Applera or any of its Subsidiaries in any business or Asset acquired and any Liabilities assumed by Applera or any of its Subsidiaries outside of the ordinary course of business and attributed by the Board to the Applied Biosystems Group, as determined by the Board.

(h)     “ Applied Biosystems Group Assets ” shall mean (i) all of the right, title and interest of Applera and its Subsidiaries in all Assets held by them other than the Celera Group Assets, (ii) the rights to Shared Assets and Shared Contracts, if any, as provided in Article II hereof, (iii) all other Assets of Applera and any Subsidiaries of Applera to the extent specifically attributed by the Board to or retained by the Applied Biosystems Group pursuant to this Agreement or any other Separation Document, (iv) all rights of Applera under the Separation Documents, and (v) any additional Assets set forth on Section 1.1(h) of the Disclosure Letter.

(i)     “ Applied Biosystems Group Liabilities ” shall mean (i) all Liabilities of Applera or any of the Subsidiaries of Applera, including the Liabilities of Applera under the Separation Documents, in each case, other than the Celera Group Liabilities, and (ii) all Liabilities set forth on Section 1.1(i) of the Disclosure Letter.

(j)     “ Applied Biosystems Group Option ” shall mean each option to purchase shares of Applied Biosystems Group Common Stock granted under (i) The Perkin-Elmer Corporation 1997 Stock Incentive Plan; (ii) The Perkin-Elmer Corporation 1998 Stock Incentive Plan; and (iii) the Applera Corporation/Applied Biosystems Group Amended and Restated 1999 Stock Incentive Plan.

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(k)     “ Applied Biosystems Subsidiary ” shall mean, (i) for periods prior to the Redemption, any Subsidiary of Applera that holds primarily Applied Biosystems Group Assets and/or Applied Biosystems Group Liabilities or is otherwise attributable to the Applied Biosystems Group and (ii) for periods following the Redemption, any direct or indirect Subsidiary of Applera.

(l)     “ Asset ” shall mean any and all assets, properties and rights, wherever located, whether real, personal or mixed, tangible or intangible, including the following (in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person): (i) notes and accounts and notes receivable (whether current or non-current); (ii) certificates of deposit, banker’s acceptances, stock (including the capital stock or other equity securities in any Subsidiary), debentures, bonds, notes, evidences of indebtedness, certificates of interest or participation in profit-sharing agreements, collateral-trust certificates, preorganization certificates or subscriptions, transferable shares, investment contracts, letters of credit and performance and surety bonds, voting-trust certificates, puts, calls, straddles, options and other securities of any kind, and all loans, advances or other extensions of credit or capital contributions to any other Person; (iii) intangible property rights, inventions, discoveries, know-how, Patents, trade secrets, proprietary or confidential information, registered and unregistered trademarks, service marks, service names, trade styles and trade names and domain names and associated goodwill; statutory, common law and registered copyrights; database rights, semiconductor chip protection rights and any other intellectual property rights recognized in any jurisdiction throughout the world; applications for any of the foregoing, rights to use the foregoing and other rights in, to and under the foregoing; (iv) rights under leases (including Real Property Leases), contracts, licenses, permits, distribution arrangements, sales and purchase agreements, joint operating agreements, other agreements and business arrangements; (v) Owned Real Property; (vi) Leased Real Property, fixtures, trade fixtures, machinery, equipment (including oil and gas, transportation and office equipment), tools, dies and furniture; (vii) office supplies, production supplies, spare parts, other miscellaneous supplies and other tangible property of any kind, including all antennas, apparatus, cables, electrical devices, fixtures, equipment, furniture, office equipment, broadcast towers, motor vehicles and other transportation equipment, special and general tools, test devices, transmitters and other tangible personal property; (viii) computers and other data processing equipment and software; (ix) raw materials, work-in-process, finished goods, consigned goods and other inventories; (x) prepayments or prepaid expenses; (xi) claims, causes of action, rights under express or implied warranties, rights of recovery and rights of set-off of any kind; (xii) the right to receive mail, payments on accounts receivable and other communications; (xiii) lists of customers, records pertaining to customers and accounts, personnel records, lists and records pertaining to customers, suppliers and agents, and all accounting and other books, records, ledgers, files and business records of every kind (whether in paper, microfilm, computer tape or disc, magnetic tape or any other form); (xiv) advertising materials and other printed or written materials; (xv) goodwill as a going concern and other intangible properties; (xvi) employee Contracts, including any rights thereunder to restrict an employee from competing in certain respects; and (xvii) licenses and authorizations issued by any Governmental Authority. “ Assets ” shall not include any Asset relating to Taxes, which shall be governed exclusively by Article VIII of this Agreement and the Tax Matters Agreement, or any Asset relating to employee benefit plans, which shall be governed exclusively by Article VI of this Agreement.

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(m)     “ Business Day ” shall mean any day other than a Saturday, a Sunday or a day on which banks in the City of New York are authorized or obligated by law to close.

(n)     “ Celera Class Action ” shall mean In re PE Corporation Securities Litigation , Master File No. 3:00CV705(CFD), D. Conn., filed August 20, 2001.

(o)     “ Celera Employee ” shall mean any Person employed by Applera or one of its Subsidiaries, or former employee of either of them, and engaged primarily in the conduct of the Celera Business.

(p)     “ Celera Equity Incentive Plan ” shall mean the Celera Corporation Stock Incentive Plan.

(q)     “ Celera Group ” shall mean, as of any date (i) all Assets and Liabilities of Applera and its Subsidiaries attributed by the Board to the Celera Group, (ii) all businesses, Assets, properties and Liabilities transferred to the Celera Group from the Applied Biosystems Group pursuant to transactions in the ordinary course of business of the Celera Group and the Applied Biosystems Group or otherwise as the Board may have directed as permitted by the Restated Certificate and (iii) the interest of Applera or any of its Subsidiaries in any business or Asset acquired and any Liabilities assumed by Applera or any of its Subsidiaries outside of the ordinary course of business and attributed by the Board to the Celera Group, as determined by the Board.

(r)     “ Celera Group Assets ” shall mean all of the following Assets of Applera and its Subsidiaries: (i) all Assets of the Celera Group under clauses (i), (ii), (iii), (iv) or (v) of Article IV, Section 2.6(f) of the Restated Certificate; (ii) to the extent not included in other clauses of this definition, all Assets attributed by the Board or transferred after the date hereof and prior to the Redemption, to the Celera Group under Article IV, Section 2.6(f) of the Restated Certificate; (iii) to the extent not included in other clauses of this definition, any Asset arising after the Redemption that would have been attributed by the Board or transferred to the Celera Group in accordance with Article IV, Section 2.6(f) of the Restated Certificate had such Asset arisen prior to the Redemption, with such changes to the Assets described in the clauses of this definition (including additions and subtractions) as are contemplated by this Agreement or otherwise shall have occurred or shall occur in the ordinary course of the business of the Celera Group after the date hereof; (iv) the rights to Shared Assets and Shared Contracts, if any, as provided in Article II hereof; (v) all other Assets of Applera and any Subsidiaries of Applera to the extent specifically assigned to or retained by the Celera Group pursuant to this Agreement or any other Separation Document, (vi) all rights of Celera under the Separation Documents; and (vii) the Assets set forth on Section 1.1(r) of the Disclosure Letter. Notwithstanding the foregoing, the Celera Group Assets shall not include the Assets set forth on Section 1.1(h) of the Disclosure Letter.

(s)     “ Celera Group Liabilities ” shall mean all of the following Liabilities of Applera and its Subsidiaries: (i) Liabilities of the Celera Group under clauses (i), (ii) or (v) of Article IV, Section 2.6(f) of the Restated Certificate, including, without limitation, the Scheduled Liabilities; (ii) to the extent not included in other clauses of this definition, all Liabilities attributed by the Board, after the date hereof and prior to the Redemption, to the Celera Group pursuant to action of the Board under Article IV, Section 2.6(f) of the Restated Certificate; (iii) to the extent

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not included in the other clauses of this definition, any Liability arising after the Redemption that would have been attributed by the Board or transferred to the Celera Group in accordance with Article IV, Section 2.6(f) of the Restated Certificate had such Liability arisen prior to the Redemption; (iv) all Liabilities for which Celera has agreed to indemnify Applera pursuant to this Agreement or the other Separation Documents; and (v) the Liabilities set forth on Section 1.1(s) of the Disclosure Letter; with such changes to the Liabilities described in the clauses of this definition (including additions and subtractions) as are contemplated by this Agreement or otherwise shall have occurred or shall occur in the ordinary course of the business of the Celera Group after the date hereof. Notwithstanding the foregoing, the Celera Group Liabilities shall not include (i) any Liability attributed by the Board to the Applied Biosystems Group, (ii) any Liability, including third-party fees and expenses, allocated to Applera by this Agreement or the other Separation Documents, (iii) all Liabilities for which Applera has agreed to indemnify Celera pursuant to this Agreement or the other Separation Documents, or (iv) any indebtedness for borrowed money of Applera or any of the Applera Subsidiaries to a third party (collectively, the “ Excluded Liabilities ”).

(t)     “ Celera Group Option ” shall mean each option to purchase shares of Celera Group Common Stock granted under (i) The Perkin-Elmer Corporation 1996 Stock Incentive Plan; (ii) The Perkin-Elmer Corporation 1997 Stock Incentive Plan; (iii) The Perkin-Elmer Corporation 1998 Stock Incentive Plan; (iv) the Applera Corporation/Celera Group Amended and Restated 1999 Stock Incentive Plan; (v) the Axys Pharmaceuticals, Inc. 1989 Stock Plan; (vi) the Axys Pharmaceuticals, Inc. 1997 Equity Incentive Plan; and (vii) the Axys Pharmaceuticals, Inc. 1997 Non-Officer Equity Incentive Plan.

(u)     “ Celera Group Plans ” shall mean each “employee pension benefit plan” (as defined in Section 3(2) of the ERISA), each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and each other plan, arrangement or policy (written or oral), for the benefit of more than one individual, relating to deferred compensation, bonus, severance, fringe benefits or other employee benefits, in each case maintained or contributed to by Applera or any of its Subsidiaries, exclusively for the benefit of the Celera Employees.

(v)     “ Celera Group RSU ” shall mean each restricted stock unit of Applera evidencing the right to receive shares of Celera Group Common Stock granted under the Applera Corporation/Celera Group Amended and Restated 1999 Stock Incentive Plan.

(w)     “ Celera Subsidiary ” shall mean (i) for periods prior to the Redemption, any Subsidiary of Applera that holds primarily Celera Group Assets and/or Celera Group Liabilities or is otherwise attributable to the Celera Group and (ii) for periods following the Redemption, any direct or indirect Subsidiary of Celera.

(x)     “ Code ” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(y)     “ Confidential Information ” shall mean, (i) Information relating to either Group’s operations, Assets, or Liabilities Known solely by one Group or by both Groups, (ii) Applera Corporate Information, (iii) Information relating to the Separation, including the Separation Documents, the Registration Statement, the discussions, negotiations, and any of the

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terms, conditions or other facts with respect to any of the foregoing (collectively, the “ Separation Information ”), or (iv) with respect to either Group, Information that is the subject of a confidentiality agreement or other non-disclosure arrangement with a third party, but which agreement or arrangement will be allocated to the other Group pursuant to the transactions contemplated hereby, in each case, whether obtained before or after the date hereof, and all analyses, compilations or other materials prepared by either Group or its Representatives which contain or are based, in whole or in part, on such Information. Except as may otherwise be provided in a confidentiality agreement or other non-disclosure arrangement with a third party covering any Information, “ Confidential Information ” shall not include Information that (x) is or becomes generally available to the public other than in violation of Section 9.6 hereof, (y) is independently developed by either Group after the Redemption Date without reference to Confidential Information of the other Group or (z) becomes available to either Group or any of its employees, Affiliates or Representatives on a nonconfidential basis from a source other than the other Group or its employees, Affiliates or Representatives, provided that such source is not known by the Group to which such Information becomes available, or its employees, Affiliates or Representatives, as the case may be, to be subject to a confidentiality agreement or other obligation of confidentiality to the other Group or any other Person with respect to any of such Information.

(z)     “ Consent ” shall mean any consent, authorization or approval of, or filing with, or notification to any Governmental Authority or any other Person that the parties determine is necessary or appropriate to consummate the transactions contemplated by this Agreement or the other Separation Documents.

(aa)     “ Contract ” shall mean any contract, agreement, lease, license, sales order, purchase order, instrument, undertaking or other commitment, written or oral.

(bb)     “ Disclosure Letter ” shall mean the letter to be delivered by Applera to Celera prior to the Redemption Date, as the same may be amended or supplemented from time to time.

(cc)     “ Employee Arrangements ” shall mean all employment or consulting agreements or arrangements, all severance or change in control agreements or arrangements and all other agreements or arrangements with respect to the employment or termination of employment of any Celera Employee, including officers who are Celera Employees.

(dd)     “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

(ee)     “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

(ff)     “ Governmental Authority ” shall mean any foreign, federal, state or local government, court, agency or commission or other governmental or regulatory body or authority.

(gg)     “ Group ” shall mean the Applied Biosystems Group or the Celera Group, as the case may be, and “ Groups ” shall mean both of the Applied Biosystems Group and the Celera Group.

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(hh)     “ Holder Determination Date ” shall mean the close of business on May 8, 2008, the date for determining holders of the Celera Group Common Stock entitled to receive the Notice of Redemption.

(ii)     “ Indemnifiable Losses ” shall mean, with respect to any claim by an Indemnified Party for indemnification under this Agreement, any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, fees, interest, costs and expenses (including, without limitation, the reasonable costs and expenses incurred in connection with any and all Actions, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights thereunder).

(jj)     “ Indemnified Party ” shall mean any Person entitled to indemnification from an Indemnifying Party pursuant to the provisions of this Agreement.

(kk)     “ Indemnifying Party ” shall mean any party hereto from which any Indemnified Party is seeking indemnification pursuant to the provisions of this Agreement.

(ll)     “ Information ” shall mean studies, reports, records, books, Contracts, instruments, surveys, discoveries, ideas, concepts, know-how, trade secrets, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business data, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium.

(mm)     “ Insurance Administration ” shall mean, with respect to each Joint Insurance Arrangement, (i) the accounting for premiums, retrospectively rated premiums, defense costs, indemnity payments, deductibles and retentions, as appropriate under the terms and conditions of each of the Joint Insurance Arrangements, (ii) the reporting to Insurers of any losses or claims that may cause the per occurrence, per claim or aggregate limits of any Joint Insurance Arrangement to be exceeded and (iii) the processing of claims made under the Joint Insurance Arrangements, including, without limitation, the reporting of claims to the Insurers’ management and defense of claims and providing for appropriate releases upon settlement of claims.

(nn)     “ Insurance Arrangements ” shall mean insurance policies and insurance Contracts of any kind, including, without limitation, primary and excess policies, commercial general liability policies, automobile policies, product liability policies, directors’ and officers’ liability policies, fiduciary liability policies, workers’ compensation policies, and self-insurance programs and captive insurance company arrangements, together with the rights, benefits and privileges thereunder.

(oo)     “ Insurance Proceeds ” shall mean those monies received by an insured from an Insurer or paid by an Insurer on behalf of an insured, in either case net of any

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applicable premium adjustment, retrospectively rated premium, deductible, retention or cost of reserve paid or held by or for the benefit of such insured.

(pp)     “ Insured Claims ” shall mean those Liabilities which, individually or in the aggregate, are covered within the terms and conditions of any of the Joint Insurance Arrangements, whether or not subject to deductibles, co-insurance, uncollectability or retrospectively rated premium adjustments.

(qq)     “ Insurer ” shall mean a third-party insurance carrier.

(rr)     “ Intercompany Accounts ” shall mean intercompany receivables, payables and other balances (including intercompany cash management balances) in existence immediately prior to the Redemption Date between the Applied Biosystems Group and the Celera Group.

(ss)     “ Joint Insurance Arrangements ” shall mean the Insurance Arrangements of Applera existing at the Redemption Date and/or prior thereto that are owned or maintained by or on behalf of Applera and that relate to both (a) the Applied Biosystems Group and/or any of the Applied Biosystems Group Assets or Applied Biosystems Group Liabilities and (b) the Celera Group and/or any of the Celera Group Assets or Celera Group Liabilities.

(tt)     “ Joint Litigation Matters ” shall mean actual, threatened or future Actions that have been or may be asserted against, or otherwise adversely affect, both (i) Applera or an Applied Biosystems Subsidiary and (ii) Celera or a Celera Subsidiary.

(uu)     “ Known ” shall mean actual knowledge, as well as Information in a party’s possession in written, electronic or other tangible or intangible forms, stored in any medium.

(vv)     “ Leased Real Property ” shall mean all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property.

(ww)     “ Liability ” shall mean, with respect to any Person, any and all losses, claims, charges, debts, demands, Actions, damages, obligations, payments, costs and expenses, sums of money, bonds, indemnities and similar obligations, covenants, contracts, controversies, agreements, promises, omissions, guarantees, make whole agreements and similar obligations, and other liabilities, including all contractual obligations, whether absolute or contingent, inchoate or otherwise, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those arising under any law, rule, regulation, Action, threatened or contemplated Action (including the costs and expenses of demands, assessments, judgments, settlements and compromises relating thereto and attorneys’ fees and any and all costs and expenses, whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened or contemplated Actions), order or consent decree of any Governmental Authority or any award of any arbitrator or mediator of any kind, and those arising under any contract, commitment or undertaking, including those arising under this Agreement or any of the other Separation Documents, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person.

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“ Liability ” shall not include any Liability relating to Taxes, which shall be governed exclusively by Article VIII of this Agreement and the Tax Matters Agreement or any Liability relating to employee benefit plans, which shall be governed exclusively by Article VI of this Agreement.

(xx)     “ New Celera Plans ” shall mean each “employee pension benefit plan” (as defined in Section 3(2) of ERISA), each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and each other plan, arrangement or policy (written or oral), relating to deferred compensation, bonus, severance, fringe benefit or other employee benefits, similar in nature to the Applera Plans, and established by Celera or a Celera Subsidiary to provide benefits to Celera Employees and Applera Transferred Employees after the Redemption, but excluding any Celera Group Plan.

(yy)     “ Notice of Redemption ” shall mean the Notice of Redemption to be sent to holders of Celera Group Common Stock pursuant to, and meeting the requirements of, Article IV, Section 2.4(f)(vi) of the Restated Certificate in connection with the Redemption.

(zz)     “ Owned Real Property ” means all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, that is owned.

(aaa)     “ Patents ” shall mean all U.S. and foreign patents, patent applications, patent disclosures and all related divisions, continuations, continuations-in-part, reissues, substitutions and any extensions thereof.

(bbb)     “ Person ” or “ Persons ” shall mean and include any individual, partnership, joint venture, corporation, association, joint stock company, limited liability company, trust, unincorporated organization or similar entity and any Governmental Authority.

(ccc)     “ Prime Rate ” shall mean the rate which Bank of America, N.A. (or any successor thereto or other major money center commercial bank agreed to by the parties hereto) announces from time to time as its prime lending rate, as in effect on the relevant payment date.

(ddd)     “ Privileged Information ” shall mean Confidential Information that is or may be protected from disclosure pursuant to the attorney-client privilege, the work-product doctrine or other applicable privileges.

(eee)     “ Real Property Leases ” shall mean all leases, subleases, concessions and other agreements (written or oral) pursuant to which any Leased Real Property is held, including the right to all security deposits and other amounts and instruments deposited thereunder.

(fff)     “ Redemption Date ” shall mean 12:01 a.m. on July 1, 2008 if the SEC declares the Registration Statement effective on or prior to June 15, 2008; provided , however , that if the Registration Statement is not declared effective by the SEC on or prior to June 15, 2008, then the Redemption Date shall be at 12:01 a.m. on the first Business Day of the calendar month next succeeding the month in which the SEC has declared effective the Registration Statement on or prior to the 15th day of that month.

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(ggg)     “ Registration Statement ” shall mean the Registration Statement on Form S-1 filed by Celera with the SEC, including any and all amendments thereto and supplements thereof, with respect to the shares of Celera Common Stock to be issued in the Redemption in exchange for shares of Celera Group Common Stock and shares of Celera Common Stock to be issued pursuant to the Celera Equity Incentive Plan.

(hhh)     “ Representative ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, and attorneys.

(iii)     “ Scheduled Liabilities ” shall mean the Liabilities set forth in Section 1.1(iii) of the Disclosure Letter.

(jjj)     “ SEC ” shall mean the United States Securities and Exchange Commission.

(kkk)     “ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(lll)     “ Separation Documents ” shall mean this Agreement, the Tax Matters Agreement, the Transition Services Agreement, the License Agreements, the Operating Agreement, the Master Purchase Agreement, the Joint Defense Agreement and the other documents, schedules, exhibits and appendices attached hereto or thereto or delivered pursuant hereto or thereto, including, without limitation, the Disclosure Letter, the deeds, bills of sale, assignment agreements, undertakings, lease assignments and assumptions, intellectual property assignments, leases, subleases and sub-subleases, and the supplemental and other agreements and instruments relative thereto.

(mmm)     “ Subsidiary ” shall mean, with respect to any Person, (i) any partnership of which such Person or any of its Subsidiaries is a general partner or (ii) any other entity in which such Person or any of its Subsidiaries owns or has the power to vote more than 50% of the equity interests in such entity having general voting power to participate in the election of the governing body of such entity

(nnn)     “ Tax ” or “ Taxes ” shall mean all taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, together with any interest and any penalties, fines, additions to tax or additional amounts imposed by any taxing authority (domestic or foreign) and shall include any transferee liability in respect of Taxes.

(ooo)     “ Trademarks ” shall mean all registered and unregistered trademarks, service marks, service names, trade styles and trade names (including, without limitation, trade dress and other names, marks and slogans) and all associated goodwill and all applications for any of the foregoing, together with all rights to use any of the foregoing.

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(ppp)     “ Trading Day ” shall mean each weekday other than any day on which Celera Group Common Stock is not traded on any national securities exchange or listed on NASDAQ or in the over-the-counter market.

ARTICLE II

ACTIONS TO BE TAKEN PRIOR TO THE REDEMPTION

Section 2.1     Business Separation .

(a)     On or prior to the Redemption Date, Applera and Celera shall take or cause to be taken all actions necessary to cause the transfer, assignment, delivery, license or other transfer or conveyance to Celera or one or more wholly owned Subsidiaries of Celera designated by Celera of: (i) all of the capital stock or other equity interests of each Celera Subsidiary and all other capital stock or other equity interests representing investments in other entities which investments constitute Celera Group Assets (including those Subsidiaries and equity investments set forth on Section 2.1(a)(i) of the Disclosure Letter), provided that, any Applied Biosystems Group Assets or Applied Biosystems Group Liabilities held by any such Celera Subsidiary shall be transferred from such Celera Subsidiary to Applera or an Applied Biosystems Subsidiary designated by Applera prior to such transfer to Celera or a wholly owned Celera Subsidiary; and (ii) all right, title and interest in and to the Celera Group Assets held by Applera or an Applied Biosystems Subsidiary that are not transferred as a result of the transfer of the capital stock and equity interests pursuant to clause (i) above, including, without limitation, (A) the Contracts set forth on Section 2.1(a)(ii)(A) of the Disclosure Letter and (B) the intellectual property rights set forth on Section 2.1(a)(ii)(B) of the Disclosure Letter, including any and all legal actions and rights and remedies at law or in equity, including the right to sue for, collect and retain all damages, profits, proceeds, and all other remedies for past infringements, misappropriations, or other violations of intellectual property rights. On or prior to the Redemption Date, Applera and Celera shall take or cause to be taken all actions necessary to cause the assumption by Celera or one or more wholly owned Celera Subsidiaries designated by Celera of all Celera Group Liabilities that are not transferred as a result of the transfer of the capital stock or other equity interests pursuant to clause (i) above. Celera shall, or shall cause one or more of the wholly owned Celera Subsidiaries to assume, or cause to be assumed, and thereafter timely pay, perform and discharge, or cause to be paid, performed and discharged, all of the Celera Group Liabilities. Applera shall, or shall cause one or more of the wholly owned Applied Biosystems Subsidiaries to assume, or cause to be assumed, and thereafter timely pay, perform and discharge, or cause to be paid, performed and discharged, all of the Excluded Liabilities.

(b)     The separation of the Celera Group Assets and Celera Group Liabilities from Applera, as contemplated by this Agreement, shall be effected in a manner that does not unreasonably disrupt either the Applied Biosystems Business or the Celera Business. Notwithstanding the foregoing, Applera and Celera agree, and agree to cause their respective Subsidiaries, to use commercially reasonable efforts to obtain, before the Redemption Date, any Consents.

(c)     Prior to the Redemption, Applera and Celera will use commercially reasonable efforts to amend, in form and substance reasonably satisfactory to Applera, all

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contractual arrangements between or among Applera, any of its Subsidiaries and any other Person (other than the Separation Documents) that either (i) relate to the Applied Biosystems Business but relate primarily to the Celera Business or (ii) relate solely to the Celera Business, but, by their terms, contain provisions applicable to Applera or any Applied Biosystems Subsidiary, so that, after the Redemption Date, such contractual arrangements (x) will relate solely to the Celera Business and (y) will eliminate any provisions applicable to Applera or any Applied Biosystems Subsidiary and, in either event, will inure to the benefit of Celera or a Celera Subsidiary on substantially the same economic terms as such arrangements exist as of the date hereof, but retain any benefits or rights (and related obligations) relating to Applera or the Applied Biosystems Subsidiaries that Applera desires to retain. Prior to the Redemption Date, Applera and Celera will use commercially reasonable efforts to amend, in form and substance reasonably satisfactory to Applera, all contractual arrangements between or among Applera, any of its Subsidiaries and any other Person (other than the Separation Documents) that either (i) relate to the Celera Business but relate primarily to the Applied Biosystems Business or (ii) relate solely to the Applied Biosystems Business, but, by their terms, contain provisions applicable to Celera or any Celera Subsidiary, so that, after the Redemption Date, such contractual arrangements (x) will relate solely to the Applied Biosystems Business and (y) will eliminate any provisions applicable to Celera or any Celera Subsidiary and, in either event, will inure to the benefit of Applera or an Applied Biosystems Subsidiary on substantially the same economic terms as such arrangements exist as of the date hereof, but retain any benefits or rights (and related obligations) relating to Celera or the Celera Subsidiaries that Celera desires to retain. If, in any case, such amendment cannot be obtained, or if Applera or Celera conclude that it is not practicable or feasible to obtain such an amendment, or if an attempted amendment thereof would be ineffective or would adversely affect the rights of Applera or Celera thereunder, Applera and Celera will cooperate in negotiating a mutually agreeable arrangement (each such Contract, a “ Shared Contract ” and, collectively, the “ Shared Contracts ”) with respect to such contractual arrangements to the extent legally permissible, under which Applera or Celera, as applicable, will obtain the benefits and assume or be responsible for the obligations thereunder.

(d)     With respect to any contractual arrangement between or among Applera or any of its Subsidiaries and any other Person (other than the Separation Documents) that is not subject to Section 2.1(c), but which either relates to both the Applied Biosystems Business and the Celera Business or relates solely to the Applied Biosystems Business or the Celera Business, but, by its terms, contain provisions applicable to the other Group, which provisions such other Group desires to continue following the Redemption, then Applera and Celera shall, and shall cause the Applied Biosystems Subsidiaries and Celera Subsidiaries, as applicable, to either (i) amend the contractual arrangement so that, following the Redemption, both Applera and Celera, and their respective Subsidiaries will continue to receive the same benefits thereunder, upon substantially the same terms as were in effect prior to the Redemption, (ii) enter into a new contractual arrangement with Celera or Applera, as applicable (to the extent it was not a party to such contractual arrangement prior to the Redemption), upon substantially the same terms as were in effect prior to the Redemption, or (iii) assign to such other Group those rights, benefits and obligations under the contractual arrangement that relate to such other Group so that, following the Redemption, such other Group will continue to receive the same benefits thereunder (and related obligations), upon substantially the same terms as were in effect prior to the Redemption (a “ Partial Assignment ”). If, in any case, such amendment, new contractual arrangement, or Partial Assignment cannot be obtained or effected, or if Applera or Celera conclude that it is not

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practicable or feasible to obtain such an amendment, such new contractual arrangement, or such Partial Assignment, or if an attempted amendment or Partial Assignment thereof or attempted establishment of a new contractual arrangement or Partial Assignment would be ineffective or would adversely affect the rights of Applera or Celera thereunder, Applera and Celera will cooperate in negotiating a mutually agreeable Shared Contract to the extent legally permissible, under which Applera or Celera, as applicable, shall obtain the benefits and assume or be responsible for the obligations thereunder.

(e)     Except as otherwise specifically set forth herein, the rights and obligations of the parties with respect to Taxes shall be governed exclusively by Article VIII of this Agreement and the Tax Matters Agreement. Accordingly, Taxes shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Section 2.1.

Section 2.2     Conveyance and Assumption Agreements . In connection with the transfer of the Celera Group Assets and the assumption of the Celera Group Liabilities contemplated by this Article II, Applera and Celera shall execute, or cause to be executed by the appropriate Applied Biosystems Subsidiary and Celera Subsidiary, respectively, conveyance and assumption instruments in such forms as shall be reasonably acceptable to Applera and Celera, including but not limited to one or more of the following: (i) a duly executed bill of sale; (ii) a duly executed general assignment and assumption agreement; (iii) a duly executed assignment of Trademarks; (iv) a duly executed assignment of Patents; and (v) a duly executed undertaking whereby Applera and/or Celera, as the case may be, shall assume and agree to perform, pay, or discharge, when due, Liabilities to be assumed by it.

Section 2.3     Certain Resignations . Except as set forth in Section 2.3 of the Disclosure Letter, at or prior to the Redemption Date, Applera shall use commercially reasonable efforts to cause each employee, officer, and director of Applera and any Applied Biosystems Subsidiary who is an officer or director (or the equivalent thereof) of Celera or any Celera Subsidiary but will not be an officer or director of Celera or a Celera Subsidiary after the Redemption to resign, effective not later than the Redemption, from all boards of directors or similar governing bodies of Celera or any Celera Subsidiary on which they serve (and all committees thereof), and from all positions as officers (or the equivalent thereof) of Celera or any Celera Subsidiary in which they serve. Except as set forth in Section 2.3 of the Disclosure Letter, Celera will use commercially reasonable efforts to cause each employee, officer, and director of Celera and any Celera Subsidiary who is an officer or director (or the equivalent thereof) of Applera or an Applied Biosystems Subsidiary but will not be an employee, officer or director of Applera or an Applied Biosystems Subsidiary after the Redemption to resign, effective not later than the Redemption, from all boards of directors or similar governing bodies of Applera or any Applied Biosystems Subsidiary on which they serve (and all committees thereof), and from all positions as officers (or the equivalent thereof) of Applera or any Applied Biosystems Subsidiary in which they serve. Notwithstanding the foregoing, if following the Redemption either Group determines that any employee, officer or director of the other Group continues to serve as an officer or director of such Group, but should have resigned from such position pursuant to this Section 2.3, then each of the parties hereto shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to cause such employee, officer or director to resign from such position as promptly as reasonably practicable.

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Section 2.4     Other Agreements . Each of Applera and Celera shall, prior to the Redemption, enter into, or cause the appropriate Applied Biosystems Subsidiary or Celera Subsidiary, as the case may be, to enter into, the other Separation Documents to which it is a party.

Section 2.5     Transfers Not Effected Prior to the Redemption; Transfers Deemed Effective as of the Redemption Date .

(a)     Prior to the Redemption Date, Applera and Celera shall use commercially reasonable efforts to identify all Assets (other than Contracts, which shall be governed by Section 2.1 hereof) that cannot be separated in a commercially reasonable manner, and Celera and Applera will enter into appropriate arrangements regarding such Shared Assets (collectively, the “ Shared Assets ”), including the costs related to the use of such Shared Assets.

(b)     Notwithstanding Section 2.5(a) hereof, to the extent that any transfers of Assets or Liabilities contemplated by this Article II shall not have been consummated on or prior to the Redemption Date, the parties shall cooperate and use commercially reasonable efforts to effect the transfer of such Assets and such Liabilities as promptly following the Redemption Date as shall be practicable. Nothing herein shall be deemed to require the transfer of any Assets or the assumption of any Liabilities which by their terms or operation of law cannot be transferred or assumed until such time as all legal impediments to such transfer or assumption have been removed; provided , however , that Applera and Celera shall, and shall cause each of their respective Subsidiaries to, use reasonable best efforts to obtain any Consents for the transfer of all Assets and the assumption of all Liabilities contemplated to be transferred or assumed pursuant to this Article II. In the event that any such transfer of Assets or assumption of Liabilities has not been consummated, effective on or before the Redemption Date, the party retaining such Asset or Liability shall thereafter hold such Asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) and retain such Liability for the account of the party by whom such Liability is to be assumed pursuant hereto, and take such other action as may be reasonably requested by the party to whom such Asset is to be transferred, or by whom such Liability is to be assumed, as the case may be, in order to place such party, insofar as reasonably practicable, in substantially the same position as would have existed had such Asset or Liability been transferred or assumed as contemplated hereby; provided , however , notwithstanding the foregoing, the party retaining any Asset due to the deferral of the transfer of such Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the party entitled to the Asset, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by the party entitled to the Asset. As and when any such Asset becomes transferable or such Liability can be assumed, such transfer or assumption shall be effected in accordance with the terms of this Agreement and/or the applicable Separation Document. Subject to the foregoing and to the extent permitted by law and to the extent otherwise permissible in light of any Consent, the parties agree that, as of the Redemption Date (or such earlier time as any such Asset may have been assigned or Liability assumed), the party to whom any such Asset is assigned or by whom such Liability is assumed pursuant to this Section 2.5(b) shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such party is entitled to acquire or required to assume pursuant to the terms of this Agreement.

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(c)     If subsequent to the Redemption Date, Applera shall either (i) receive written notice from Celera or (ii) determine that certain specified Assets of Applera or an Applied Biosystems Subsidiary that properly constitute Celera Group Assets were not transferred to Celera or a Celera Subsidiary prior to the Redemption, then, as soon as reasonably practicable thereafter, Applera shall transfer and deliver, or shall cause the applicable Applied Biosystems Subsidiary to transfer and deliver, any and all of such Assets to Celera or a Celera Subsidiary designated by it without the payment by Celera or such Celera Subsidiary of any consideration therefor. If subsequent to the Redemption Date, Celera shall either (i) receive written notice from Applera or (ii) determine that certain specified Assets of Celera or a Celera Subsidiary that do not properly constitute Celera Group Assets were transferred to or held by Celera or a Celera Subsidiary prior to the Redemption, then, as soon as reasonably practicable thereafter, Celera shall transfer and deliver, or shall cause the applicable Celera Subsidiary to transfer and deliver, any and all of such Assets to Applera or an Applied Biosystems Subsidiary designated by it without the payment by Applera or such Applied Biosystems Subsidiary of any consideration therefor.

(d)     If subsequent to the Redemption Date, Applera or Celera shall either (i) receive written notice from the other Group or (ii) determine that certain specified Liabilities of Applera or an Applied Biosystems Subsidiary that properly constitute Celera Group Liabilities were not assumed by Celera or a Celera Subsidiary prior to the Redemption, then, as soon as reasonably practicable thereafter, Applera shall permit, or shall cause the applicable Applied Biosystems Subsidiary to permit, Celera or a Celera Subsidiary to assume (and Celera or such Celera Subsidiary as soon as commercially practicable shall assume) such Liabilities without payment by Applera or any Applied Biosystems Subsidiary of any consideration for such assumption; provided that, in the event that Celera or one or more Celera Subsidiaries cannot practicably assume any such Liabilities, then Celera shall indemnify, defend and hold harmless the Applera Indemnified Parties from, against and in respect of any and all Indemnifiable Losses of the Applera Indemnified Parties arising out of, relating to or resulting from, directly or indirectly, such Liabilities. If subsequent to the Redemption Date, Applera or Celera shall either (i) receive written notice from the other Group or (ii) determine that certain specified Liabilities of Celera or a Celera Subsidiary that do not properly constitute Celera Group Liabilities were assumed by Celera or a Celera Subsidiary prior to the Redemption, then, as soon as reasonably practicable thereafter, Celera shall permit, or shall cause the applicable Celera Subsidiary to permit, Applera or an Applied Biosystems Subsidiary to assume (and Applera or such Applied Biosystems Subsidiary as soon as commercially practicable shall assume) such Liabilities without the payment by Celera or any Celera Subsidiary of any consideration for such assumption; provided that, in the event that Applera or one or more of the Applied Biosystems Subsidiaries cannot practicably assume any such Liabilities, then Applera shall indemnify, defend and hold harmless the Celera Indemnified Parties from, against and in respect of any and all Indemnifiable Losses of the Celera Indemnified Parties arising out of, relating to or resulting from, directly or indirectly, such Liabilities.

(e)     Any disagreement regarding whether or not any Asset or Liability was or should have been a Celera Group Asset or Celera Group Liability, on the one hand, or an Applied Biosystems Group Asset or Applied Biosystems Group Liability, on the other hand, shall be resolved in accordance with the provisions of Article XIII hereof.

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Section 2.6     Securities Matters .

(a)     Prior to the Redemption Date, Applera and Celera shall use their respective reasonable best efforts to cause the Registration Statement and any amendments or supplements thereto to be declared effective under the Securities Act. Applera and Celera shall also cooperate in preparing and filing with the SEC, upon Celera's eligibility to do so, and causing to become effective any registration statements or amendments thereof that are required to reflect the establishment of, or amendments to, any Celera Equity Incentive Plan or appropriate in connection with the transactions contemplated by this Agreement or the other Separation Documents.

(b)     Prior to the Redemption Date, Celera shall prepare and file with the SEC a registration statement on Form 8-A registering under the Exchange Act the shares of Celera Common Stock to be issued in the Redemption in exchange for shares of Celera Group Common Stock and shares of Celera Common Stock to be issued pursuant to the Celera Equity Incentive Plan (the “ Form 8-A ”), and shall take all actions necessary to cause it to become effective prior to the Redemption Date.

(c)     Prior to the Redemption Date, Celera shall use commercially reasonable efforts to take all such actions as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the transactions contemplated by this Agreement or the other Separation Documents.

Section 2.7     Listing .

(a)     Prior to the Redemption Date, Celera shall prepare and submit to The NASDAQ Stock Market LLC (“ NASDAQ ”) an application for listing on NASDAQ the shares of Celera Common Stock to be issued in the Redemption in exchange for shares of Celera Group Common Stock and shares of Celera Common Stock to be issued pursuant to the Celera Equity Incentive Plan, and shall use its reasonable best efforts to obtain, prior to the Redemption Date, approval for the listing of such shares, subject to official notice of issuance.

(b)     Prior to the Redemption Date, Applera shall prepare and submit to the New York Stock Exchange, Inc. (“ NYSE ”) amendments to Applera's listing application with the NYSE to provide for the delisting of the shares of Celera Group Common Stock, effective as of the Redemption Date.

Section 2.8     Celera Organizational Documents . On or prior to the Redemption Date, Celera and Applera shall take all actions reasonably necessary to amend and restate the certificate of incorporation and by-laws of Celera substantially in the form attached hereto as Exhibits A and B , respectively.

Section 2.9     Intercompany Accounts . Applera, on behalf of itself and each Applied Biosystems Subsidiary, on the one hand, and Celera, on behalf of itself and each Celera Subsidiary, on the other hand, shall, to the extent practicable, prior to the Redemption, settle, cancel or otherwise eliminate all Intercompany Accounts. To the extent that it is not practicable for Applera and Celera to settle, cancel or otherwise eliminate all Intercompany Accounts prior to

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the Redemption, then each of Applera and Celera shall, promptly following the Redemption, settle, cancel or otherwise eliminate all Intercompany Accounts. For the avoidance of doubt, the provisions of this Section 2.9 shall not apply to any intercompany receivables, payables or other balances arising under any of the Separation Documents.

Section 2.10     Kauai Agreement . Prior to the Redemption, Applera and Celera shall negotiate in good faith to agree upon the form and substance of the Kauai Agreement (as such term is defined in the Operating Agreement).

ARTICLE III

THE REDEMPTION

Section 3.1     Actions Prior to Redemption .

(a)     Subject to the satisfaction, or to the extent permitted by Applicable Law, waiver, of the conditions set forth in Article IV hereof, the Board, consistent with the Restated Certificate and Delaware law, shall establish the Redemption Date and any necessary or appropriate procedures in connection with the Redemption.

(b)     Applera shall prepare and mail, at least thirty-five (35) Trading Days, but not more than forty-five (45) Trading Days, prior to the Redemption Date, to all holders of Celera Group Common Stock on the Holder Determination Date, the Notice of Redemption, as required by the Restated Certificate. Applera and Celera will prepare, and Celera will, to the extent required under Applicable Law, file with the SEC any such documentation which Applera determines is necessary or desirable to effectuate the Redemption and Applera and Celera shall each use their respective reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.

Section 3.2     Rights of Applera Stockholders .

(a)     From and after the Redemption Date, holders of certificates formerly evidencing shares of Celera Group Common Stock (“ Celera Group Stock Certificates ”) shall cease to have any rights as stockholders of Applera, and until thereafter surrendered for Redemption, each Celera Group Stock Certificate that, prior to the Redemption Date, evidenced shares of Celera Group Common Stock, shall be deemed and treated for all purposes to evidence only the right to receive in the Redemption, a number of shares of Celera Common Stock equal to the number of shares of Celera Group Common Stock evidenced by such Celera Group Stock Certificate.

(b)     From and after the Redemption Date, each outstanding stock certificate that, prior to the Redemption Date, evidenced a number of shares of Applied Biosystems Group Common Stock shall remain outstanding and be deemed and treated for all purposes to evidence ownership of the same number of shares of common stock, par value $0.01 per share, of Applera.

Section 3.3     Exchange Agent . Prior to the Redemption