Exhibit 10.5

AGREEMENT

THIS AGREEMENT (the "Agreement") is made and/or entered into by and between Indiana University's Advanced Research & Technology Institute ("IU-ARTI"), a nonprofit corporation organized under the laws of the state of Indiana, having offices at 501 North Morton Street, Suite 111, Bloomington, Indiana 47404, and Bruker Daltonics, Inc. ("Bruker"), a Massachusetts corporation with its principal place of business at Fortune Drive, Manning Park, Billerica, Massachusetts 01821.

NOW THEREFORE in view of the promises set forth below, the parties hereto agree as follows:

1. Definitions.

For all purposes of this Agreement the following terms, as used herein, will have the meanings specified below:

1.1 "Effective Date" means the date last written below.

1.2 The "Invention" means all inventions, proprietary developments, data and/or information owned as of the Effective Date by IU-ARTI relating to Method and Apparatus Providing Improved Time-of-Flight Mass Spectrometer Resolution, Invention Number 9404, created by James P. Reilly, Steven M. Colby, and Timothy B. King (hereinafter the "Inventors"), as described in the patent application(s) and/or patent(s) listed in Schedule A, as well as any continuations, divisions, reexaminations, reissues, substitutes, renewals or extensions of any of the foregoing patent applications or patents.

1.3 "Affiliate" of a specified entity means an entity that directly or indirectly controls, is controlled by, or is under common control with, the specified entity. For purposes of this Agreement, the direct or indirect ownership of more than 50% of the outstanding voting shares of an entity, the right to receive 50% or more of the profits or earnings of an entity, or the right to control policy decisions of an entity, will be deemed to constitute control.

1.4 "Patent Rights" means those patents and/or patent applications listed on Schedule A and any patents issuing from such patent applications, or any related U.S. or foreign applications or patents based upon any of such patent applications or patents, as well as any continuations, divisions, reexaminations, reissues, substitutes, renewals or extensions of any of the foregoing patent applications or patents.

1.5 "Licensed Products" means any apparatus, device, system, product, article, appliance, method or process covered in whole or in part by a pending claim in a pending application within the Patient Rights or an unexpired claim in a patent within the Patent Rights.

1.6 "Net Sales" means the gross sales amount of all sales or leases of Licensed Products by Bruker, Affiliates or sublicensees to any customer minus any customary quantity, trade or cash discounts actually given, allowed returns or allowances given in lieu of allowed returns, freight and insurance, if separately itemized on the invoice and paid by the customer, and any value added, sales, use or excise taxes actually included in the invoice amount, provided, however, that no deductions will be taken for any other costs incurred in the manufacture, offering for sale, sale, distribution, shipment, promotion, advertisement, exploitation or commercialization of the Licensed Products, for any costs of collections or any uncollectible accounts, or for any other costs, expenditures, fees or expenses. For all Licensed Products used by Bruker as premiums to promote, market, sell and/or lease products or processes other than Licensed Products, such premiums will be deemed to have been sold at Bruker's customary sales price. Such premiums do not include systems used solely for demonstration or for in-house research and development purposes by Bruker. Licensed Products will be considered "sold" when delivered, billed out, or invoiced, whichever comes first.

1.7 "Due Diligence" means the process whereby Bruker has the opportunity to inspect and review all IU-ARTI and Inventors' files pertaining to the Invention and Patent Rights.

2. Grant of License

2.1 IU-ARTI grants to Bruker a royalty-bearing exclusive license to make, have made, use, lease, and sell the Licensed Products, and practice, sublicense or otherwise enforce the Patent Rights, subject only, however, to a reservation of rights by IU-ARTI for itself and Indiana University to make, have made and use the Licensed Products or otherwise exploit the Patent Rights for research and educational purposes.

2.2 Bruker acknowledges that the United States Government retains certain rights in the inventions funded in whole or in part under any contract, grant or similar agreement with a Federal agency. The License granted under this Section 2 is expressly subject to any such rights.

2.3 Bruker grants to IU-ARTI and Indiana University a non-exclusive, non-transferable royalty-free license, for research and educational purposes only, to any improvements to the Invention developed by Bruker.

2.4 The scope of this Agreement will cover the Invention, Patent Rights and Licensed Products and any patent that will issue claiming the benefit of priority from the Patent Rights, or a priority date before the effective date of the Agreement, in so far as the priority date pertains to technology related to the subject matter of the Patent Rights, and any invention in the field of laser time-of-flight mass spectrometry relating to both instrumentation development and application development that may have been conceived by the Inventors before the Effective Date of this Agreement. This Agreement specifically excludes the work embodied in IU-ARTI Invention Number 9737, "Hybrid

Ion Mobility and Mass Spectrometer," and other such investigations outside James P. Reilly's research group ("Reilly Group").

3. Payments/License Fees and Royalties.

3.1 Bruker agrees to provide IU-ARTI with a state of the art linear and reflectron REFLEX II Matrix Assisted Laser Desorption Ionization Time-of-Flight ("MALDI-TOF) Mass Spectrometer (valued at $280,000) in support of the research support/collaboration effort as set forth in
Section 10.

3.2 Bruker agrees to pay to IU-ARTI a one-time payment of [*](1) as a non-refundable license fee that will be deemed to forgive any past royalties that may be due, if there are any, to be paid in the following installments:

3.2.1 a one-time payment of [*] due upon execution of this Agreement, and

3.2.2 a one-time payment of [*], due upon the expiration of ninety
(90) days after the Effective Date of this Agreement, whichever is shorter;

[*] of the non-refundable license fee will be considered an advance creditable toward future royalties due under 3.3.1, provided, that the credit may be applied to only fifty percent (50%) of the total due in any one period; and that no other credits or reductions may be applied.

3.3 Bruker agrees to pay to IU-ARTI within sixty (60) days after the end of each semi-annual calendar year of this Agreement (i.e., period ending June 30 and December 31) the following:

3.3.1 for Licensed Products made, and or sold within the United States, an earned royalty of [*] of Bruker's or its Affiliates' Net Sales (Bruker's royalty rate is discounted in consideration for its many obligations under this Agreement); and

3.3.2 for Licensed Products manufactured here in the United States and sold abroad for use in a foreign country, an earned royalty of [*] less than the amount specified in Section 3.3.1 above, as an incentive to make products in the United States.

3.4 After Bruker has secured the first two (2) sublicensees for IU-ARTI in accordance with the terms of Section 4 below, the earned royalty of [*] in
Section 3.3.1 will be adjusted, either up or down, [*] the average ongoing royalty rate of the sublicensees. The adjustment of this section will be recalculated once every calendar year, at the beginning of the calendar year, incorporating all sublicensees then in effect.

4. Sublicenses.

4.1 Bruker will use reasonably diligent efforts, in accordance with
Section 5, to sublicense the Patent Rights, and if they are unable to sublicense the Patent Rights, to otherwise enforce the Patent Rights, in accordance with Section 9. As long as Bruker continues to sublicense or otherwise enforce the Patent Rights in such reasonably diligent manner, then the exclusive license of this Agreement will remain exclusive. If, however, at any time, Bruker provides IU-ARTI with written notice of its decision to discontinue sublicensing, and or otherwise enforcing the Patent Rights in accordance with this Agreement, then the exclusive license of this Agreement will revert to a non-exclusive license ninety
(90) days after receipt of such notice by IU-ARTI.

4.2 Bruker will have the exclusive right to grant sublicenses to others for the Patent Rights. Bruker will provide IU-ARTI with a complete copy of each sublicense granted hereunder within sixty (60) days of execution of each sublicense.

4.3 For any sublicenses granted by Bruker hereunder, Bruker will attempt to collect up-front licensing fees from all sublicensees and will pay to IU-ARTI, for any third-party up-front licensing fee ("third-party fees") received without governmental intervention, [*] of such third-party fees received, but after an aggregate of [*] in third-party fees has been received, IU-ARTI and Bruker will split all additional third-party fees in
[*] shares each to IU-ARTI and Bruker. Third-party fees include up-front payments, payments for past damages and license access fees, milestones, and other financial consideration but not advances of future royalties.

4.4 For any sublicenses granted by Bruker hereunder, Bruker will pay to IU-ARTI, with respect to third-party earned royalties based on sublicensee Net Sales, or royalties paid in advance that are received without governmental intervention, [*] of such third-party earned royalties received, but whereupon an aggregate of [*] in third-party earned royalties has been received from third-party royalties, IU-ARTI and Bruker will split all additional third-party earned royalties in [*] shares each to IU-ARTI and Bruker.

4.5 Bruker will not conclude a sublicense under which the earned royalties payable by a sublicensee are less than [*](2) of such sublicensee's Net Sales without the written consent of IU-ARTI. Bruker will not conclude a sublicense under which the Patent Rights are cross-licensed to a sublicensee or otherwise sublicensed or exchanged for non-financial consideration without the written consent of IU-ARTI.

4.6 Termination of the license granted to Bruker by IU-ARTI under this Agreement will terminate all sublicenses that may have been granted by Bruker. Any sublicense granted by Bruker must contain corresponding provisions relative to termination and the conditions of continuance of any sublicenses.

5. Best Efforts and Due Diligence.

5.1 Bruker will use reasonably diligent efforts to bring the Licensed Products to market through a program of developing, marketing, sublicensing, commercializing, or otherwise enforcing the Patent Rights.

5.2 Bruker will prepare and submit to IU-ARTI within sixty (60) days of the completion of Due Diligence or upon the expiration of one hundred fifty (150) days after the Effective Date of this Agreement, whichever is shorter, a commercially reasonable development plan for the development, marketing, sublicensing, and enforcement of the Patent Rights ("sublicensing and commercialization plan"), which will become a part of this Agreement.

5.3 Bruker will provide IU-ARTI with semi-annual reports of its activities under the sublicensing and commercialization plan occurring during each semi-annual period, due in accordance with Section 7.1, and its projected activities under the sublicensing and commercialization plan for the next semi-annual period. If the activities reported are substantially inadequate compared to plans submitted earlier under Section 5.2, given reasonable industry and commercialization standards, IU-ARTI will so notify Bruker. If, within six (6) months of said notification, Bruker has not rectified the deficiencies so identified, such deficiencies will constitute a material breach of this Agreement.

6. Warranty.

6.1 IU-ARTI warrants that, to the best of its knowledge and belief, it is the owner of all rights, title, and interest in the Patent Rights, free of any liens, encumbrances, restrictions and other legal or equitable claims, subject, however, to any rights of governmental authorities.

6.2 All property, whether tangible or intangible, which may be delivered hereunder, will be delivered on an "as is, where is" basis without any express or implied warranty. Other than the obligations of IU-ARTI set forth in this Agreement, IU-ARTI MAKES NO OTHER WARRANTIES WHATSOEVER.
IU-ARTI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IU-ARTI ASSUMES NO RESPONSIBILITY WITH RESPECT TO THE EXPLOITATION OR COMMERCIALIZATION OF THE LICENSED PRODUCTS, INVENTION, OR PATENT RIGHTS OR THE MANUFACTURE, USE, SALE, LEASE OR DISTRIBUTION OF ANY METHODS, PROCESSES, APPARATUS, DEVICES, SYSTEMS, PRODUCTS, ARTICLES, AND/OR APPLIANCES DERIVED FROM OR USING THE LICENSED PRODUCTS, INVENTION, OR PATENT RIGHTS BY BRUKER, ITS AFFILIATES, OR SUBLICENSEES. IU-ARTI WILL

NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, OR ANY OTHER DIRECT,
INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES.

7. Records, Reports, and Payments.

7.1 Bruker will render to IU-ARTI semi-annual written reports for each semi-annual calendar year period, due within sixty (60) days following each semi-annual period, during the term of the license under this Agreement, setting forth an accounting for all Licensed Products sold, distributed, or leased, and a calculation of total Net Sales for such semi-annual period including a reporting of any applicable deductions, allowances, and charges as provided in Section 1.6 of this Agreement. Concurrent with the making of the report under this Section 7.1, Bruker will include payment due and will submit the sublicensing and commercialization plan report require in accordance with Section 5.3. Bruker will require its sublicensees to render these same written reports to Bruker and will provide IU-ARTI with such reports within 15 days of receipt by Bruker and such reports will be accompanied by applicable payment to IU-ARTI by Bruker for each sublicensee.

7.2 Bruker will keep and maintain and will require any of its sublicensees to keep and maintain, complete, accurate, and correct records and books relating to the sale or lease of the Licensed Products for three (3) years following the end of the calendar year to which such records and books pertain.

7.3 The books and records of account kept by Bruker and any of its sublicensees, must be made available upon reasonable notice during normal business hours for examination by one or more auditors of IU-ARTI's choosing and at IU-ARTI's expense, who will be permitted to enter upon the premises of Bruker or its sublicensees and make and retain copies of any and all parts of said books and records of account, including invoices that are relevant to any report required to be rendered under this Agreement. Any amount found to have been owed but not paid, will be paid promptly to IU-ARTI with interest at the maximum rate allowable by Indiana Usury Law. If, in the event any such audit shows that Bruker has underpaid its royalty obligation hereunder by fifteen percent (15%) or more during any calendar year, Bruker will pay IU-ARTI the amount of such underpayment and Bruker will reimburse IU-ARTI for the out-of-pocket expense for such audit. If, in the event any such audit shows that any sublicensee has underpaid its royalty obligation hereunder by fifteen percent (15%) or more during any calendar year, Bruker will require its sublicensee to pay IU-ARTI the amount of such underpayment and will reimburse IU-ARTI for the out-of-pocket expense for such audit.

7.4 Royalty or other payments to be paid in cash will be paid in United States dollars in accordance with Section 16, or at such other place as IU-ARTI may reasonably designate and will be made within sixty (60) days following each semi-annual reporting period listed in Section 7.1. Any withholding taxes which Bruker is required by law to withhold on remittance of the royalty payments will be deducted from the royalty paid and Bruker will furnish IU-ARTI with copies of all official receipts for such taxes. If any royalties hereunder are based on Net Sales converted from foreign currency, such

conversion will be made by using the exchange rate prevailing at a first-class foreign exchange bank on the last business day of the semi-annual reporting period listed in Section 7.1 to which such royalty payments relate. Late payment will bear interest at the maximum rate allowable by Indiana Usury Law.

8. Patent Prosecution

8.1 The filing, prosecution, and maintenance of all patents within the Patent Rights will be the primary responsibility of IU-ARTI provided, however, that Bruker will have reasonable opportunities to advise and cooperate with IU-ARTI in such filing, prosecution and/or maintenance.

8.2 Within ninety (90) days of presentation of itemized statements to Bruker, Bruker will reimburse IU-ARTI for all reasonable fees and costs incurred by IU-ARTI during the term of this Agreement relating to the preparation, filing, prosecution, and maintenance of the Patent Rights.

8.3 In the event Bruker determines that the continued filing, prosecution or maintenance of any particular patent application or patent within the Patent Rights is not justified, it will advise IU-ARTI in writing and IU-ARTI will then have the option to file, prosecute or maintain any such Patent Rights at its own expense, and IU-ARTI will have the option to delete the particular patent application or patent within the Patent Rights from the license granted under this Agreement. In that event, Bruker will have no rights under this license for any such deleted patent application or patent and IU-ARTI will be free to exploit and to assign or license any such deleted patent applications or patents to third parties without effect on the amount of royalties due to IU-ARTI under Section 3.1.

8.4 In the event that any claim of any application within the Patent Rights is canceled, abandoned, or otherwise disallowed by a final non-appealable or non-appealed action of a Patent Office having jurisdiction, or in the event that any claim of any patent within the Patent Rights is held invalid or unenforceable by a non-appealable or non-appealed decision by any court of competent jurisdiction, such claim will be deemed to have expired, as of the date of final disallowance or final decision of invalidity or non-enforceability.

9. Infringement

9.1 Each party will promptly inform the other in writing of any alleged infringement of any of the patents within the Patent Rights, and provide the other party with any available evidence of infringement.

9.2 During the term of this Agreement, Bruker will have the first option to prosecute, at its own expense, any such infringements of the Patent Rights and, in furtherance of such prosecution, Bruker may, for such purposes, join IU-ARTI as a party plaintiff or use the name of IU-ARTI as a party plaintiff, without expense to IU-ARTI. In the event that litigation or other governmental proceedings are required in the conduct of the patent

enforcement or defense, Bruker shall be entitled to recover its reasonable enforcement or defense costs, including reasonable attorneys' fees, on a matter-by-matter basis, from any judgment, settlement, or the like, the payment of which is dispositive of the governmental proceeding. Such costs incurred by Bruker shall be recovered from the first one-half (1/2) of the total recoveries from the litigation or other governmental proceeding, with the remainder of this first one-half of recoveries being divided in fifty percent (50%) shares between IU-ARTI and Bruker. The second one-half (1/2) of the total recoveries from the litigation or other governmental proceeding will be divided in fifty percent (50%) shares between IU-ARTI and Bruker.

9.3 If, within six (6) months after having been notified of any alleged infringement, Bruker will have been unsuccessful in persuading the alleged infringer to desist, and will not have brought or be diligently prosecuting an infringement action, or if Bruker will notify IU-ARTI at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, IU-ARTI will have the right to prosecute at its own expense any infringement of the Patent Rights, and IU-ARTI may, for such purposes, join Bruker as a party plaintiff or use the name of Bruker as a party plaintiff, without expense to Bruker. The total cost of any such infringement action commenced or defended solely by IU-ARTI will be borne by IU-ARTI, and IU-ARTI will keep any recovery or damages for past infringement derived therefrom.

9.4 In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights will be brought, Bruker will defend such action, but IU-ARTI, at its option, will have the right to intervene and take over the sole defense of the action at its own expense and whereupon IU-ARTI will keep any recovery or damages derived therefrom or from any counterclaims asserted therein. Unless and until IU-ARTI elects to intervene and take over the sole defense of the action, Bruker will be responsible, at its sole expense, for the defense of the action and whereupon Bruker will keep any recovery or damages derived therefrom, or from any counterclaims asserted therein. If IU-ARTI and Bruker share in the responsibility of the expense for the defense of the action, Bruker and IU-ARTI will share in any recovery or damages derived therefrom or from any counterclaims asserted therein in proportion to the total costs contributed by each party.

9.5 In the event an infringement action is brought against Bruker arising from the use of the Patent Rights, Bruker will defend such action and will be solely responsible for all attorneys fees, costs of defense, and liability arising out of that action.

9.6 In any infringement suit brought or declaratory judgment action defended by either Bruker or IU-ARTI to protect any of the Patent Rights pursuant to this Agreement, the other party will, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like.

9.7 Bruker will not settle or compromise any claim or action in a manner that imposes any restrictions or obligations on IU-ARTI without IU-ARTI's written consent, which consent will not be unreasonably withheld.

10. Research Support

10.1. Scope of Work. IU-ARTI will use reasonable efforts to perform experiments and studies of mutual interest to Bruker and Dr. James Reilly, Professor of Chemistry, Indiana University, related to Time-of-Flight mass spectrometry fundamentals, instrumentation and applications (hereinafter, "Collaboration").

10.2. Key Personnel. The Collaboration will be performed under the direction of Dr. James Reilly. In the event he is unable or unwilling to continue with the Collaboration, the parties will attempt to find a mutually acceptable substitute. In the event a mutually acceptable substitute is not found, the Collaboration may be terminated.

10.3 Term. The Collaboration will commence on the date of completion of the Due Diligence or will commence on the expiration of ninety (90) days after the Effective Date of this Agreement, whichever is shorter; and continue for a period of four (4) years.

10.4 Meetings. Dr. Reilly will from time-to-time and at mutually agreeable times give presentations at Bruker sponsored symposia or mass spectrometer conferences and contribute application notes for Bruker's marketing efforts. Bruker will be responsible for Dr. Reilly's travel expenses related to the giving of presentations and marketing assistance but no additional consulting fee will be paid for such presentations provided that they do not exceed three (3) presentations per year.

10.5 Bruker Facilities. During the Collaboration, Bruker will make its Massachusetts MALDI-TOF research and development and applications laboratories accessible to Dr. Reilly and his research group from time-to-time for special experiments and collaborative projects that cannot readily be performed in Dr. Reilly's laboratory.

10.6 Payments. Bruker will provide funding for the Collaboration as follows:

10.6.1 [*](3) per year;
10.6.2 [*] of the Net Sales per year during the period of Collaboration.

Payment will be made quarterly in advance with the first such payment due 90 days after the Effective Date of this Agreement. Checks will be payable to IU-ARTI and sent in accordance with
Section 16.

10.7  Equipment. Bruker will deliver and install a demo REFLEX II system with
      the following configuration and/or capabilities:

      10.7.1  Manual target introduction and computer-controlled sample
              selection;
      10.7.2  "Scout" ion source;
      10.7.3  Ability to record positive and negative ion spectra;
      10.7.4  One hundred megabyte (100Mb) storage capability for large
              time-of-flight data files;
      10.7.5  Bruker's latest data manipulation software, and most recent
              applicable data acquisition software;
      10.7.6  The Multichannel Plate (MCP) detectors provided will be
              sufficiently speed-optimized to meet Bruker's resolution
              specification in mode of 12,000;
      10.7.7  Ion gate with a preselection resolution on the order of 100;
      10.7.8  Digital scope capable of sampling at 1 GHz; and
      10.7.9  Heating mantle to facilitate flight tube pump-out.

      Bruker will provide for the replacement of Bruker-built parts (excluding
      OEM-built parts) and documentation as needed to effect repairs on the
      system, but will not be responsible for providing any other service or
      repair of the system during the period of Collaboration. If either the
      Agreement or the Collaboration is terminated prior to the fourth
      anniversary of commencement of the Collaboration, the REFLEX II system
      will be returned to Bruker. Subsequent to the fourth anniversary of
      commencement of the Collaboration, title to the REFLEX 11 system will
      remain with IU-ARTI and will be free of all claims, liens, or encumbrances
      of Bruker.

      10.8. Reports and Publications. It is intended that there be full
      cooperation and a free flow of information between IU-ARTI and Bruker with
      respect to the conduct of the Collaboration. Bruker will have unrestricted
      timely access to the results of the Collaboration and the data generated
      will be communicated fully and openly to Bruker. Subject to patent rights
      of IU-ARTI, Bruker may use these data in any manner it deems appropriate.
      IU-ARTI is free to publish, present, or use any results arising out of the
      Collaboration for its own instructional, research, or publication
      objectives provided that the publication, presentation or use does not
      disclose any Information furnished by Bruker under Section 10.9. IU-ARTI
      agrees that any proposed publication or presentation relating to the
      Collaboration will be submitted to Bruker for review 30 days prior to
      submission for publication or presentation. In the event that the proposed
      publication or presentation contains patentable subject matter which
      requires protection, IU-ARTI will, upon written request from Bruker within
      the 30-day review period, delay the publication or presentation for a
      maximum of an additional 60 days to allow filing of a patent application.

      10.9. Intellectual Property.

            10.9.1 IU-ARTI will promptly disclose to Bruker, and Bruker will
      hold with the same level of confidentiality that it obligates IU-ARTI to
      use under Section 10.9, all creative ideas, developments and inventions,
      whether or not patentable, conceived or first

reduced to practice as a result of the Collaboration (hereinafter "Collaboration Inventions"). Collaboration Inventions developed solely by IU-ARTI will remain the property of IU-ARTI. Collaboration Inventions developed solely by Bruker will remain the property of Bruker. Collaboration Inventions developed jointly by the parties will be jointly owned by IU-ARTI and Bruker.

10.9.2 IU-ARTI hereby grants to Bruker and its Affiliates the unrestricted, irrevocable, royalty-free, worldwide, perpetual, non-exclusive right and license to make and/or use solely for Bruker's own internal research and educational purposes the Collaboration Inventions, and the unrestricted, irrevocable, royalty-free, worldwide, perpetual, non-exclusive right and license to make, have made, use, and sell the jointly-owned Collaboration Inventions.

10.9.3 IU-ARTI hereby grants to Bruker the first option for a worldwide, exclusive, royalty-bearing license, subject to the rights of the U.S. government, to make, have made, use, sell, with a right to sublicense or other-wise enforce, Collaboration Inventions owned solely by IU-ARTI, or IU-ARTI's interest in any jointly-owned Collaboration Inventions. The terms of such license will be reasonable in the circumstances and will be negotiated in good faith between Bruker and IU-ARTI. The option will extend for a time period of six (6) months from the date of first disclosure to Bruker. If Bruker exercises its option, but Bruker and IU-ARTI are unable to reach agreement on the terms of the license, Bruker will at its own option, have either "right of first refusal" with respect to any agreement granting rights in Collaboration Inventions to any third party, or a perpetual, worldwide, non-exclusive, royalty-bearing license, subject to the rights of the U.S. government, to make, have made, use, or sell Collaboration Inventions solely owned by IU-ARTI. IU-ARTI will not enter into any agreement granting any third party rights in Collaboration Inventions without first offering Bruker the same terms and conditions offered to the third party. Bruker will have thirty (30) days from IU-ARTI's first offering to Bruker in which to notify IU-ARTI that it desires to exercise its right of first refusal. If Bruker does not notify IU-ARTI that it desires to exercise its right of first refusal, then IU-ARTI may conclude the agreement with a third party on the terms and conditions proposed to Bruker. If IU-ARTI desires to enter into an agreement on terms and conditions other than those proposed to Bruker, it must again propose such agreement to Bruker as described in this Section 10.9.3.

10.10. Confidentiality.

10.10.1 IU-ARTI agrees to hold in confidence, in accordance with this paragraph, any information disclosed to IU-ARTI by Bruker in connection with the Collaboration and identified in writing as confidential (hereinafter "Information"). For the purpose of this Agreement, "hold in confidence" means that IU-ARTI will protect the Information in the same manner in which it protects its own confidential information. The Information will remain the property of Bruker, and will be disclosed only to those persons necessary for the performance of the Collaboration or is required by law.

10.10.2 No indirect or consequential damages or damages based on loss of profits or market share are contemplated or recoverable for breach of confidentiality.

10.10.3 The obligations of IU-ARTI to maintain confidentiality will survive the expiration or termination of this Agreement and will endure for 5 years from the date of disclosure.

10.10.4. The obligation of non-disclosure will not apply to the following:

10.10.4.1. Information that is publicly available through no fault of IU-ARTI;
10.10.4.2. Information that is disclosed to IU-ARTI by a third party entitled to disclose the Information;
10.10.4.3. Information that is already known to IU-ARTI; or
10.10.4.4. Information that is required to be disclosed by law, provided IU-ARTI promptly notifies Bruker in writing of such lawful disclosure.

10.11 IU-ARTI agrees that it will not enter into any other agreements that will conflict with its obligations hereunder.

11. Termination

11.1 Unless sooner canceled or terminated as herein provided, the license granted under this Agreement will continue for ten (10) years or for the full term of the last expiring patent or patent application within the Patent Rights, whichever is longer.

11.2 If Bruker becomes bankrupt or insolvent, or files a petition in bankruptcy, or if the business of Bruker is placed in the hands of a receiver, assignee or trustee for the benefit of creditors, whether by the voluntary act of Bruker or otherwise, this Agreement may be terminated by IU-ARTI by giving written notice to Bruker.

11.3 If Bruker at any time defaults in the payment of any license fee, royalty or other payment, or in providing any report due under this Agreement or make any false report. or commits a material breach of any covenant or undertaking set forth herein, IU-ARTI will have the right, in addition to all other remedies available, to terminate this Agreement and revoke any and all licenses herein granted, by giving Bruker ninety (90) days prior written notice of such termination, provided, however, that if Bruker will have rectified such default or breach within such ninety (90) day period, then this Agreement will remain in effect and the rights and licenses herein granted will be in force as if no default or breach had occurred on the part of Bruker. In the event of termination under this Section, Bruker will continue to be obligated to pay to IU-ARTI all license fees, royalties, or other payments payable at the time of termination pursuant to this Section or otherwise accruing under this Agreement.

11.4 Bruker will have the right to terminate this Agreement with or without cause at any time upon six (6) months written notice to IU-ARTI.

11.5 Any termination of the license granted under this Agreement will not relieve Bruker of any obligations to make payments for any license fees, royalties or other payments that may have accrued prior to the date of such termination. Bruker may, for and only for a twelve (12) month period following termination of this Agreement, sell all Licensed Products in the inventory of Bruker at the usual sales price of Bruker for such Licensed Products, provided that Bruker will pay to IU-ARTI the royalties thereon as required by Section 3 of this Agreement and will submit the reports required by Section 7 of this Agreement. Any Licensed Products remaining in inventory of Bruker following such twelve (12) month period will be either destroyed or, at Bruker's discretion, transferred, without charge or cost, to IU-ARTI.

11.6 Upon termination of this Agreement for any reason the rights granted herein will immediately revert to IU-ARTI.

11.7 If, at any time during this Agreement, Bruker directly or indirectly opposes or assists any third party to oppose the grant of any Letters Patent on any patent application within the Patent Rights or disputes or directly or indirectly assists any third party to dispute the validity of any patent within the Patent Rights, or any of the claims thereof, IU-ARTI will be entitled thereafter to terminate immediately all or any portion of the license granted under this Agreement by notice thereof to Bruker.

11.8 Provisions of this Agreement which by their nature contemplate rights and obligations of the parties to be enjoyed or performed after the expiration or termination of this Agreement will survive until their purposes are fulfilled. Termination of this Agreement for any reason will not relieve either party of its obligations under this Agreement previous to the effective date of such termination.

12. Indemnification and Insurance

12.1 Bruker will, and require all of its sublicensees to, at all times during the term of this Agreement and thereafter, indemnify, hold harmless, and defend IU-ARTI, Indiana University, their trustees, officers, directors, employees, agents, and affiliates from and against all claims, losses, damages, and/or liability of whatsoever kind or nature, as well as all costs and expenses, including legal expenses and reasonable attorneys fees, which arise or may arise at any time out of or in connection with any activity of Bruker involving the Licensed Products, Invention, or the Patent Rights, including without limitation, the manufacture, use, sale, lease, commercialization, licensing or distribution of any system, method, process, apparatus, device, product, article or appliance derived from or using the Licensed Products, Invention, or the Patent Rights.

12.2 Bruker and each of its sublicensees will carry liability insurance at its expense, adequate to assure its obligations to the IU-ARTI under
Section 11. 1 of this Agreement. Bruker will include satisfactory evidence of adequate insurance coverage upon request.

13. Assignment

Bruker may assign or otherwise transfer this Agreement and the license granted hereby and the rights acquired by it to and only to the assignee or transferee of Bruker's entire business or of that part of Bruker's business to which the License granted under this Agreement relates, provided, however, that such assignee or transferee agrees in writing to be bound by the terms and conditions of this Agreement within thirty (30) days of such sale or transfer.

14. Non-Use of Names

Bruker will not use the names or trademarks of Indiana University, IU-ART1 or of the Inventors, nor any adaptation thereof in any advertising, promotional or sales activities without prior written consent obtained from IU-ARTI in each separate case, except that Bruker may state that it is licensed under one or more of the patents and/or applications within the Patent Rights.

15. Export Controls

It is understood that IU-ARTI is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes, and other commodities that may require a license from the applicable agency of the United States Government and/or may require written assurances by Bruker that Bruker will not export data or commodities to certain foreign countries without prior approval of such agency. IU-ARTI neither represents that a license will not be required nor that, if required, it will be issued.

16. Payments, Notices and Other Communications

Any payment, notice, or other communication pursuant to this Agreement Nvill be sufficiently made or given on the date of mailing, if sent to such party by express mail or certified first class mail, postage prepaid, made out to IU-ARTI and addressed to it at its address below or made out to Bruker and addressed to it at its address below or a replacement address as either party will designate by written notice given to the other party:

IU-ARTI:    Julie M. Watson, Vice President
            Advanced Research and Technology Institute
            Office of Technology Transfer
            Indiana University Research Park
            501 N. Morton Street, Suite 111
            Bloomington, IN 47404-3730

            Tax ID Number: 35-1990726

Bruker:     Dr. Frank Laukien, President
            Bruker Daltonics, Inc.

15 Fortune Drive, Manning Park Billerica, MA 01821

17. Miscellaneous Provisions

17.1 This Agreement will be construed, governed, interpreted, and applied in accordance with the laws of the State of Indiana, U.S.A., except that questions affecting the construction and effect of any patent will be determined by the law of the country in which the patent was granted.

17.2 This Agreement sets forth the entire agreement and understanding of the parties related to the subject matter and may not be modified, except that this Agreement may be modified by a duly executed amendment signed by an authorized representative of both parties.

17.3 The provisions of this Agreement are severable, and in the event that any provision of this Agreement will be determined to be invalid or unenforceable under any controlling body of law, such invalidity or non-enforceability will not in any way affect the validity or enforceability of the remaining provisions hereof.

17.4 Bruker agrees to mark the Licensed Products made, used or sold in the United States with all applicable United States patent numbers. All Licensed Products used, shipped to or sold in other countries will be marked in such a manner as to conform with the patent laws and practice of the country of use, shipment, and/or sale.

17.5 The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement will not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party.

17.6 Nothing contained in this Agreement will be deemed to place the parties in a partnership, joint venture or agency relationship, and neither party will have the right or authority to obligate or bind the other party in any manner.

17.7 This Agreement will be executed in duplicate counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals and duly executed this Agreement as of the day and year last set forth below.

Indiana University Advanced Research Bruker Daltonics, Inc. and Technology Institute

By:   /s/  Douglas M. Wilson              By:   /s/  Frank Laukien
   ---------------------------------         ----------------------------
      Douglas Wilson                            Dr. Frank Laukien
      President                                 President

DATE:       8/10/98                       DATE:       8/10/98

Patent No.      Inventors           Title
----------      ---------           -----

5,504,326       James P. Reilly     Spatial-Velocity Correlation Focusing in
                Steven M. Colby     Time-of-Flight Mass Spectrometry
                Timothy B. King

5,510,613       James P. Reilly     Spatial-Velocity Correlation Focusing in
                Steven M. Colby     Time-of-Flight Mass Spectrometry
                Timothy B. King

5,712,479       James P. Reilly     Spatial-Velocity Correlation Focusing in
                Steven M. Colby     Time-of-Flight Mass Spectrometry
                Timothy B. King

Exhibit 10.6

THIRD AMENDMENT
TO
LEASE BETWEEN BRUKER INSTRUMENTS, INC., LESSOR
AND
BRUKER DALTRONICS, INC., LESSEE
FOR THE PREMISES AT

15 FORTUNE DRIVE, BILLERICA, MASSACHUSETTS

Amendment to Amended Lease Agreement dated as of June 27, 1996 (the "Lease") between Bruker Instruments, Inc., Lessor and Bruker Daltronics, Inc., Lessee, for the property known as and numbered 15 Fortune Drive, Billerica, Massachusetts.

1. WHEREAS, the Lease defines the term as through October 31, 1999; and

WHEREAS, the Lessor and Lessee wish to extend the term to renew annually automatically;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Article II, Paragraph 1 of the Lease is hereby modified to:

TO HAVE AND TO HOLD the Demised Premises under the Tenant for the term of one year, automatically renewing annually unless terminated in writing with 90 days written notice by either party.

2. Article II, Paragraph 2 of the Lease is hereby DELETED.

3. All other provisions of the Lease remain unchanged and the parties hereto ratify the Lease as amended hereby.

Executed as an instrument under seal as of the 25th day of January, 1999.

Lessor:
BRUKER INSTRUMENTS, INC.

/signature/
Duly Authorized

Lessee:
BRUKER DALTRONICS, INC.

/signature/
Duly Authorized

SECOND AMENDMENT
TO
LEASE BETWEEN BRUKER INSTRUMENTS, INC., LESSOR
AND
BRUKER DALTRONICS, INC., LESSEE
FOR THE PREMISES AT

15 FORTUNE DRIVE, BILLERICA, MASSACHUSETTS

Amendment to Amended Lease Agreement dated as of January 15, 1998 (the "Lease") between Bruker Instruments, Inc., Lessor and Bruker Daltronics, Inc., Lessee, for the property known as and numbered 15 Fortune Drive, Billerica, Massachusetts.

1. WHEREAS, the Lease defines the rentable space as Seventeen Thousand Five Hundred Ninety-five (17,595); and

WHEREAS, the Lessor and Lessee wish to increase the rentable space;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

2. Article I, Paragraph 1 of the Lease is hereby modified by changing "Seventeen Thousand Five Hundred Ninety-five (17,595)" to "Twenty-Nine Thousand Five Hundred Thirty-five (29,535)".

3. Article III, Paragraph (a) of the Lease is hereby modified by changing "One Hundred Thirty One Thousand Nine Hundred Sixty-two and 44/100 ($131,962.44)" to "Two Hundred Twenty One Thousand Two Hundred Twenty and 00/100 ($221,220.00)".

4. All other provisions of the Lease remain unchanged and the parties hereto ratify the Lease as amended hereby.

Executed as an instrument under seal as of the 25th day of January, 1999.

Lessor:
BRUKER INSTRUMENTS, INC.

/signature/
Duly Authorized

Lessee:
BRUKER DALTRONICS, INC.

/signature/
Duly Authorized

FIRST AMENDMENT
TO
LEASE BETWEEN BRUKER INSTRUMENTS, INC., LESSOR
AND
BRUKER DALTRONICS, INC., LESSEE
FOR THE PREMISES AT

15 FORTUNE DRIVE, BILLERICA, MASSACHUSETTS

Amendment to Lease Agreement dated as of June 27, 1996 (the "Lease") between Bruker Instruments, Inc., Lessor and Bruker Daltronics, Inc., Lessee, for the property known as and numbered 15 Fortune Drive, Billerica, Massachusetts.

WHEREAS, the Lease defines the rentable space as Sixteen Thousand Six Hundred Eighty-three (16,683); and

WHEREAS, the Lessor and Lessee wish to increase the rentable space;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Article I, Paragraph 1 of the Lease is hereby modified by changing "Sixteen Thousand Six Hundred Eighty-three (16,683)" to "Seventeen Thousand Five Hundred Ninety-five (17,595)".

2. Article III, Paragraph (a) of the Lease is hereby modified by changing "One Hundred Twenty Five Thousand One Hundred Twenty-two and 50/100 ($125,122.50)" to "One Hundred Thirty One Thousand Nine Hundred Sixty-two and 44/100 ($131,962.44)".

3. All other provisions of the Lease remain unchanged and the parties hereto ratify the Lease as amended hereby.

Executed as an instrument under seal as of the 15th day of January, 1998.

Lessor:
BRUKER INSTRUMENTS, INC.

/signature/
Duly Authorized

Lessee:
BRUKER DALTRONICS, INC.

/signature/
Duly Authorized

INDENTURE OF LEASE

THIS INDENTURE made this 27th day of June, 1996 by and between BRUKER INSTRUMENTS, INC., a Massachusetts corporation with principal offices located at 19 Fortune Drive, Billerica, MA 01821, as sub-landlord (hereinafter referred to as the "Landlord"), and BRUKER ANALYTICAL SYSTEMS, INC., a Massachusetts corporation, having a usual place of business at 15 Fortune Drive, Billerica, MA 01821 as sub-tenant (hereinafter referred to as the "Tenant").

RECITAL

Dirk D. Laukien and Frank H. Laukien, Trustees of Umbrina Realty Trust (the "Trust") entered into a Lease Agreement dated as of April 1, 1993 with the Landlord (the "Lease Agreement"), whereby Landlord leased the premises known as and numbered 15 Fortune Drive, Billerica, Massachusetts (the "Property").

W I T N E S S E T H:

ARTICLE I - PREMISES. The Landlord does by these presents demise and lease unto the Tenant and the Tenant does hereby hire from the Landlord, upon and subject to the terms and provisions of this Lease for the term hereinafter set forth, the following premises (hereinafter sometimes called the "Demised Premises"): approximately Sixteen Thousand Six Hundred Eighty-three (16,683) rentable square feet of space in the Property, all as more particularly shown on the plan attached hereto as EXHIBIT A, as well as the right to use in common with other tenants Thirty-three and 2/10 percent (33.2%) of the parking spaces provided for the Building (as hereinafter defined). The Demised Premises are demised and leased subject to:

(a) The rights of parties in possession and the existing state of title thereof as of the commencement of the term of this Lease;

(b) All zoning regulations, restrictions, rules and ordinances, building restrictions and other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction; and

(c) Taxes, assessments, easements, claims of easements and encumbrances, as of the date of commencement of the term of this Lease.

The Demised Premises are leased herewith together with the right to use, in common with others entitled thereto, the hallways, stairways, loading areas and elevators, if any, necessary for access to, egress from and use of the Demised Premises.

The Property in which the Demised Premises are situated may be sometimes referred to herein as the "Building". The Building, together with all other improvements situated upon the land known and numbered as 15 Fortune Drive, Billerica, described in

EXHIBIT B attached hereto and made a part hereof, shall be sometimes collectively referred to herein as "Landlord's Property."

ARTICLE II - TERM. TO HAVE AND TO HOLD the Demised Premises unto the Tenant for the term of Three (3) years and four (4) months commencing on July 1, 1996 and terminating on October 31, 1999, both dates inclusive.

Provided that Landlord has extended the Lease Agreement, and provided, further that at the times of exercise, and at the end of the then present term,
(i) there exists no Default, as hereinafter defined, beyond applicable notice and cure periods, and (ii) this Lease is still in force and effect, Tenant shall have the right to extend the Term hereof upon all of the same terms, conditions, covenants and agreements herein contained (except for Rent, which shall be adjusted as set forth in Article III, below) for two (2) successive terms of three (3) years each. The said two (2) extension terms are hereinafter referred to as the "First Extension Term" and the "Second Extension Term", respectively. Tenant may extend this Lease by providing the Landlord written notice of its election to extend not less than four (4) months prior to the expiration of the then current term.

ARTICLE III - RENT.

(a) Fixed Annual Rent: Tenant agrees to pay to Landlord fixed annual rent, One Hundred Twenty Five Thousand One Hundred Twenty-two and 50/100 ($125,122.50) dollars, payable in equal monthly installments commencing on July 1, 1996 and on the first day of each calendar month of the term of this Lease in advance, without deduction, counterclaim or set-off.

(b) FIRST EXTENDED TERM: The fixed annual rent for the First Extended Term shall be adjusted in accordance with changes in the Consumer Price Index (hereinafter called the "Price Index"). The Price Index shall mean the average for "All Items" Series A, for "Urban Wage Earners and Clerical Workers, Boston, Massachusetts", as promulgated by the Bureau of Labor Statistics of the U.S. Department of Labor. The fixed annual rent for the First Extended Term shall be adjusted in accordance with the following provisions:

(i) The Price Index as of July, 1996 shall be designated the Base Price Index.

(ii) Promptly after the commencement of the First Extended Term, the fixed annual rent shall be adjusted so that the ratio of the Price Index for the first month following the commencement of the First Extended Term to the adjusted rent shall be the same as the ratio of the Base Price Index to the fixed annual rent for the original Term; and

(iii) No such adjustment shall reduce the fixed annual rent below the highest fixed annual rent during the original Term.

(c) SECOND EXTENDED TERM: The fixed annual rent for the Second Extended Term shall be adjusted in accordance with changes in the Price Index. The fixed annual rent for the Second Extended Term shall be adjusted in accordance with the following provisions:

(i) The Price Index as of November, 1999 shall be designated the Base Price Index.

(ii) Promptly after the commencement of the Second Extended Term, the fixed annual rent shall be adjusted so that the ratio of the Price Index for the first month following the commencement of the Second Extended Term to the adjusted rent shall be the same as the ratio of the Base Price Index to the fixed annual rent for the First Extended Term; and

(iii) No such adjustment shall reduce the fixed annual rent below the highest fixed annual rent during the First Extended Term.

In the event that a substantial change is made in the method of establishing such Price Index, then the Price Index shall be adjusted to the figure that would have resulted had no change occurred in the manner of computing such Price Index. In the event that such Price Index (or a successor substitute index) is not available, a reliable governmental or other nonpartisan publication evaluating the information theretofore used in determining the Price Index shall be used in lieu of such Price Index.

Tenant may exercise its option to extend the Term of this Lease for the First Extended Term, and, thereafter, extend the First Extended Term of this Lease for the Second Extended Term, by providing Landlord with written notice thereof not less than four (4) months prior to the expiration of the then current term.

Tenant also agrees to pay as Additional Rent (as hereinafter defined), any and all sums which may become due by reason of an omission or failure of the Tenant to comply with any of the terms, covenants, provisions, obligations and conditions of this Lease, together with all damages, costs and expenses which the Landlord may suffer or incur by reason of any omission or failure, including without limitation, attorneys fees, plus interest calculated at the highest rate allowable by law.

Rent and other sums of money provided to be paid by the Tenant to the Landlord shall be paid to the Landlord at the place to which notices to the Landlord are required to be sent as provided in ARTICLE XXIV, below, or to such other person or address as the Landlord shall from time to time designate by written notice to the Tenant.

Tenant also agrees to pay, as additional rent, any and all sums which may become due by reason or an omission or failure of the Tenant to comply with any of the terms, covenants, provisions, obligations and conditions of this Lease, together with all damages, costs and expenses which the Landlord may suffer or incur by reason of any omission or failure, including without limitation, attorneys fees and expenses.

ARTICLE IV - NET - NET - NET LEASE. All costs, taxes, and all other expenses based upon or arising out of the possession, and/or use of the Demised Premises shall be borne solely by the Tenant without any exception, limitation, or reservation whatsoever except as otherwise specifically provided in this Lease. It is the intention of the parties that all rent, additional rent and other payments provided for in this Lease shall be 100% net to the Landlord and shall not be diminished in any manner whatsoever except as otherwise specifically provided herein.

ARTICLE V - TENANT'S COVENANTS. The Tenant agrees with the Landlord that during the term of this Lease and for such further time as the tenant or any person claiming through or under it shall hold the Demised Premises or any part thereof that:

(1) the Tenant shall pay punctually to the Landlord the rent and additional rent reserved herein, and all other sums that may become due and payable by the tenant hereunder, at the times and in the manner set forth in this Lease;

(2) the Tenant shall pay all charges for heat, water, sewer, gas, electricity, telephone and other utilities or services used or consumed upon the Demised Premises, whether called a charge, tax, assessment, fee or otherwise, including, without limitation, water and sewer charges and taxes, if any, all such charges to be paid as the same from time to time become due and, in any event, before the same shall become delinquent. In the event any of the utilities servicing the Demised Premises are not separately metered, the Tenant shall pay its Proportionate Share (as hereinafter defined) of such utility costs as provided in ARTICLE VI of this Lease. In no event shall the Landlord be liable to the Tenant in damages or otherwise for any interruption, curtailment or suspension of any utility services, nor shall Tenant be entitled to any abatement of rent by reason of the same.

(3) the Tenant shall keep the Demised Premises and the fixtures therein, and also all of the doors and windows thereof in the same condition they now are or may be put in hereafter, reasonable wear and tear, damage by fire and other unavoidable casualty only excepted, and the Landlord shall be under no obligation to make any repairs, renovations, alterations or improvements to the Demised Premises, the Building or the Landlord's Property (except as herein specifically provided otherwise);

(4) the Tenant shall not permit any hole to be drilled which may weaken the structure of the Building. Upon the removal of any fixtures, equipment or signs so installed by the Tenant, the Tenant shall restore the stone, brickwork, and walls, ceilings and floors to

the condition they were in prior to the installation, except as otherwise specifically provided in herein;

(5) if the Tenant, or its employees, agents, invitees, licensees, or anyone claiming under the Tenant or the whole or any part of any property of every kind, nature and description belonging to the Tenant or anyone claiming by, through or under the Tenant shall be injured, lost or damaged by theft, fire, explosion, falling plaster, gas, electricity, electrical disturbance, water, rain, snow, stream, all leaks (including, but not limited to, leaks from any part of the Building, the pipes, appliances, plumbing works, the roof, street, subsurface or any other place), or from any cause whatsoever, whether similar or dissimilar to the foregoing, no part of said injury, loss or damage is to be borne by the Landlord;

(6) other than those arising due to Landlord's own negligence or willful deeds, the Tenant agrees to and does hereby indemnify and save the Landlord harmless from and against any and all claims, losses, damages, liability, suits, costs, fees and expenses, including, without limitation, reasonable attorneys' fees and expenses, arising out of or in connection with the Tenant's use or occupancy of the Demised Premises, the Building or the Landlord's Property and any act or omission of the Tenant, its agents, contractors, invitees, licensees, servants, or employees; or resulting from the failure of the Tenant to perform and discharge its covenants and obligations under this Lease. If the Landlord is, except due to its own negligence, made a party to any litigation or legal claim (without regard to whether any litigation is commenced) asserted by or against the Tenant, or by or against any parties in possession of the Demised Premises, or any party thereof claiming under the Tenant, the Tenant shall pay all costs, including without limitation, reasonable counsel fees, incurred by the Landlord in connection with such litigation and in connection with enforcing this indemnification;

(7) the Tenant covenants that all furnishings, trade fixtures, effects and personal property of every kind, nature and description belonging to the Tenant and all parties claiming by, through or under the Tenant which, during the term of this Lease or any occupancy of the Demised Premises by the Tenant or anyone claiming by, through or under the Tenant, may be upon or within the Demised Premises, shall be at the sole risk and hazard of theft; and if the whole or any part thereof shall be destroyed or damaged by fire, explosion, falling plaster, steam gas, electricity, electrical disturbance, water, rain, snow, all leaks (including, but not limited to, leaks from any part of the Building, the pipes, appliances,

plumbing works, the roof, street, subsurface, or any other place), theft, or from any other cause whatsoever, no part of said loss or damage is to be charged to or to be borne by the Landlord, except as may be caused by the negligence or intentional acts of the Landlord;

(8) no trade or occupation shall be carried on upon or within the Demised Premises, nor will any use be made thereof which shall be unlawful, improper, offensive or contrary to any law of the Commonwealth of Massachusetts, or any law or ordinance from time to time in force of the Town of Billerica, or rules or regulations of the Board of Fire Underwriters, or which shall be injurious to any person or property;

(9) the Tenant shall not: permit any practice which will create any nuisance; overload, deface or injure the Demised Premises, the Building or the Landlord's Property; commit or suffer any waste; dump, flush, or in any way introduce any hazardous or toxic substances into the sewage or other waste disposal system serving the Demised Premises, the Building or the Landlord's Property; generate, store, use or dispose of inflammable, hazardous or toxic substances in or about the Demised Premises, the Building or the Landlord's Property; or make such use of the Demised Premises, the Building or the Landlord's Property as to disturb, by obnoxious odors, noises or otherwise, the Landlord, or any of the Landlord's other tenants in the Building.

(10) nothing shall be done upon or within the Demised Premises, the Building or the Landlord's Property which increases, in any way, the rate of fire insurance or creates any extra premiums for any such insurance, or increases the rate of other casualty or liability insurance or prevents the obtaining of any such insurance on the building or on the property kept therein, or which renders void or voidable any such policy of insurance; provided that if the rate of any such insurance is increased or extra premiums are made payable by reason of anything done or permitted to be done by the Tenant on the Demised Premises, the Tenant shall pay such increase or extra premiums on demand;

(11) unless covered by casualty insurance, the Tenant shall keep in good condition, at its own expense, with glass for the same kind and quality as that which may be damaged or broken, all the glass now or hereafter in the demised Premises, whether broken by accident, the elements or any other cause;

(12) the Tenant shall comply promptly with all laws, rules, regulations, requirements and orders of public authorities, local boards of fire underwriters and similar organizations having jurisdiction which are applicable to the Demised Premises, Tenant's use and occupancy thereof and/or the Tenant's business operation;

(13) the Tenant shall maintain in full force and effect as of the date it takes possession of the Demised Premises and during the term, of this Lease, at its sole cost and expense, the following insurance policies: (i) comprehensive public liability and property damage insurance indemnifying and insuring the Landlord, the Landlord's Mortgagee, if required by the Landlord, and the Tenant against all claims and demands for personal injury liability (including, without limitation, bodily injury, sickness, disease and death) or damage to property which may be claimed to have occurred upon, within or about the Demised Premises, the Building and the Landlord's Property, with combined single limits of not less than One Million Dollars ($1,000,000,000), with such insurance to include products and completed operations and
(ii) fire and casualty insurance, covering loss of or damage to all furnishings, trade fixtures, effects and other personal property located within the Demised Premises, on an all risk of loss basis, in amounts equal to the full replacement cost thereof.

The Landlord and the Landlord's Mortgagee, if required by the Landlord, shall be named as an additional named insured on all insurance policies required hereunder, with full privity of contract including the right to participate in any loss adjustment. The Tenant may maintain such insurance under a blanket policy affecting the Demised Premises and other premises of the Tenant or any business organization affiliated with the Tenant. The Tenant shall furnish the Landlord with copies of said insurance policies and satisfactory evidence of the payment of the premiums thereon. The Tenant shall furnish the Landlord with Certificates of Renewal at least thirty (30) days prior to the expiration of each such insurance policy. The Tenant shall pay promptly when due the premiums on said insurance policies. All insurance policies required hereunder shall contain provisions providing that the policies. All insurance policies required hereunder shall contain provisions providing that the policies may not be canceled or modified without at least thirty (30) days prior written notice to the Landlord and that the Landlord shall be notified of any non-payment of premium.

The Landlord may from time to time increase the minimum limits of insurance required pursuant to the provisions of this paragraph

(13). Tenant also agrees to keep all of its employees covered by workmen's compensation insurance in the required statutory amounts and such other insurance in such amounts and upon such terms as the Landlord may, from time to time, reasonably require.

(14) the Tenant shall not permit any non-structural repairs, installations, alterations, additions, improvements or removals (collectively, the "Alterations") to be made to the Demised Premises without the prior written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. All permitted Alterations made by the tenant to the Demised Premises shall be made at Tenant's sole cost and expense and shall belong to the Tenant during the term hereof and, unless otherwise specifically provided by the Landlord, shall become the property of the Landlord and shall remain upon and be surrendered with the Demised Premises as a part thereof at the termination of this Lease. The tenant agrees that it shall procure all necessary permits before making any such permitted non-structural Alternations. The Landlord agrees that it shall co-operate with the Tenant in obtaining such permits, provided, however, all costs and expenses incident to Landlord's cooperation (including without limitation, reasonable attorneys fees and costs) shall be paid by Tenant upon demand.

Tenant shall not make any structural Alternations to the Demised Premises or the Building without the prior written consent of the Landlord, which, at Landlord's sole option may be withheld or denied for any reason, or for not reason.

With regard to all structural and non-structural Alterations that have been consented to by the Landlord, the Tenant shall: (i) submit to Landlord compete plans and specifications for the work; (ii) deliver to the Landlord a statement of the names of all contractors and subcontractors and the estimated cost of all labor and material to be furnished by them; (iii) require each contractor and subcontractor to carry workmen's compensation insurance, in statutory amounts, covering all of the contractor's and subcontractor's employees and comprehensive public liability and property damage insurance with combined single limits of not less than One Million Dollars ($1,000,000,000) with such insurance policies to include contractual liability, products and completed operations, naming the Landlord and Tenant as additional named insureds; and (iv) require the contractors and subcontractors to deliver to the Landlord certificates of insurance for all such required insurance. The Tenant agrees that all Alterations done by it or anyone claiming under it will be done in a good and workmanlike manner, that the same will be done in conformity

with the plans and specifications approved by the Landlord. The Tenant shall repair any and all damage, caused by or resulting from, any such Alterations, including, without limitation, the filling of holes. The Tenant agrees to save the Landlord harmless from, and indemnify the Landlord against any and all claims for injury, loss or damage to persons or property caused by or resulting from the doing of any such work which indemnification shall include the payment of Landlord's reasonable attorneys' fees and expenses incurred in connection with such claims and in enforcing this indemnification. The Tenant agrees to pay promptly when due all charges for labor and materials in connection with any work done by the Tenant or anyone claiming under the Tenant upon the Demised Premises so the Demised Premises shall, at all times, be free of liens for such work;

(15) the Tenant shall not permit any sign to be place upon the outside of the building except such sign, and in such place and manner as shall have been first approved by the Landlord in writing. Whatever signs shall be placed upon the Building shall be attached in a good and workmanlike manner and in conformity with all laws, ordinances, regulations and orders for ht time being in force of all public authorities having jurisdiction. The Tenant shall indemnify and same harmless the Landlord from an and all claims for injury or damage to person or property caused by the installation, maintenance or removal of any signs attached by the Tenant;

(16) the Tenant shall not assign, mortgage, pledge or transfer by operation of law or otherwise convey this Lease or any interest therein, or sublet the Demised Premises or any part thereof without first obtaining on each occasion the written consent of the Landlord, which consent, at Landlord's sole option, may be withheld or denied for any reason or for no reason.

If the Tenant shall be a corporation, a transfer of more than forty-nine (49%) of the voting stock of said corporation, either at one time, or in the aggregate shall be deemed to be an assignment of this Lease unless such stock is listed for sale to the public on a recognized stock exchange or such transfer is made in connection with a bona fide public offering. Such a transfer shall be permitted in connection with a merger or consolidation of Tenant with or into another corporation, if immediately subsequent to such merger or consolidation, the net worth of the surviving corporation shall be at least one hundred twenty-five percent (125%) of the net worth of Tenant immediately prior thereto. Net worth in all instances to be determined by a Certified Public Accountant using generally

accepted accounting principals, consistently applied. Notwithstanding the foregoing , the Tenant may assign the Lease to a parent, subsidiary or affiliate corporation, subject to the continued liability of the Tenant, as set forth below.

The Tenant may not, in any event, assign, sublet or otherwise transfer this Lease if it is in default of any of the terms, covenants or conditions of this Lease. No assignment, sublease or other transfer by the Tenant, even though consented to by the Landlord, shall, in any manner, diminish or limit the liability of the Tenant to the Landlord under the terms, covenants and conditions of this Lease, and such liability shall remain and continue in full force and effect as if the Tenant had never entered into any assignment, sublease or transfer. The Tenant shall remain and continue to be unconditionally and primarily liable for the performance of all obligations of this Lease including without limitation, the obligation to pay all rent. The acceptance by the Landlord of rent or the performance of any of the other obligations of this Lease from an assignee, subtenant or transferee shall not be deemed a release of the Tenant from any of its obligations or an acknowledgment of any assignment or sublease.

Any attempted assignment, transfer, mortgage, grant of security interest, sublease, or other conveyance of this Lease or any interest therein, except as permitted by the provisions of this Paragraph 16, shall be void. If, for any assignment or sublease of this Lease, the Tenant receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent called for hereunder, or in case of sublease of part, in excess of such rent fairly allocable to the part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account, the Tenant shall pay to Landlord as additional rent, the full excess of each such payment of rent or other consideration received by Tenant promptly after its receipt.

(17) the Tenant shall not do or cause anything to be done whereby the Demised Premises, the Building or the Landlord's Property shall be encumbered by any lien, attachment or other encumbrance, and shall, whenever and as often as any lien, attachment, or encumbrance is filed against the Demised Premises, the Building or the Landlord's Property as a result of any acts by the Tenant or anyone claiming under the Tenant, or any work performed or claimed to have been performed by or for the benefit of the Tenant, cause the same to be canceled and discharged of record, by payment, bond or otherwise, within ten (10) days after the date of the filing thereof. If any such lien is not discharged and released

within said ten (10) days, then the Landlord shall have the right, but not the obligation, to take such action as it deems desirable to remove such lien, and the Tenant shall indemnify and reimburse the Landlord for any costs incurred in connection therewith;

(18) if the Tenant or anyone claiming under the Tenant shall remain in possession of the Demised Premises or any part thereof after the expiration or sooner termination of this Lease without any agreement in writing between the Landlord and the Tenant with respect thereto, prior to acceptance of rent by the Landlord, the person remaining in possession shall be deemed a tenant at sufferance and after acceptance of rent by the Landlord, the person remaining in possession shall be deemed a monthly tenant at will, subject to the provisions of this Lease insofar as the same may be made applicable to a tenancy at will; provided, however, that if annual rent shall be payable during the term of this Lease at different rates at different times, annual rent during such period as such person shall continue to hold the Demised Premises or any part thereof shall be payable at twice the highest rate payable during the term hereof. In no event shall any tenancy for years or from year to year be created unless by an agreement by and between the Landlord and Tenant in writing;

(19) the Tenant shall at all times during the term of this Lease and at its own expense, keep and maintain the Demised Premises in good order, repair and condition, including, without limiting the foregoing, keeping the Demised Premises in good, safe, reasonably neat and attractive condition, both interior and exterior;

(20) the Tenant agrees that it and its employees and others connected with Tenant's operations at the Demised Premises will abide by all reasonable rules and regulations with respect to the building from time to time established by Landlord by written notice to Tenant.

ARTICLE VI - TENANTS PROPORTIONATE SHARE. Tenant shall, during the term of this Lease, pay to Landlord, as additional rent, Tenant's proportionate share of all real estate impositions, public assessments, insurance costs and Operational Expenses, all as hereinafter defined, with respect to Landlord's Property as provided in this ARTICLE VI. It is agreed that Thirty-three and 2/10 percent (33.2%) will be Tenant's proportionate share of all additional rent and items provided for in this ARTICLE VI ("Tenant's Proportionate Share").

(A) Tenant shall pay to Landlord Tenant's Proportionate Share of (i)
the real estate impositions for all tax periods wholly included in the term of this Lease and (ii) for any fraction of a tax period included in the term of this Lease at the beginning or end, the corresponding fraction of the real estate impositions assessed for the period. All such

payments shall be made within ten (10) days after Landlord shall have notified Tenant of the amount of such impositions (such notice to include a copy of the tax bills involved), except that payment for the period in which the term of this Lease shall end shall be made not later than the termination date of this Lease, and if the amount is not then determinable shall be made on the basis of the last prior imposition, with readjustment as soon as the correct amount is determinable. the term "real estate impositions" as used herein shall be deemed to constitute the real estate taxes on Landlord's Property (including, without implied limitation, the Building and the Demised Premises), expenses of any proceedings for abatement or reduction of taxes and assessments (less any abatements or refunds received and attributable to a tax period or fraction thereof included during the term of this Lease), and any use or occupancy or similar tax with respect to the Landlord's Property. The foregoing provisions of this ARTICLE VI are predicated upon the present system of taxation in the Commonwealth of Massachusetts. If taxes upon rentals shall be substituted, in whole or in part, for the present and valorem real estate taxes, then Tenant's Proportionate Share of taxes (as set forth above) shall be based upon such taxes on rentals to the extent to which the same shall be a substitute for present and valorem real estate taxes. Further, if there is any other change in the system of taxation (other than as set out immediately above) which is in substitution of the present system, Tenant shall be responsible for its fair and equitable share thereof, taking into account the prorations provided for in this ARTICLE VI.

(B) In the event of any public special or betterment assessments for improvements hereafter installed, Tenant shall pay to Landlord Tenant's Proportionate Share thereof, as follows:

If Landlord is permitted by law to pay the assessments in installments, Tenant shall pay to Landlord Tenant's Proportionate Share of the first installment within thirty (30) days after Landlord shall have notified Tenant of such assessment and the amount of the first installment. Thereafter, at least fifteen (15) days before subsequent installments become due, Tenant shall pay to Landlord Tenant's Proportionate Share of each installment, including interest, coming due during the term of this Lease, and shall pay to Landlord not later than the end of the term of this Lease for any fraction of an installment period at the end of the term, the corresponding fraction of Tenant's Proportionate Share of the installment, including interest, for the period.

If Landlord is not permitted to pay any such assessments in installments, Tenant shall pay to Landlord Tenant's Proportionate Share of the full amount thereof within sixty (60) days after Landlord shall have notified Tenant of the amount of the assessment.

Tenant shall have no liability for any installment due or deemed to be due after the expiration of the term hereof except as such installment relates to any period of time falling within the term of this Lease.

(C) Tenant shall pay to Landlord Tenant's Proportionate Share of all costs and expenses of every kind and nature paid or incurred by the Landlord (including appropriate reserves) in operating, maintaining, insuring, managing, equipping, policing and securing (if and to the extend provided by the Landlord) the common areas of the Building and Landlord's Property and the Demised Premises. Such costs and expenses (the "Operational Expenses") shall include, but shall not be limited to, the cost of scheduled trash and refuse compacting and removal; water and sewer and other utility charges servicing the common areas of the Building and Landlord's Property and the Demised Premises (unless the utilities servicing the Demised Premises are separately metered, in which event, the Tenant shall pay all such utility costs directly to the utility companies providing such services as indicated pursuant to the provisions of ARTICLE V hereunder) and the cost of maintenance, repair and replacement of utility systems serving the common areas of the Building and/or the Landlord's Property (including, without limitation, water, sewer and storm water and other utility lines, pipes and conduits); the cost of pumping, cleaning, repairing, replacing and rebuilding all septic systems and leaching fields serving the Landlord's Property; the cost of maintenance, repair and replacement of the Landlord's signage; wages, salaries, fees and other compensation, payroll taxes, contributions to any social security, unemployment insurance, pension or similar fund and payments for other fringe benefits made to or on behalf of any and all agents, employees, or contractors of the Landlord performing services rendered in connection with the common areas of the Building and/or Landlord's Property; fees for licenses and permits; costs of independent contractors performing services with respect to the common areas of the Building and/or Landlord's Property; supplies; depreciation of equipment used in the operation, repair and maintenance of the Landlord's Property; premiums incurred by the Landlord with respect to all insurance relating to the Building and/or Landlord's Property, including, without limitation, fire and casualty insurance, public liability insurance, workmen's compensation insurance, boiler and machinery insurance, sprinkler leakage insurance, rent insurance and such other insurance as Landlord shall elect to carry; cleaning costs for the common areas of the Building and/or Landlord's Property, including without implied limitation, the facade, windows and sidewalks and all Building common areas; costs incurred for the operation, service, maintenance, inspection, repairs and alterations of and to the Building, and the heating, air-conditioning (if any), ventilating, plumbing, electrical and elevator systems (if any) of the Building, and the cost of labor, materials, supplies and equipment used in connection with all of the aforesaid items; management fees of the managing agent (if any) for the Building and the Landlord's Property; all costs incurred by Landlord to comply with governmental requirements whether Federal, State, or Municipal; capital expenditures necessitated by casualties to the extent the same are not covered by insurance; and reasonable legal and accounting fees and expenses incurred in connection with the management and operation of the Building and Landlord's Property; but there shall be excluded from such Operational Expenses the initial costs of equipment properly chargeable to the capital account and depreciation of the original cost of constructing the buildings upon the Landlord's Property and the common area appurtenant thereto.

Tenant's Proportionate Share of the Operational Expenses shall be paid in monthly installments, in the amount estimated by the Landlord from time to time, in

advance of the first day of each and every calendar month during the term of this Lease. Within one hundred twenty (120) days after the end of each calendar year during the term hereof, Landlord shall furnish to Tenant a statement in reasonable detail setting forth the computation of such total costs and expenses; thereupon there shall be a prompt adjustment between Landlord and Tenant, with payment to, or repayment by, Landlord, as the case may require, to the end that Landlord shall receive the entire amount of Tenant's Proportionate Share of said costs and expenses, and no more. Notwithstanding the foregoing, in the event that Tenant shall have paid to Landlord an amount in excess of Tenant's Proportionate Share of Operational Expenses, Landlord may, but shall not be obligated to, credit any such excess payments against monthly installments of Operational Expenses next coming due during the term hereof.

ARTICLE VII - MAINTENANCE AND REPAIRS. The Landlord agrees at its own expense, expeditiously after receipt of notice from Tenant, to make all repairs to the structure, exterior walls, walls between the Demised Premises and the adjoining premises, foundation, common areas (including the glass entrance to the Building) and roof of the Building, unless such repairs or alterations shall be made necessary (i) by reason of any alterations, additions or improvements made by the Tenant, (ii) by reason of any special use to which the Demised Premises are put by the Tenant, (iii) by reason of the negligent or willful misconduct of the Tenant or anyone claiming under Tenant or (iv) by the failure of the Tenant to perform or observe some agreement or condition contained in this Lease on the part of the Tenant to be performed or observed, in which event the Tenant shall promptly make such repairs or alterations at its own expense. As used in this Section, the expression "structure" means supporting columns and beams and the expression "exterior walls" does not include windows, doors, glass, or the frames of windows. All repairs which are required to be made to the Demised Premises and which the Landlord is not obligated to make pursuant to this Section shall be made by the Tenant, unless herein otherwise specifically provided.

ARTICLE VIII - LANDLORD'S RIGHT OF ENTRY. The Landlord and its agents shall have the right to enter into and upon the Demised Premises or any part thereof during regular business hours, and in case of emergency, at any time:

(a) to examine the same;

(b) to order the removal of any signs not affixed in accordance with the terms of this Lease (or to remove the same if said order shall not be complied with within ten (10) days),

(c) to make any repairs or alterations to the Demised Premises as the Landlord shall be expressly required to make or shall otherwise elect to make, but nothing herein contained shall obligate the Landlord to make any repairs or alterations to the Demised Premises except as in this Lease otherwise provided; and

(d) to make any repairs, alterations or improvements or additions to the Building and the Landlord's Property and to put through the Demised Premises such

pipes, wires, conduits and appurtenances as may be necessary for effecting such repairs, alterations, improvements or additions, provided that the same shall not interfere unreasonably with the business of the Tenant and shall not unreasonably restrict the space usable by the Tenant; and the Tenant shall not be entitled to any abatement or reduction of rent by reason thereof. The Tenant shall permit inspection of the Demised Premises at reasonable hours to prospective purchasers and mortgagees, and, during the last twelve (12) months of the term of this Lease, the Tenant shall permit inspection of the Demised Premises at reasonable hours to prospective tenants and shall permit the usual "To Let" or "For Sale" signs to be placed on the property; provided, however, that such inspection or inspections shall not interfere unreasonably with the business being conducted on the Demised Premises.

ARTICLE IX - DEFAULT. In the event that:

(1) the Tenant should default in the payment of the annual rent, or additional rent or any part thereof, and such default continues for five (5) days after the due date thereof; or

(2) the Tenant should default in the performance of any of the other terms, covenants and conditions in this Lease contained and on its part to be kept and performed and fail to correct such default within twenty (20) days after the receipt of written notice from the Landlord designating the nature of such default, or if by reason of the nature of such default it cannot be corrected within said twenty (20) days, Tenant fails to commence to correct such default within said twenty
(20) days and thereafter diligently prosecute the correction of the same to completion; or

(3) if any assignment shall be made by the Tenant of its property for the benefit of creditors; or

(4) if the Tenant's leasehold interest shall be taken on execution; or

(5) if proceedings shall be commenced by the Tenant in court of bankruptcy or insolvency; or

(6) if the Tenant shall be declared bankrupt or insolvent according to law; or

(7) if any proceedings shall be commenced against the Tenant in a court of bankruptcy or insolvency and such proceedings shall not have been dismissed within sixty (60) days;

then in any of said cases, Landlord shall have the right, at its sole election either (i) without necessity or requirement for making an entry, to terminate this Lease by notice in writing to Tenant, which shall take effect on the date, prior to the expiration of

the term of this Lease, specified in Landlord's notice or (ii) enter into and take possession of the Demised Premises (or any part thereof in the name of the whole) without demand or notice and repossess the same as of the Landlord's former estate, expelling Tenant and those claiming under it, forcibly, if necessary, without being deemed guilty of any manner of trespass, provided that such repossession shall not be construed to effect a termination of this Lease, unless Landlord so declares as part of such entry, or sends Tenant a written notice of termination as provided above. Any such termination or entry shall be without prejudice to any remedy for arrears of rent or preceding breach of contract.

If the Landlord shall terminate this Lease, or take possession of the Demised Premises, as aforesaid, Tenant shall indemnify Landlord each month against all loss of rent and all damages which Landlord may incur by reason of any such termination between the time of termination and the expiration of the term of the Lease, or at the election of Landlord, exercised at the time of the termination or at any time thereafter, Tenant shall indemnify Landlord each month until the exercise of the election against all loss of rent and other obligations which Landlord may incur by reason of such termination during the period between the time of the termination and the exercise of the election, and upon the exercise of the election, Tenant shall pay to Landlord as damages such amount as at the time of the exercise of the election represents the amount by which the rental value of the Demised Premises for the period from the exercise of the election until the expiration of the term shall be less than the amount of rent and other payments provided herein to be paid by Tenant to Landlord during said period. It is understood and agreed that at the time of the termination or at any time thereafter Landlord may rent the Demised Premises, and for a term which may expire after the expiration of the term of this Lease, without releasing Tenant from any liability whatsoever, that Tenant shall be liable for any reasonable expenses incurred by Landlord in connection with obtaining possession of the Demised Premises, with removing from the Demised Premises property of Tenant and persons claiming under it (including warehouse charges), with putting the Demised Premises into good condition for reletting and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees, and that any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Tenant to Landlord.

In lieu of the foregoing, the Landlord may elect to receive from the Tenant and the Tenant agrees to pay to the Landlord, on demand, as liquidated damages, a sum equal to the amount by which the sum of the rent, additional rent and other payments called for under this lease for remainder of the term exceeds the fair rental value of Demised Premises for the remainder of the term.

The word "Tenant" as used in clauses (3), (4)Less than (5), (6) and (7) of this ARTICLE IX shall be deemed to mean either (a) the Tenant or (b) the guarantor, if any, of the Tenant's obligations under this Lease.

ARTICLE X - CONDEMNATION, EMINENT DOMAIN. If, after the execution of this Lease and before the expiration of the term hereof, any portion of the Demised Premises shall be taken by right of eminent domain that reduces the Demised

Premises to less than 15,000 rentable square feet of space, then this Lease and the term hereof shall terminate as of the time when the Landlord shall be divested of its interest in the Demised Premises, and annual fixed rent and all additional rent and other charges payable hereunder shall be apportioned and adjusted as of the date of termination.

If the term of this Lease shall not be terminated as aforesaid, then the term of this Lease shall continue in full force and effect, and the Landlord shall, within a reasonable time after possession is required for public use (subject to delays due to difficulty in obtaining labor, materials, equipment, government restrictions, labor difficulties, fires or to any other cause beyond the Landlord's control and subject to the provisions of the applicable building and zoning laws) repair and rebuild what may remain of the Demised Premises so as to put the same into condition for use and occupancy by the Tenant. A just proportion of the annual rent reserved herein, according to the nature and extent of the injury to the Demised Premises, shall be suspended or abated until what may remain of the Demised Premises shall be put in such condition by the Landlord, and thereafter a just proportion of the annual rent reserved herein, according to the nature and extent of the part so taken, shall be abated for the balance of the term of this Lease; provided, however, that in connection with the above obligation to repair and rebuild Landlord shall have no obligation to expend more than the amount actually recovered as an award for such taking and made available by any mortgage of the building and/or the Landlord's Property.

The Landlord reserves to itself, and the Tenant assigns to the Landlord, all rights to damages accruing on account of any taking under the power of eminent domain or by reason of any act of any public or quasi-public authority for which damages are payable. The Tenant agrees to execute such instruments of assignment as may be reasonably required by the Landlord in any proceeding for the recovery of such damages if requested by the Landlord, and to turn over to the Landlord any damages that may be recovered in such proceeding. It is agreed and understood, however, that the Landlord does not reserve to itself, and the Tenant does not assign to the Landlord, any damages payable for reimbursement of the cost of moving Tenant's stock, fixtures and appliances to the extent that such claim may be made independently by Tenant directly against any taking authority without regard to and without diminishing Landlord's claim.

ARTICLE XI - DAMAGE AND/OR DESTRUCTION. In the event that the Demised Premises shall be damaged or destroyed by fire, the elements, or other casualty, then Tenant shall give immediate notice thereof to Landlord, and, except as hereinafter otherwise provided, the Demised Premises shall be repaired or restored by the Landlord as speedily as possible (but due allowance shall be made for any reasonable or unavoidable delay arising in connection with the adjustment of the fire loss or inability to procure labor or materials or any other cause beyond the Landlord's control); provided, however, that in no event shall Landlord be obligated (i) to expend for such repairs or restoration more than the amount of proceeds of insurance actually recovered and made available by any mortgagee of the Building or the Landlord's Property, nor shall Landlord be obligated to repair or restore if not allowed by applicable zoning, building or other such laws or (ii) to repair, reconstruct or replace Tenant's leasehold improvements, furniture, fixtures, equipment or other personal property or goods located upon or within the

Demised Premises. In the event that the damage to the Demised Premises should be so extensive as to render the whole or any part thereof untenantable and unsuitable for use and occupation by the Tenant, a just proportion of the annual fixed rent hereinafter reserved, according to the nature and extent of the injury to the Demised Premises, shall be suspended or abated until the Demised Premises, shall be suspended or abated until the Demised Premises shall have been repaired or restored by the Landlord (to the extent of the insurance proceeds recovered and made available by Landlord's mortgagee(s) as aforesaid) to substantially the same condition they were in immediately prior to such casualty.

Notwithstanding anything contained in the foregoing paragraph to the contrary, it is expressly agreed that if the Demised Premises are damaged or destroyed to the extent of fifty percent (50%) or more of the insurable value of the same, then the Landlord may terminate this Lease and the term hereof. In the event the Building is damaged to the extent of thirty-three and one-third percent (33 1/3%) or more of the insurable value of the same (regardless of whether or not the Demised Premises shall be damaged or destroyed), then the Landlord may terminate this Lease and the term hereof. In either case, the election to terminate shall be by a notice given to the Tenant within sixty (60) days after such damage or destruction and in the event of such notice this Lease shall terminate on the thirtieth day after the giving of such notice of termination.

Notwithstanding anything in this Article contained in the contrary, it is expressly agreed and understood that if during the last Lease Year of the term of this Lease the Demised Premises are damaged or destroyed to the extent of fifteen percent (15%) or more of the insurable value of the same, then the Landlord may terminate this Lease and the term hereof by notice given to the Tenant within sixty (60) days after such damage or destruction and in the event of such notice this Lease shall terminate on the thirtieth day after the giving of the notice of such termination.

ARTICLE XII - QUIET ENJOYMENT. It is agreed that upon the Tenant, paying the rent reserved and performing and observing the terms, agreements, obligations, conditions, and provisions herein on its part to be performed and observed, shall and may peaceably and quietly have, hold and enjoy the Demised Premises during the term hereof without any manner of hindrance or molestation from the Landlord, subject to the terms and conditions of any mortgages of record now or at any time hereafter a lien or liens on the Building and/or the Landlord's Property as to which mortgages this Lease is subordinate, subject to the powers or condemnation and eminent domain of public and quasi-public authorities, and subject further to any rights of the Landlord with respect to any provision of this Lease.

ARTICLE XIII - RIGHT TO DEFAULT. If Tenant shall default in the performance or observance of any agreement or condition in this Lease contained on its part to be performed or observed other than an obligation to pay money, and shall not cure such default within twenty (20) days after written notice from Landlord, specifying the default (or if such default is not capable of being cured within twenty (20) days, if Tenant shall not within said period commence to cure such default and thereafter prosecute the curing of such default to completion with due diligence), Landlord may, at

its option and without the obligation to do so, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Tenant, and any amount paid or any contractual liability incurred by Landlord in so doing shall be deemed paid or incurred for the account of Tenant, and Tenant hereby agrees to reimburse Landlord therefore or save Landlord harmless therefrom; provided that Landlord may cure any such default as aforesaid prior to the expiration of said grace period but after notice to Tenant, if the curing of such default prior to the expiration of said grace period is reasonably necessary to protect the real estate or Landlord's interest therein, or to prevent injury or damage to persons or property. If Tenant shall fail to reimburse Landlord upon demand for any amount paid for the account of Tenant hereunder, said amount shall be added to and become due together with the next payment of rent due hereunder.

ARTICLE XIV - APPLICABLE LAW AND CONSTRUCTION. This Lease shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. If any term, covenant, condition or provision of this Lease or the application thereof to any person or circumstances shall be declared invalid, or unenforceable by the final ruling of a court of competent jurisdiction having final review, the remaining terms, covenants, conditions and provisions of this Lease and their application to persons or circumstances shall not be affected thereby and shall continue to be enforced and recognized as valid agreements of the parties, and in the place of such invalid or unenforceable provision, there shall be substituted a like, but valid and enforceable provision which comports to the findings of the aforesaid court and must nearly accomplishes the original intention of the parties. It is the intention of the parties hereto that if any provision of this Lease is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall be construed in accordance with the construction which renders the provision valid.

There are no oral or written agreements between Landlord and Tenant affecting this Lease. This Lease represents the entire Agreement between the parties and it is agreed that no representations, warranties or understandings other than those expressly set forth herein, have been made, and if so made, were neither material nor relied upon.

This Lease may be modified only by instruments in writing executed by Landlord and Tenant, and no act or omission of any employee or agent of the Landlord shall alter, charge or modify any of the provisions hereof. It shall be an absolute condition precedent in each instance that such written modification be produced before either party may legally assert, rely upon or establish any modification of this Lease.

The titles of the several Articles contained herein are included for convenience and reference only and the words contained therein shall in no way be held or deemed to define, limit, describe, explain, modify, amplify and/or add to the interpretation, construction, or meaning of any provision of, or the scope or intent of, this Lease.

The words "Landlord" and "Tenant" and the pronouns referring thereto, as used in this Lease, shall mean, where the context requires or admits, the persons named herein

as the Landlord and as the Tenant, respectively, and their respective heirs, legal representatives, subsidiaries, successors and assigns, irrespective of whether singular or plural, masculine, feminine or neuter.

ARTICLE XV - REMEDIES CUMULATIVE. No mention of this Lease of any specific right or remedy shall preclude the Landlord from exercising any other right or from maintaining any action, either at law or in equity. The remedies available to the Landlord under this Lease, and at law or in equity, shall be cumulative and, except as otherwise specifically provided in this Lease, the exercise of one remedy shall not constitute an election or waiver of any other remedy. In addition to other remedies provided in this Lease, the Landlord shall be entitled to the restraint by injunction of the violation or attempted or threatened violation of any covenants, conditions or provisions of this Lease or to a decree compelling specific performance of any such covenants, conditions or provisions.

ARTICLE XVI - WAIVER. No assent, express or implied, by the Landlord to any breach of any agreements or conditions herein contained on the part of the other to be performed or observed, and no waiver, express or implied, of any such agreement or condition shall be deemed to be a waiver of or assent to any succeeding breach of the same or any other agreement or condition; the acceptance by the Landlord as to any breach shall not be construed as waiving any of the Landlord's rights hereunder unless such waiver is in writing. No payment by the Tenant or acceptance by the Landlord of a lesser amount than will be due the Landlord from the Tenant shall be deemed to be anything but payment on account, and the acceptance by the Landlord of a check for a lesser amount with an endorsement or statement thereon or upon a letter accompanying said check that said lesser amount is payment in full shall not be deemed an accord and satisfaction, and the Landlord may accept said check without prejudice to recover the balance due or pursue any other remedy.

ARTICLE XVII - SUBORDINATION. This Lease is and shall be subject and subordinate to any mortgage, deed of trust or any instrument in the nature of a mortgage now existing or hereafter placed upon the Demised Premises, the Building and/or the Landlord's Property by the Landlord. Tenant agrees to execute such documents as may be reasonably required to effectuate this subordination. Tenant agrees to make such changes in this Lease as may be reasonably required by the holders of any mortgage upon the Demised Premises, the Building, and/or the Landlord's Property or any transferee which may purchase all or a substantial part of Landlord's interest in the Demised Premises, the Building, and/or the Landlord's Property; provided that such changes may not increase the rent, additional rent or other payments due hereunder or otherwise materially affect the obligations of Tenant hereunder.

After receiving written notice from any person, firm, or other entity, that it holds a mortgage (which term shall include a deed of trust) which includes as part of the mortgaged premises the Demised Premises, Tenant shall, so long as such mortgage is outstanding, be required to give to such holder the same notice as is required to be given to Landlord under the terms of this Lease, but such notice may be given by Tenant to Landlord and such holder concurrently. It is further agreed that such holder shall have

the same opportunity to cure any default, and the same time within which to effect such curing, as is available to Landlord; and if necessary to cure such a default, such holder shall have such access to the Demised Premises as shall be required in connection therewith.

ARTICLE XVIII - ASSIGNMENTS BY LANDLORD. With respect to any assignment by the Landlord of Landlord's interest in this Lease or the rent, additional rent and other payments payable hereunder, conditional in nature or otherwise, which assignment is made to the holder of any security interest in the Building or the Landlord's Property, the Tenant hereby agrees:

(i) that the execution thereof of any such assignment by the Landlord and the acceptance thereof by the holder shall never be deemed an assumption by such holder of the obligations of the Landlord hereunder, unless such holder shall, by written notice sent to the Tenant, expressly otherwise elect; and

(ii) that except as aforesaid, such holder shall be treated as having assumed the Landlord's obligations hereunder only upon the foreclosure of such holder's mortgage or security interest, if any, the taking of possession of the Demised Premises, the Building, or the Landlord's Property and upon written notice to the Tenant.

ARTICLE XIX - LIMITATION OF LANDLORD'S LIABILITY. If at any time during the term of this Lease, the landlord's interest hereunder shall be held by anyone acting in a fiduciary capacity, then notwithstanding any other provision of this Lease, Landlord's obligations hereunder shall not be binding upon such fiduciary acts, but only upon such fiduciary in that capacity and upon the trust estate.

The covenants of Landlord contained in this Lease shall be binding upon each party holding the landlord's interest herein only with respect to breaches occurring during the time of that party's ownership of the landlord's interest hereunder. Nothing included in the terms of this Lease shall preclude the Landlord from transferring in any manner all or any portion of the landlord's interest under this Lease. In addition, Tenant specifically agrees to look solely to Landlord's interest in the Landlord's Property for the satisfaction of any claim or judgment against Landlord, it being specifically agreed that neither Landlord, nor any person, partner, entity, firm or other beneficial owner of Landlord, nor anyone claiming under Landlord shall ever be otherwise liable for any such judgment. It is further understood and agreed that with respect to any services to be furnished by Landlord to Tenant, Landlord shall in no event be liable for failure to furnish the same when prevented from so doing by strike, lockout, breakdown, accident, order or regulation of or by any governmental authority, or failure of supply, or inability by the exercise of reasonable diligence to obtain supplies, parts, or employees necessary to furnish such services, or because of war or other emergency, or for any cause beyond the Landlord's reasonable control, or for any cause to do any act or neglect of the Tenant or its servants, agents, employees, licensees, or any person, claiming by, through or under the Tenant, or any termination for any reason of Landlord's occupancy of the premises from which the service is being supplied by Landlord, and in no event shall the Landlord ever by liable to Tenant for any indirect or consequential damages.

ARTICLE XX - PROVISIONS BIDING, ETC. Except as hereinafter provided otherwise, the agreements and conditions in this Lease contained on the part of the Landlord to be performed and observed shall be binding upon the Landlord and its successors and assigns and those claiming through or under the Landlord and shall inure to the benefit of the Tenant and its heirs, legal representatives, successors and assigns (and those claiming through or under the Tenant); and the agreements and conditions on the part of the Tenant to be performed and observed shall be binding upon the Tenant and its heirs, legal representatives, successors and assigns (and those claiming through or under the Tenant) and shall inure to the benefit of the Landlord and its heirs, legal representatives, successors and assigns (and those claiming through or under the Landlord).

Each term and each provision of this Lease to be performed by Tenant shall be construed to be both a covenant and a condition. The reference contained to successors and assigns of Tenant is not intended to constitute a consent to assignment by Tenant, but as reference only to those instances in which Landlord may later give written consent to a particular assignment as required by the provisions of ARTICLE V hereof.

ARTICLE XXI - PERMITTED USES. The Tenant covenants and agrees to use the Demised Premises only for light manufacturing, research and development and sales and service of electronic equipment (but not to the general public) and general office use, in any event subject to the Rules and Regulations (herein the "Permitted Uses" and for no other purposes.

ARTICLE XXII - CONDITION OF THE DEMISED PREMISES WHEN SURRENDERED. Upon the termination or expiration of this Lease, the Tenant shall peaceably and quietly surrender possession of the Demised Premises to the Landlord in broom-clean condition and in the same good order and repair in which the Tenant is obligated to keep and maintain the Demised Premises by the provisions of this Lease, normal wear and tear excepted. Any and all alterations, additions and improvements which may have been made to or installed by the Tenant upon or within the Demised Premises and which are in any manner attached to the floors, walls and ceilings of the Demised Premises, shall remain upon or within the Demised Premises and at the termination of this Lease shall be surrendered with the Demised Premises as a part thereof and shall become the property of the Landlord, unless the Landlord shall specifically direct the Tenant to remove any such alternations, additions or improvements. Upon such direction, Tenant shall, at its sole cost and expense, remove such property and promptly repair any and all damages which may be caused by or result from either the original installation or from the removal of such property from the Demised Premises.

All fixtures, signs, furniture, equipment and personal property which may be located upon or within the Demised Premises (and are not subject to the provisions of the foregoing paragraph), may, and at the Landlord's request must, be removed by the Tenant from the Demised Premises upon the expiration or sooner termination of this Lease. Furthermore, the Tenant hereby agrees to promptly repair any and all damage which may be caused by or result from the installation or placement of such property upon or within

the Demised Premises or by the removal of such property from the Demised Premises. Any property not so removed shall be deemed abandoned and may be removed and disposed of by Landlord in such manner as Landlord shall determine and Tenant shall pay Landlord the entire cost and expense incurred by the Landlord in effecting such removal and disposition and in making any incidental repairs and replacements to the Demised Premises and for use and occupancy during the period after the expiration of the term of this Lease and prior to Tenant's performance of its obligations under this Article. Tenant shall and does hereby indemnify Landlord against all loss, cost and damage resulting from Tenant's failure and delay in surrendering the Demised Premises as herein above provided.

The delivery of keys to or acceptance thereof by any employee of the Landlord shall not operate as a termination of this Lease or a surrender of the Demised Premises.

ARTICLE XXIII-SUBROGATION. The Landlord hereby releases the Tenant from any and all liability for any loss or damage caused by fire or any of the extended coverage casualties covered by Landlord's insurance, even if such fire or other casualty shall be brought about by the fault or negligence of the Tenant or its agents, provided; however, the this release shall be in force and effect only with respect to loss or damage occurring during such time as the Landlord's policies of fire and extended coverage insurance shall contain a clause to the effect that his release shall not affect said policies or the right of the Landlord to recover thereunder. The intent of this Article is to preclude any action by Landlord's insurance carrier against Tenant under any right of subrogation, but it is expressly understood that nothing contained in this Article shall be deemed a release or waiver of any other rights which Landlord may have against Tenant under this Lease including without limitation, the right to seek damages in excess of insurance proceeds where legally entitled. The Landlord agrees that its fire and extended coverage insurance policies will include such a clause so long as the same is includable without extra cost. If extra cost is chargeable therefor, the Landlord will advise the Tenant thereof and of the amount thereof. The Tenant, at its election, may pay the same, or waive the benefit of such a clause.

The Tenant hereby releases the Landlord from any and all liability for any loss or damage caused by fire or any of the extended coverage casualties covered by Tenant's insurance, even if such fire or other casualty shall be brought by the fault or negligence of the Landlord or its agents; provided, however, this release shall be in force and effect only with respect to loss or damage occurring during such time as the Tenant's policies of fire and extended coverage insurance shall contain a clause to the effect that this release shall not affect said policies or the right of the Tenant to recover thereunder. The intent of this Article is to preclude any action by Tenant's insurance carrier against Landlord under any right of subrogation, but it is expressly understood that nothing contained in this Article shall be deemed a release or waiver of any other rights which Tenant may have against Landlord under this Lease including without limitation, the right, subject to the limitation set forth in ARTICLE XIX hereof, to seek damages in excess of insurance proceeds where legally entitled. The Tenant agrees that its fire and extended coverage insurance policies will include such a clause so long as the same is includable without extra cost, or if extra cost is chargeable therefor, the Tenant will advise the Landlord

thereof and of the amount thereof. The Landlord, at its election, may pay the same, or waive the benefit of such a clause.

ARTICLE XXIV - NOTICES. All notices required or permitted to be given hereunder shall be in writing and delivered by hand, telecopier, overnight delivery carrier (with proof of delivery, such as Federal Express) or mailed postage prepaid, by registered or certified mail, return receipt requested, if sent to the Tenant, the same shall be addressed if to the Tenant:

Bruker Analytical Systems, Inc. 15 Fortune Drive
Billerica, MA 01821

or to such other address as the Tenant may hereafter designate in writing, and if sent to the Landlord:

Bruker Instruments, Inc.
44 Manning Road
Billerica, MA 01821
Attn: Treasurer
FAX: (978) 667-9580

with a copy to:

George Woron, Esq.
75 State Street - Suite 1520
Boston, MA 02109
FAX: (617) 439-0134

or in the case of either party to such other address as shall be designated by written notice given to the other party. Any such notice shall be deemed given when so delivered by hand or if so mailed, when deposited with the U.S. Post Service.

ARTICLE XXV - ESTOPPEL CERTIFICATE. The Tenant agrees from time to time, within ten (10) days after a request by Landlord, to execute, acknowledge and deliver to Landlord, any prospective purchaser or mortgagee or other party designated by the Landlord, a written statement certifying (which statement may be relied upon by any party receiving such statement) that this Lease is then in full force and effect as modified and stating the modifications) and that the Landlord is not in default hereunder (or if such shall not be the case, to specify any default then existing).

ARTICLE XXVI - BROKERAGE. The Tenant warrants and represents that it has not dealt with any broker or agent in connection with this Lease and agrees to hold harmless and indemnify the Landlord of and from any and all claims for any brokerage or finder's fee or compensation attributable to dealings with the Tenant, together with any and all expenses incurred by Landlord in disputing such claims and in enforcing this indemnification, including without limitation, reasonable attorneys' fees and expenses.

ARTICLE XXVII - LEASE NOT TO BE RECORDED. Tenant agrees that it shall not record this Lease.

ARTICLE XXVIII - AUTHORITY TO EXECUTE LEASE. The person signing this Agreement on behalf of the Tenant materially represents that the Tenant is a duly organized and existing corporation and has taken all steps necessary or desirable to authorize the execution of this Lease and that upon the execution hereof by him on behalf of the Tenant, this Lease shall be binding and enforceable upon the Tenant.

WITNESS the execution of this instrument as a sealed instrument as of the day and year first above written.

Witness:                          LANDLORD:
                                  BRUKER INSTRUMENTS, INC.

                                  By: /s/  Dirk D. Laukien
                                      --------------------------------
                                      Dirk D. Laukien, Vice President,
                                      Duly authorized

Witness:                          TENANT:
                                  BRUKER ANALYTICAL
                                   SYSTEMS, INC.

                                  By: /s/  David E. Plunkett
----------------------------         ---------------------------------
                                     David Plunkett, its Treasurer,
                                     hereunto duly authorized

Attachment A

[Diagram]

Exhibit 10.7

ITMS COLLABORATION AGREEMENT

BY AND BETWEEN

HEWLETT-PACKARD COMPANY

AND

BRUKER DALTONIK GMBH

CONFIDENTIAL HEWLETT-PACKARD - BRUKER

                                TABLE OF CONTENTS

RECITALS                                                                     1
ARTICLE 1 - DEFINITIONS                                                      2
ARTICLE 2 - MANAGEMENT OF THE RELATIONSHIP AND COMMUNICATIONS
BETWEEN THE PARTIES                                                          4
ARTICLE 3 - OVERVIEW OF THE GEMINI PROGRAM                                   6
ARTICLE 4 - SPECIFICATIONS FOR THE GEMINI / GEMINI R&D MS                    7
ARTICLE 5 - DESIGN AND DEVELOPMENT OF THE GEMINI / GEMINI R&D MS             8
ARTICLE 6 - MARKETING OF THE GEMINI / GEMINI R&D MS                         10
ARTICLE 7 - MANUFACTURING AND PROCURING COMPONENTS FOR THE
              GEMINI / GEMINI R&D MS                                        11
ARTICLE 8 - SALES OF COMPONENTS AND OF THE GEMINI MS AND GEMINI
R&D MS                                                                      15
ARTICLE 9 - HP'S MINIMUM PURCHASE COMMITMENT, INITIAL PURCHASE
ORDER AND DISPOSITION OF HP'S SECURITY DEPOSIT/DOWN PAYMENT                 19
ARTICLE 10 - WARRANTIES AND SUPPORT                                         20
ARTICLE 11 - NEW DEVELOPMENT PROJECTS                                       21
ARTICLE 12 - EMPLOYEE RELATIONS                                             22
ARTICLE 13 - CONFIDENTIAL INFORMATION                                       23
ARTICLE 14 - DEVELOPMENT INVENTIONS AND OTHER INTELLECTUAL
              PROPERTY CREATED DURING DEVELOPMENT PROGRAMS                  24
ARTICLE 15 - REPRESENTATIONS, WARRANTIES AND DISCLAIMERS                    29
ARTICLE 16 - CONFLICTS WITH THIRD PARTY INTELLECTUAL PROPERTY
              RIGHTS                                                        29
ARTICLE 17 - RESPONSIBILITIES FOR SALES OF ESQUIRE-LC SYSTEMS               30
ARTICLE 18 - DISPOSITION OF RESEARCH FUNDS                                  32
ARTICLE 19 - PUBLICITY                                                      33
ARTICLE 20 - TERM, TERMINATION AND EXCLUSIVITY                              33
ARTICLE 21 - DISPUTES BETWEEN THE PARTIES                                   38
ARTICLE 22 - MISCELLANEOUS                                                  39
EXECUTION                                                                   41


41BRUKER-HP Collaboration Agreement    ii

ITMS COLLABORATION AGREEMENT

This Agreement is made with an Effective Date of April 28, 1999 by Hewlett-Packard Company, a Delaware corporation with offices at 1601 California Avenue, Palo Alto, CA 94304-1126 ("HP"); and Bruker Daltonik GmbH, a corporation organized and existing under the laws of Germany with offices at Fahrenheitstrasse 4, D-28359 Bremen, Germany ("Bruker"), formerly called Bruker-Franzen Analytik GmbH ("BFA").

RECITALS

A. HP is in the business of designing, manufacturing, and marketing analytical chemistry instruments such as liquid chromatographs, gas chromatographs, and mass spectrometers; analytical chemistry systems that combine a liquid or gas chromatograph with a mass spectrometer; and software tools for collecting and processing data in such systems. HP is a leader in developing low-cost mass spectrometers and technology for the ionization/interface stage of LC/MS systems. HP has considerable expertise in the design and manufacture of API ion sources.

B. Bruker is in the business of designing, manufacturing and marketing analytical chemistry instruments such as mass spectrometers and associated software. Bruker is a recognized leader in developing ion trap mass spectrometers. Bruker has considerable expertise in the design and manufacture of ion trap mass spectrometers and conventional nanoelectrospray ion sources.

C. HP and Bruker have complementary expertise. HP and BRUKER wish to develop a long-term collaboration in API-ITMS technology. HP and Bruker desire to serve their respective customers more effectively by collaborating on developing LC/MS() mass spectrometers, especially certain critical core components thereof, thereby enabling both parties to take advantage of the particular strengths, experience and superior competencies of each. HP and Bruker also recognize that by allocating responsibility for manufacturing components of mass spectrometers, the parties can take advantage of higher volume production, reducing the cost of the components to each party and enabling the parties to participate in a highly competitive market.

D. Bruker and HP entered into a certain BRUKER-HP ITMS Agreement dated January 19, 1996, which established a plan for developing (1) a product series (Esquire-LC ITMS) for market introduction in Fall 1996 and (2) a lower cost, higher volume product series (Gemini) for market introduction in January 1998. The BRUKER-HP ITMS Agreement has been amended twice: on March 14, 1997, (Amendments I and 2) and on September 1, 1997 (Amendment
3). Phase I of the program provided for in the ITMS Agreement, as amended, has been completed. The hardware development work under Phase 2 of the program is substantially complete. The software development work is progressing. The Esquire ITMS product series has been developed and the second generation product, called Esquire-LC, is currently being marketed by both parties. The Gemini mass spectrometer, which was to be developed in Phase 3, is still under development.

E. The Parties desire to continue the development of software for, and the manufacture and marketing of, the Esquire-LC ITMS system.

F. The parties now wish to recommit themselves and undertake to develop a re-defined Gemini / Gemini R&D MS and to allocate the necessary resources to complete this development.

CONFIDENTIAL HEWLETT-PACKARD - BRUKER

G. The parties wish to complete the set of specifications for the Gemini / Gemini R&D MS, and to adopt a plan for finalizing these specifications. The Parties also wish to allocate responsibility for designing, integrating, and manufacturing the various components of the Gemini/Gemini R&D MS. The Parties will sell these components and other parts to each other, allocate responsibility for integrating the various components and testing the integrated Gemini / Gemini R&D MS, establish the terms and conditions of sale of the Gemini / Gemini R&D MS and certain components thereof, and provide for long term support of the Gemini / Gemini R&D MS.

H. Because circumstances have changed substantially from what was contemplated when the ITMS Agreement was signed, the Parties wish to replace the ITMS Agreement, as amended, with this agreement.

TERMS AND CONDITIONS

NOW, THEREFORE, in consideration of the mutual covenants expressed in this Agreement, HP and Bruker agree as follows:

ARTICLE I - DEFINITIONS

1.1 Affiliate means a business entity which controls, is controlled by, or is under common control with a Party. "Control" means ownership or control of more than 50% of the stock entitled to vote for the election of directors, or in the case of a non-corporate entity an equivalent majority control. Such entity will be considered an Affiliate only so long as such control exists.

1.2 Agreement means this ITMS Collaboration Agreement, comprising this document and the appendices identified in Section 22 .

1.3 APCI means atmospheric pressure chemical ionization.

1.4 API means atmospheric pressure ionization, the process of producing ions at atmospheric pressure and then sampling the ions through atmospheric interfaces.

1.5 Bruker Core Areas means the following areas: RF ITMS technology design or parts of an RF ITMS, RF ion trap, and methods of operating an RF ion trap; electronics, firmware and software for RF ion trap control and detection and acquisition of MS, MS/MS and MS(n) data.

1.6 Engineering Collaboration Period means the period of time during which the Parties collaborate on the joint development of ITMSs, including Esquire, Esquire-LC, Gemini/Gemini R&D, [*](1), and any other future ITMS jointly developed hereunder. The Engineering Collaboration Period is specified and determined in Article 20. 1.

1.7 Esquire-LC means the API-ITMS co-developed by the Parties under the Old Agreement.

41BRUKER-HP Collaboration Agreement 2

CONFIDENTIAL HEWLETT-PACKARD - BRUKER

1.8 ESI means electrospray ionization.

1.9 Gemini is the code name given to (1) the project to develop high-performance, rugged, easy-to-use, relatively low cost, bench-top, ITMSs for high performance liquid chromatography with MS('~ capability; (2) the ITMSs that are expected to result from such project; and(3) the overall program that includes manufacturing and marketing, as well as the development, of such ITMSs.

1.10 Gemini NIS is the internal code name for the API-ITMS that the Parties will develop and manufacture for HP in accordance with this Agreement.

1.11 Gemini R&D NIS is the internal code name for an alternative configuration of the Gemini MS that the Parties will develop and manufacture for Bruker in accordance with this Agreement.

1.12 HP Core Areas means the following areas: conventional on-line electrospray and APCI generation of ions but excluding nano-electrospray; as reduced to practice in an ITMS product.

1.13 Intellectual Property Rights means the rights under patents, patent applications, and copyrights, and the rights in any industrial designs or trade secrets recognized by law.

1.14 ITMS means radio frequency ion trap mass spectrometer.

1.15 LCIMS means a mass spectrometer designed to work with a liquid chromatograph.

1.16 MS(n) means multiple stages of mass spectrometry (where n = the number of stages) in which there is a collision or reaction between each stage of mass analysis.

1.17 Old Agreement means the "BRUKER-HP ITMS AGREEMENT between Bruker-Franzen Analytik GmbH and Hewlett-Packard Company" dated January 19, 1996, together with Amendments I and 2 thereto, dated March 14, 1997, and Amendment 3, dated September 1, 1997.

1.18 Party and Parties refer to HP and Bruker as the context requires.

1.19 Qualified New Lead means the identification of a prospective new customer who is presented as interested in buying a product and who either has the authority to buy the product or can authorize the purchase of the product. A lead will be considered new if the selling Party who receives the lead has not had any contact with the individual (or his / her predecessor) during the 12 months prior to receiving the lead.

ARTICLE 2 - MANAGEMENT OF THE RELATIONSHIP AND COMMUNICATIONS
BETWEEN THE PARTIES

2.1 Designation of Key Personnel. Bruker will designate appropriate persons to serve as its Program Manager, Product Manager, Project Manager, and Business Manager. HP will designate appropriate persons to serve as its Program Manager, Product Manager, Project Manager, and Business Manager. Each Party also may designate one or more Project Leaders.

41BRUKER-HP Collaboration Agreement 3

CONFIDENTIAL HEWLETT-PACKARD - BRUKER

2.2 Program Managers. The Program Managers will represent their respective Parties on all business and management issues. They will confer as needed to ensure that schedule delays and administrative issues are resolved; that inventions are being identified and reported; that intellectual property and confidentiality issues are properly addressed ; and that other activities are proceeding in accordance with this the Agreement. The Program Managers will ensure that all issues relating to the manufacture and delivery of parts, components and finished instruments are addressed properly.

2.3 Product Managers. The Product Managers will be responsible for product strategy, product definition, marketing programs, product introduction plans, promotions, business plans, and pricing proposals.

2.4 Project Managers. The Project Managers will be responsible for answering technical questions, clarifying technical issues, and resolving schedule delays. They will confer regularly to ensure that all technical issues are resolved quickly; that all inventions are being identified and reported promptly; and that all intellectual property issues are addressed thoroughly. The Project Managers will confer whenever important issues arise in the development of the specifications or the prototypes of the Gemini MS / Gemini R&D MS.

2.5 Project Leaders. The Project Leaders will be responsible for receiving and answering technical questions and resolving technical issues in the areas for which they have been designated.

2.6 Business Managers. The Business Managers have the authority to resolve any issues that arise under this Agreement. The Business Managers will not be involved on a day-to-day basis, but they will confer as needed to ensure harmonious relationships between the Parties and their respective Program Managers, Product Managers, and Project Managers.

2.7 Changing Designations. Each Party may change its Project Leader, Program Manager, Product Manager, Project Manager, or Business Manager. Each Party will notify the other Party of such change in a timely manner.

2.8 Lifecycle Planning. In developing the Gemini / Gemini R&D MS and any other product under this Agreement the Parties will use "Lifecycle Planning," HP's product development methodology. As part of Lifecycle Planning, the Parties will prepare a set of Lifecycle Documents substantially like those that HP prepares for the development of a new product. To minimize redundant effort, the Parties will collaborate in developing those portions of their respective Lifecycle Documents that are common to the product development. The Parties will exclude from their jointly prepared Lifecycle Documents, and will not collaborate on or exchange, information about pricing, customer profiles, and markets. Lifecycle Planning prescribes well-defined phases in developing a new product, with checkpoints and formal reviews at the end of each phase. The Parties will conduct joint formal reviews at each check point to discuss all common issues on the development of the product. The Parties will conduct separately their independent formal reviews of the marketing and financial aspects of the development project. The Parties will develop consensual quality plans for hardware, software, and analytical performance. The Parties must sign off upon the completion of each phase before proceeding to the next phase. The Parties will revise their Project Plan and other Lifecycle Documents, as required to track the progress of the Project.

41BRUKER-HP Collaboration Agreement 4

CONFIDENTIAL HEWLETT-PACKARD - BRUKER

2.9 Meetings and Reviews. The Parties will conduct regular telephone conferences to discuss any corrective actions that may be required to keep the project on track. The Parties will conduct formal project reviews at checkpoint dates. These meetings will be face-to-face, by video conference, or by teleconference.

2.10 Notices. Any required notices will be given in writing. Notices may be delivered by any reasonable means and will be deemed to have been given on the date of actual receipt. Notices will be given to the Parties at the following addresses, or at such other addresses as the Parties may designate:

Hewlett-Packard Company             Bruker Daltonik GmbH
Attn.: Dick Begley                  Attn.: Dieter Koch
1601 California Avenue              Fahrenheitstrasse 4, D-28359
Palo Alto, CA 94304 USA             Bremen, Germany
Fax: 650 857-7029                   Fax: 49-421-2205-100

with a copy to:                     with a copy to
Hewlett-Packard Company             Bruker Daltonics, Inc.
Attn.: Managing Counsel(IP)         Attn.: Frank H. Laukien, Ph.D.
1501 Page Mill Road                 19 Fortune Drive, Manning Park
Palo Alto, CA 94304                 Billerica, MA 0 1821
Fax: 650 852-8063                   Fax: 987 667-0985

ARTICLE 3 - OVERVIEW OF THE GEMINI PROGRAM

3.1 Goals of the Gemini Project. As the first project under this Agreement, HP and Bruker undertake to develop the Gemini MS for HP and the Gemini R&D MS for Bruker. The Gemini MS will be a high-performance, rugged, easy-to-use, relatively low cost, bench-top ITMS for high performance liquid chromatography with MS(n) capability. The Gemini R&D MS will be a high-performance, flexible, research-oriented ITMS for high performance liquid chromatography with MS(') capability. The Gemini MS / Gemini R&D MS is described in more detail and the required functionality, features, and performance characteristics are set out in the Gemini Product Data sheet, which is incorporated herein as Appendix 1. The Gemini MS and the Gemini R&D MS will be based upon essentially the same components, but will have different configurations, as well as differences in names and appearances as provided in Section 5.7. HP and Bruker will complete the development so that HP and Bruker can begin shipping the Gemini MS and the Gemini R&D MS respectively to their demo centers and to their first customers between January 1, 2000 and March 1, 2000. The Gemini Project if successful may lead to the [*](2) as further described in Article 11. Improvements to or further developments of the Gemini MS / Gemini R&D MS after the product is introduced and first marketed, particularly any software developed during any continuing development program, may be made available as an upgrade to the Gemini MS / Gemini R&D MS or as part of the next generation platform, [*].

3.2 General Plan. The Parties will collaborate to complete a set of specifications for the Gemini MS and the Gemini R&D MS. The Parties will divide the responsibilities for designing, developing, manufacturing, assembling, integrating and testing the Gemini / Gemini R&D MS. The

41BRUKER-HP Collaboration Agreement 5

CONFIDENTIAL HEWLETT-PACKARD - BRUKER

Parties will apply jointly for certifications of the product(s) in the names of both Parties. The specific responsibilities of each Party are described in the Gemini Project Plan, incorporated herein as Appendix 2. The Parties will carry out the development work, including the manufacture of prototype units and pilot run units, during the different phases of the development in accordance with the Gemini Project Plan.

ARTICLE 4 - SPECIFICATIONS FOR THE GEMINI / GEMINI R&D MS

4.1 Documents Comprising Set of Specifications. The Gemini MS will be defined, described and specified in accordance with the following set of specifications:

4.1.1 Gemini Product Data Sheet
4.1.2 Gemini Hardware External Reference Specification
4.1.3 Gemini Software External Reference Specification
4.1.4 Gemini Compatibility Matrix
4.1.5 Gemini Analytical Performance Quality Plan
4.1.6 Gemini Hardware Quality and Regulatory Plan
4.1.7 Gemini Software Quality Plan

4.2 Requirements and Desired Targets. In some instances the specifications will set out not only the requirements that the Gemini MS / Gemini R&D MS must meet, but also the desired targets that the Parties recognize as technically challenging. The Parties will meet all requirements and will use reasonable efforts to meet all desired targets. A Party will not be in default for failing to design and/or manufacture a component so that the Gemini MS meets a desired target.

4.3 Status and Further Efforts to Complete Set of Specifications. The set of specifications, while substantially complete, still have areas requiring further work. Items designated "TBD" (to be determined) will be the subject of further discussions. The Parties will endeavor to complete and formally adopt the specifications in April 1999. To that end, the Project Managers and the other affected technical personnel will confer at least bi-weekly by teleconference to discuss any open issues until the entire set of specifications is complete and the Parties have adopted them.

4.4 Formal Adoption of Specifications. When the Parties agree that a specification is complete, Bruker's and HP's Product Managers and the Project Managers will sign the specification to signify that the specification has been formally adopted.

4.5 Changes to Specifications After Adoptions. After a specification has been formally adopted, the Parties may change the specification only by mutual written agreement, signed by Bruker's and HP's Product Manners and Project Managers.

ARTICLE 5 - DESIGN AND DEVELOPMENT OF THE GEMINI / GEMINI R&D MS

5.1 Project Plan. The Gemini Project Plan (Appendix 2) sets out the plan for designing and developing the Gemini MS and the principal portions of the Gemini R&D MS, which are in common with the Gemini MS. The Gemini Project Plan allocates the various tasks between the Parties. Each Party will perform its tasks on the development of the Gemini MS / Gemini R&D MS in each of the phases of the Project in accordance with the Gemini Project Plan.

41BRUKER-HP Collaboration Agreement 6

CONFIDENTIAL HEWLETT-PACKARD - BRUKER

5.2 Individual and Collaborative Approach. Each Party has -well-defined tasks called out in the Gemini Project Plan. The Parties will work closely together on system design, integration and testing, particularly of software. The Parties also will work together as necessary to solve a problem or correct for a missed milestone or a delay in an element on the critical path. Because the various components of the Gemini MS will need to work together, a Party may offer suggestions respecting a component even if that Party is not responsible for developing that component. The Party responsible for developing the component will consider each suggestion and will adopt the suggestion unless in its judgment the suggestion is not feasible or reasonable.

5.3 HP's Core Responsibilities. HP will design and develop the APCI and ESI ionization sources of the Gemini MS / Gemini R&D MS, the high voltage supplies that drive the ion source, the ion optics that guide the ions to the mass analyzer section, the vacuum system, the mechanical packaging and exoskeleton, and the ChemStation software. HP also will design (or procure) the APCI hardware accessory and application software options for protein database searching, peptide tools analysis and deconvolution analysis. HP also will provide assistance to Bruker in the integration and testing of the hardware components that HP develops and the software that HP develops with the hardware components and software that Bruker develops, as and when it becomes necessary. The Gemini Project Plan contains a more detailed and complete itemization of the components for which HP is responsible.

5.4 Bruker's Core Responsibilities. Bruker will design and develop the ion trap mass analyzer portion of the Gemini MS, including the electronics, the algorithms, and the software for controlling the ion trap mass analyzer. Bruker will do the mechanical design of the internal tub supports. Bruker will develop the acquisition and control software and software for performing data analysis. Bruker also is responsible for overall integration of the Gemini MS, with HP assisting when and as necessary. Bruker also will design (or procure) the nanoelectrospray accessory and application software options for MS library searching, standalone data analysis, and identification- of-unknown-peaks ("LUMS Dissect") analysis. The Gemini Project Plan contains a more detailed and complete itemization of the components for which Bruker is responsible.

5.5 Joint Responsibilities. Bruker and HP are jointly responsible for ensuring that their respective components and contributions to Gemini MS/Gemini R&D MS are fully compatible so that when the kit components are integrated, the products will meet their set of specifications. Bruker and HP are jointly responsible for conducting and passing tests for the prototype and pilot run instruments and software.

5.6 Alternate Versions and Models of the Gemini MS. The Gemini MS will be designed, developed, and manufactured to include all essential features and functions so that HP may sell it as a stand-alone product and as part of a high-throughput, routine analysis system. The Gemini MS will bear the product identification and appearance or trade dress of an HP instrument. The Gemini MS is also intended to serve as a core platform from which each Party may develop specialized Gemini instruments and systems. A Party may include additional software as a standard or optional feature. All Gemini instruments and systems and Gemini R&D systems will be based on the core Gemini MS so that economies of scale may be realized in manufacturing common parts and components and in assembling and testing the finished product. The Parties expect to differentiate their respective products.

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5.7 Gemini R&D MS. Bruker will modify the Gemini MS to make the Gemini R&D MS. The Gemini R&D MS will differ in appearance from the Gemini MS and will be consistent with the appearance of the Bruker product line. Bruker will design and manufacture different external covers for the Gemini R&D MS. The Gemini R&D MS will bear the product identification and appearance or trade dress, of a Bruker instrument. Bruker will distribute the Gemini R&D MS to its customers. Bruker intends to market the Gemini R&D MS as a flexible research-oriented instrument and as part of a high-end LC/MS(') system. Bruker may include other ion sources and/or other software as standard features. HP will provide a fast switching power supply as a standard component of the Gemini R&D MS.

5.8 Continuing Responsibilities. If a purchased part that a Party has designed into a component becomes obsolete, that Party will develop an alternative design using parts that will be available in the future. That Party also will develop an appropriate migration plan (acceptable to HP and Bruker) that includes the purchase of sufficient parts to (a) continue manufacture and timely delivery of the Gemini MS and Gemini R&D MS during the period of transition to the new design and (b) make field replacements of obsoleted parts or components as may be required.

5.9 Formal Testing and Certifications. Bruker and HP are jointly responsible for obtaining the required certifications as set out in the Gemini Hardware Quality and Regulatory Plan and for meeting all requirements for CSA and CE certification. Whenever testing occurs at the other party's site, the visiting party will provide engineering support personnel for the tests at their own expense, including travel costs.

5.10 Product Documentation. HP and Bruker Will collaborate on the development of -the (a) product engineering documentation for use in manufacturing and testing,
(b) training materials for training product support engineers, and (c) user information for generation of user manuals. Bruker will take the lead in preparing the first draft and the final draft of the product engineering documentation. Each Party will prepare and exchange its drafts of training materials and user information pertaining to the parts and functions of the Gemini/Gemini R&D for which it is responsible for designing and developing. Both Bruker and HP will own the copyright in the product documentation. Each Party may adapt and prepare derivative works of the product documentation in developing manuals or other documentation for its employees and its customers.

5.11 Sustaining Engineering. Each Party will provide sustaining engineering for the Gemini / Gemini R&D MS product line comparable to the level that it provides for other similar products. The Parties will continue to collaborate on refinements, engineering changes, cost reduction, and software updates, upgrades, and new releases.

ARTICLE 6 - MARKETING OF THE GEMINI / GEMINI R&D MS

6.1 Market Introduction. Neither Party may announce the Gemini/Gemini R&D MS or show such instruments to prospective customers until both Parties have accepted the production prototypes at the end of the Production Prototype Phase, unless both Parties agree to the early announcement or showing. Neither Party may issue quotations on, accept purchase orders for, or ship its Gemini/Gemini R&D MS instrument unless the other Party consents or both Parties have accepted the pilot run units at the end of the Pilot Run Phase. At any time the Parties may by mutual agreement disclose information about the

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Gemini/Gemini R&D MS and invite industry experts to observe demonstrations of prototype units, under terms of appropriate confidentiality agreements, to obtain critical feedback.

6.2 No Restrictions on Sales by the Parties. Bruker may sell the Gemini R&D MS without restriction on customers, geographic territory or sales channels. HP may sell the Gemini.MS without restriction on customers, geographic territory or sales channels.

6.3 HP Collaboration on Sales of the Gemini R&D MS. Whenever appropriate, HP will provide to Bruker or its Affiliates. Qualified New Leads to prospective customers who express an interest in the Gemini R&D MS. Bruker or its Affiliates will pay HP a commission or finder's fee on the sale of a Gemini R&D MS that results from a Qualified New Lead, as provided in the Finder's Fee Agreement.

6.4 Bruker Collaboration on Sales of the Gemini MS. Whenever appropriate, Bruker or its Affiliates will provide to HP Qualified New Leads to prospective customers who express an interest in the Gemini MS. HP will pay Bruker or its Affiliates a commission or finder's fee on the sale of a Gemini MS that results from a Qualified New Lead, as provided in the Finder's Fee Agreement.

ARTICLE 7 - MANUFACTURING AND PROCURING COMPONENTS FOR THE
GEMINI / GEMINI R&D MS

7.1 HP's Core Responsibilities.

7.1.1 HP Gemini Kits and HP Gemini R&D Kits. HP will manufacture (or procure) and test all components comprising the HP Gemini Kit and the HP Gemini R&D Kit. These components are identified in "Appendix 2 - Gemini Component Breakdown" in the Gemini Project Plan. HP will assemble and test each HP Gemini Kit and each HP Gemini R&D Kit. HP will manufacture HP Gemini Kits based on (a) HP's forecast of demand and actual purchase orders from HP customers for the Gemini MS and (b) Bruker's forecast of demand and actual purchase orders received from Bruker for kits with standard positive/negative power switching. HP will manufacture HP Gemini R&D Kits based on (a) actual purchase orders and sales forecasts from Bruker and (b) HP's forecast of demand and actual purchase orders received from HP customers who specify fast positive/negative power switching. HP will design the shipping container and packaging for the HP Gemini Kits and HP Gemini R&D Kits so that Bruker can reuse the shipping container and packaging for the Gemini MS and the packaging for the Gemini R&D MS. HP will provide the container and packaging as part of the Gemini MS Kit and Gemini R&D Kit. HP will pack the High Voltage Power Supply within the shipping container, but separate from and outside the mechanical packaging or body of the HP Gemini Kit and the HP Gemini R&D Kit, so that Bruker may easily remove the power supply and store it separately. HP will ship HP Gemini Kits and HP Gemini R&D Kits to Bruker FOB San Francisco using reasonable efforts to ship in accordance with schedules in Bruker purchase orders.

7.1.2 HP Software. HP will manufacture CD ROMs containing the standard ChemStation software. Separate copies of the ChemStation software will be provided for each customer shipment. HP will provide a master copy of all integration software components that HP develops for the Gemini MS/Gemini R&D MS. (Bruker will incorporate these components on its CD-ROM for distribution to customers.) HP also will manufacture CD ROMs or discs containing the software for the following

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optional products, which Bruker may purchase from HP: HP Peptide Tools, HP Deconvolution, and Peptide Search.

7.1.3 HP Ship Kits. HP will manufacture or procure all accessories and consumables comprising the HP Ship Kit. The specific items included in the HP Ship Kit are listed under the heading "HP Ship Kit" in "Appendix 2 - Gemini Component Breakdown" in the Gemini Project Plan.

7.1.4 Consumables. HP will manufacture or procure the consumables that are regularly used by customers in using the Gemini MS or Gemini R&D MS. HP customers and Bruker customers may order these consumables from HP through HP's consumables distribution channel.

7.2 Bruker's Core Responsibilities.

7.2.1 Bruker Hardware. Bruker will manufacture (or procure) and test all hardware components for which Bruker has production responsibility. These components are identified in the section under the heading "Bruker-Daltonik Components" in "Appendix 2 - Gemini Im Component Breakdown" in the Gemini Project Plan.

7.2.2 Bruker Software. Bruker will manufacture CD ROMs containing all software required to provide control of the Gemini MS and Gemini R&D MS and CD ROMs containing the data analysis software. Bruker also will manufacture CD ROMs or discs containing the software for the following optional products, which HP may purchase from Bruker: LC/MS Dissect, Library Search, and stand-alone data analysis.

7.2.3 Integration and Final Testing. Bruker will provide final assembly and integration of the HP Gemini Kit / HP Gemini R&D Kit with the corresponding Bruker hardware components referred to in Section 7.2.1 and the Bruker Software referred to in Section 7.2.2 to produce the final Gemini MS units and Gemini R&D MS units and will conduct the final testing of each of the final units. All work will be performed in an ISO 9000 certified environment. Bruker will conduct the final test of each Gemini MS and Gemini R&D MS in accordance with the final test procedures that Bruker, with 11P's assistance, will develop before the end of the pilot run phase.

7.3 Separately Procured Items. The following components, although required for the operation of the Gemini MS and Gemini R&D MS, are not provided by HP to Bruker as part of the HP Gemini Kit or HP Gemini R&D Kit, and are not provided by Bruker to HP as part of the Gemini MS that it sells to HP: (1) an Edwards EIM18 rough pump; (2) a PC with two LAN boards, monitor, and printer; and (3) a syringe pump. Each Party will procure these components separately and furnish them as part of the Gemini MS or Gemini R&D MS that such Party sells to its customers.

7.4 ISO Compliance. Each Party will prepare its manufacturing facilities and environment in which Gemini / Gemini R&D components, kits, and products will be manufactured and the processes and systems that it will use to manufacture Gemini / Gemini R&D components, kits, and products to meet the relevant ISO 9000 standards by October 1, 1999. Each Party will maintain ISO 9000 certification for the duration of its activities in manufacturing Gemini / Gemini R&D components, kits, and products. If a Party decides to use a separate entity for manufacturing any component for which

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it is responsible, the Party will use its best efforts to select an entity that will meet the relevant ISO 9000 standards before engaging such entity to perform any work required under this Agreement. If a Party uses a separate entity for manufacturing any component for which it is responsible, and such entity does not meet the relevant ISO 9000 standards, the Party will carefully inspect all incoming parts and provide the other Party assurance that such parts meet such Party's quality standards.

7.5 Year 2000 Compliance Warranties. The phrase "Year 2000 Compliant" means able to perform without error, loss of data or loss of functionality arising from any failure to process, calculate, compare or sequence date data accurately. Each Party warrants to the other Party that the processes and systems that it uses to manufacture Gemini and Gemini R&D components, kits, and products hereunder will be Year 2000 Compliant by June 1, 1999, and that such processes and systems will not have an adverse impact on the provision of components, kits and products to either Party or their respective customers. Each Party also warrants to the other Party that all software and firmware that it develops for the other Party or furnishes to the other Party or to the other Party's customers will be Year 2000 Compliant and will not cause any product with which the software or firmware is intended to be used and is used to become non-Year 2000 Compliant. Each Party will demonstrate Year 2000 Compliance by furnishing the other Party successful results of a formal software inspection and review and by successfully executing the year 2000 compliance tests.

7.6 Quality Program. Each Party will maintain an objective quality program for all products it delivers to the other Party. Each Party's quality program will be in accordance with the current revision of HP's Supplier Quality System Requirements. Each Party will provide to the other Party a copy of its quality program and supporting test documentation.

7.7 Delegating Manufacturing Responsibilities. Whenever in this Agreement a Party is assigned the responsibility for manufacturing an item, such Party may procure the item from a third party or may have a third party manufacture the item. However, such Party must use its best efforts to select a third party supplier or third party manufacturer who will meet all relevant requirements of ISO 9000. Such Party also will use its best efforts to require the third party supplier or third party manufacturer to provide Year 2000 Compliance warranties, substantially like the warranties in Section. 7.5, covering everything, particularly software and firmware, procured from such third party, and to permit inspection by both Parties.

7.8 Contingency Manufacturing Plan. The Parties will develop a mutually-acceptable contingency manufacturing plan for use in case either Party cannot produce sufficient products to meet the other Party's requirements.

7.8.1 If during any quarter either party is unable or unwilling to ship at least 90% of the quantity of HP Gemini MS and HP Gemini R&D MS kits and instruments, the Parties' Program Managers will discuss corrective actions. If during any quarter either party is unable or unwilling to ship at least 80% of the quantity of HP Gemini MS and HP Gemini R&D MS kits and instruments, the Par-ties' Program Managers and Business Managers will decide what corrective actions to take. Such actions may include, but are not limited to the following: (a) hire appropriately skilled personnel to add capacity or shift personnel from other programs to meet the shipment goals, or (b) provide additional technical assistance to the other party in which situation the party receiving assistance will compensate the other party at a rate of 1.5 times salaries plus transportation and living expenses.

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7.9 Engineering Design or Process Changes.

7.9.1 Proposed Changes. Neither Party will, without the prior written consent of the other Party, make or incorporate in the Gemini kit, Gemini R&D kit or Gemini MS any change in any process or any change in any design that affects the electrical performance; the mechanical form fit, or function; the environmental compatibility; the chemical characteristics; the software compatibility; or the life, reliability, or quality of such Gemini Product (collectively, "Engineering Changes"). Each Party will give to the other Party notice of any proposed Engineering Change, and will provide evaluation samples and other appropriate information at least 90 days prior to the first proposed shipment of the Gemini kit, Gemini R&D kit or Gemini MS involving an Engineering Change. Each Party also will give to the other Party notice of any proposed geographical relocation of any manufacturing process together with assurances that such relocation will not affect product availability, the electrical performance, the mechanical form, fit, or function, the environmental compatibility, the chemical characteristics, the software compatibility, or the life, reliability, or quality of such Gemini Product, at least 60 days before such relocation.

7.9.2 Safety Standard Changes. Each Party will immediately give notice to the other Party if any upgrade, substitution or other change to an instrument is required to make that instrument meet applicable safety standards or other governmental statutes, rules, orders or regulations, even those that are not defined as Engineering Changes in Section 7.9. 1. The Parties will determine which Party is responsible for meeting the requirement, and such Party shall take all appropriate steps to effect the upgrade, substitution, or other change that may be required. If the instrument met all applicable safety standards and other governmental requirements at the time of manufacture, the Parties will allocate the costs of any subsequent upgrade, substitution or other change required, in an equitable manner, based on good faith discussions between the Parties.

7.9.3 Excessive Failure Rate. If the failure rate for the Gemini MS and/or Gemini R&D MS exceeds an average of two service calls per instrument per year, averaged over the total number of instruments under warranty, the Parties jointly will analyze the failure reports, determine the root causes, and develop corrective action plans. If the Parties determine that the failures are primarily attributable to one Party, such Party will provide additional engineering and technical support needed to bring the failure rate within an acceptable limit. If the Parties determine that the failures are not primarily attributable to one Party, both Parties will provide additional engineering and technical support needed to bring the failure rate within an acceptable limit.

ARTICLE 8 - SALES OF COMPONENTS AND OF THE GEMINI MS AND GEMINI
R&D MS

8.1 HP Gemini Products. Bruker may purchase from HP and HP will sell to Bruker the following products ("HP Gemini Products") so long as either HP is actively selling the Gemini MS or Bruker is actively selling the Gemini R&D MS:

HP Gemini Kits, as specified in Sub-Section 7.1.1

HP Gemini R&D Kits, as specified in Sub-Section 7.1.1

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HP Ship Kits, comprising accessories and consumables, as specified in Sub-Section 7.1.3

HP APCI accessory HP CDs or disks containing optional software identified on the document entitled "Pricing of HP and Bruker Kits, Instruments, Accessories, and Software" which is incorporated herein as an Appendix 3 in Section 22.9.

HP Gemini R&D kit without source parts, etc. as specified in Gemini Project Plan.

8.2 Bruker Gemini Products. HP may purchase from Bruker and Bruker will sell to HP the following products ("Bruker Gemini Products") so long as either Bruker is actively selling the Gemini R&D MS or HP is actively selling the Gemini MS:

Gemini MS as assembled and tested in accordance with Section 7.2.3 Bruker Nanoelectro spray accessory

Bruker CDs or disks containing optional software identified on the document entitled "Pricing of HP and Bruker Kits, Instruments, Accessories, and Software"

8.3 Prices. Sales between HP and Bruker will be conducted in US dollars. The prices are set out in the document entitled "Pricing of HP and Bruker Kits, Instruments, Accessories, and Software," which is incorporated herein as Appendix 3. The Parties have a goal of reducing their respective manufacturing costs so that they can reduce their prices to each other after the year [*](3) from the prices specified for the year [*]. The parties will confer regarding their prices for HP Gemini Kits, HP Gemini R&D Kits and the Gemini MS sold after the year [*]. HP will reduce the prices that HP charges Bruker for the HP Gemini Kit and the HP Gemini R&D Kit by the same percentage that Bruker reduces the price that it charges HP for the Bruker value add portion of the Gemini MS.

Bruker and HP have mutual interest in product differentiation, including different ionization methods (e.g. MALDI, FAB, SIMS, MCI, MAB). Bruker has an initial interest in developing an in-source MALDI-ITMS system based upon ionization in vacuum. Bruker has the option of purchasing a Gemini R&D kit without ESI/API source parts, power supplies, etc. to be used with different ionization sources mentioned above. This option is described in the Gemini project plan and the price set forth in Appendix 3. This provision is applicable for a volume of more than 5 kits per year. If less than 5 kits per year are required, Bruker can purchase Gemini R&D kits, and the excess parts not used for this instrument configuration can be used by Bruker for spare parts.

8.4. Exchange Rate Variances. The prices in Appendix 3 are based upon an exchange rate of 1.65DM per US dollar. HP and Bruker agree to share the exchange rate risk associated with the Bruker value add portion of the Gemini MS. If the actual exchange rate varies more than 5%DM/US$ Bruker and HP will equally share the impact of the variance. The actual exchange rate will be the noon Fed Funds fixing rate on the date that Bruker accepts a purchase order placed by HP. Within thirty days after the end of each HP fiscal quarter HP and Bruker will settle the impact of the differences and the appropriate party will make a payment to the other party. If the exchange rate between US dollars and the DM(or Euro) differs from the assumed exchange rate by more than 15% at the beginning of any HP fiscal quarter, HP and Bruker will reset the assumed exchange rate and adjust the prices in Appendix 3. To complete the reset of the assumed exchange rate, the Parties will (1) replace Appendix 3, "Pricing of HP and Bruker Kits,

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Instruments, Accessories, and Software" with a document containing revised prices in US dollars, (2) agree that any reference to prices refers to the updated Appendix, and (3) agree that any reference to the assumed exchange rate, in the body of the contract or any Appendices, refers to the new assumed exchange rate.

8.5 AOB-HP License Agreement Analytical of Branford, Inc. ("AOB") is the exclusive licensee of U.S. patents No. 5,130,5338, No. 5,581,080, and No. 5,686,726. AOB has granted to HP sublicenses under AOB's exclusive licenses to the AOB licensed patents. AOB and HP have agreed that the Esquire-LC, Gemini MS & Gemini R&D MS and successor ITMS systems will be considered as licensed products sold by HP and Bruker to their customers so long as HP pays AOB the royalty due upon such sales. The AOB license fee is included in the price of the HP Esquire-LC kit and HP Gemini MS and Gemini R&D MS kits and bioanalysis and deconvolution software. However, Bruker cannot use the HP API source parts or deconvolution software for products other than ITMS products since Bruker has no license to AOB patents.

8.6 Taxes, Duties, Shipping Charges, Insurance. Title to the HP Gemini MS Kits, HP Gemini R&D MS Kits, HP Ship Kits, APCI accessories, and the media on which HP has stored its optional software will pass to Bruker, FOB San Francisco. Bruker will pay all taxes, duties, freight and insurance for shipments from San Francisco. Title to the finished HP Gemini MS, nanoelectrospray accessory and the media on which Bruker has stored its optional software will pass to HP, FOB Bremen, Germany. HP will pay all taxes, duties, freight and insurance for shipments from Bremen, Germany.

8.7 Order Forecasts.

8.7.1 During the Development Project. At the beginning of the Production Prototype Phase, Bruker will give HP an initial forecast of Bruker's requirements for HP Gemini Products (as defined or listed in Section 8.1 ) for the first year after shipment release. Likewise, at the beginning of the Production Prototype Phase, HP will give Bruker an initial forecast of HP's requirements for Bruker Gemini Products (as defined or listed in Section 8.2) for the first year after shipment release . At the beginning of the Pilot Run Phase, each Party will provide to the other Party an updated forecast.

8.7.2 On-Going Forecasts. After the successful conclusion of the Pilot Run Phase, HP will provide to Bruker before the end of each month a forecast of the quantity of the Gemini MS, the Bruker Nanoelectrospray Accessory, and Bruker Software that HP has ordered or scheduled for delivery or expects to order or schedule for deliveries, during the following 12 months. Similarly, before the end of each month Bruker will provide to HP a forecast of the quantity of the HP Gemini Kit, the HP Gemini R&D Kit, the HP Ship Kit, the HP APCI Accessory, and HP Software that Bruker has ordered or scheduled for deliveries, or expects to order or schedule for deliveries, during the following 12 months. Each Party will update its forecast each month to provide the other Party its best estimates of the number of units that it will want delivered in each of the 12 succeeding months.

8.7.3 Implications of Forecasts on Orders for Products. Both parties may accept, but will not be obligated to accept, a purchase order for quantities of Gemini Products that differ from the quantities indicated in its forecasts by more than the percentages indicated in the table below. A conforming purchase order must conform with each parameter set out below; the variances permitted are to be considered separately and not cumulatively.

--------------------------------------------------------------------------------
Time Between Relevant       Minimum Quantity of        Maximum Quantity of
Forecast and Required       Product on Purchase Order  Product on Purchase Order
Shipments on Purchase Order
--------------------------------------------------------------------------------
Forecast Provided 1 Month              100%                      100%
Before Shipments Scheduled
on Purchase Order
--------------------------------------------------------------------------------
Forecast Provided 2 Months             100%                      110%
Before Shipments Scheduled
on Purchase Order
--------------------------------------------------------------------------------
Forecast Provided 3 Months             80%                       120%
Before Shipments Scheduled
on Purchase Order
--------------------------------------------------------------------------------
Forecast Provided 6 Months             50%                       150%
Before Shipments Scheduled
on Purchase Order
--------------------------------------------------------------------------------

8.8 Purchase Orders

8.8.1 Function of Purchase Orders. Each Party will formally order kits, instruments, components, accessories, software, and replacement parts, ("Products") from the other Party and schedule shipments ("Delivery Dates") by issuing its regular purchase order ("Order") to the other Party. Each Order will include: (i) unit quantity; (ii) unit price; (iii) shipping destination; (iv) Delivery Date; and (v) other instructions or requirements pertinent to the Order. Both parties may schedule regular intervals for deliveries by an appropriate Order setting forth the intervals. This Agreement will control and take precedence over the terms of an Order if there is any inconsistency between this Agreement and an Order.

8.8.2 Order Acknowledgment. An Order will be deemed to have been placed as of the date of receipt of the Order. The receiving Party will promptly confirm the receipt of an Order electronically or through facsimile to the ordering Party within two working days. Orders that are within the allowed variances from the forecasts, as set out in Section 8.7, will be deemed accepted upon receipt. All Orders will be deemed accepted if the receiving Party does not reject the Order or non-conforming item on the Order, in whole or in part, within ten business days of receipt of the Order. If an Order exceeds the Forecast or shortens the Lead Time, the receiving Party will use reasonable efforts to fill such excess or accommodate such shorter Lead Time.

8.8.3 Submission of Regular Monthly Purchase Orders. Each Party will submit to the other Party its Purchase Order for Products to be purchased and delivered during any month at least 60 days before the beginning of such month.

8. 9 Standard Payment Terms. Each Party will pay for Products, in US dollars, net 37 days, after the latest of. (a) receipt by the receiving Party of an appropriate invoice from the shipping Party; or (b) receipt by the Party of the corresponding Products or Parts. Except as other-wise provided in this

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Agreement, associated freight expenses and duties will be paid directly by the receiving Party. Neither Party will be liable for any costs related to or payments for unordered or Nonconforming Products.

8.10 Prototypes and Products Delivered During Development Project. During the Lab Prototype Phase, the Parties will provide the parts, hardware components, software, and labor to make and allocate lab prototypes,, in accordance with the Gemini Project Plan. This will be done without charge to or receiving reimbursement from the other Party, irrespective of where the lab prototypes will be sent, who will get the lab prototypes, or how the lab prototypes will be used. During the Production Prototype Phase, the Parties may provide the parts, hardware components, software and labor to upgrade some of the lab prototypes to become production prototypes. The Parties will also provide the parts, hardware components, software, and labor to make new production prototypes. The Parties will allocate the production prototypes between the Parties, in accordance with the Gemini Project Plan, without charge to or receiving reimbursement from the other Party, irrespective of where the production prototypes will be sent, who will get the production prototypes, or how the production prototypes will be used. During the Pilot Run Phase, the Parties may upgrade some of the production prototypes to become pilot run instruments, and the Parties will make additional pilot run instruments. The Parties will distribute the pilot run instruments in accordance with the Gemini Project Plan, The pilot run instruments will be treated as customer units for purposes of determining and allocating costs and payments between the Parties. Bruker will pay HP for all HP Gemini Kits, HP Gemini R&D Kits, and HP Ship Kits (or their equivalents in components and parts) incorporated into the pilot run instruments, as though Bruker had ordered the components for its regular manufacturing. HP will pay Bruker for all the pilot run units that are delivered to HP, as though the units were ordered for customer shipments. If one Party has purchased and famished the separately procured items for a unit that is distributed to the other Party, the other Party will reimburse the procuring Party for such separately procured items.

ARTICLE 9 - HP'S MINIMUM PURCHASE COMMITMENT, INITIAL PURCHASE
ORDER AND DISPOSITION OF HP'S SECURITY DEPOSIT/DONVN PAYMENT

9.1 Minimum Purchase Commitment by HP. HP will purchase a minimum of [*](4) units of the Gemini NIS during the two years following shipment release.

9.2 HP's Initial Purchase Order. As assurance for HP's minimum purchase commitment recited above, HP will issue a new purchase order for this minimum quantity after completion of the Production Prototype phase. This new purchase order will replace and automatically cancel existing HP Purchase Order #23732322. Notwithstanding anything to the contrary in Sub-Section 8.7.3,
Section 8.8, and Section 8.9, (a) HP will not submit regular purchase orders until the [*] units ordered on its initial purchase order have been allocated for deliveries; instead HP will issue call offs or use another mutually acceptable procedure to advise Bruker of shipping destinations, Delivery Dates, and other instructions for each of the [*] units; (b) HP will pay for the first
[*] units, including the pilot run units, as provided in Section 9.5 below.

9.3 Security Deposit/Down Payment Previously Paid by HP to Bruker. Under the terms of the Old Agreement, HP submitted Purchase Order 923732322 to Bruker for
[*] Gemini units. HP paid Bruker

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[*] as a security deposit and down payment, with an expectation that Bruker would begin shipping Gemini systems to HP in [*](5).

9.4 Partial Refund of Security Deposit/Down Payment. Within five days of execution of this Agreement, Bruker will refund to HP, by wire transfer, the balance of the security deposit / down payment, including accrued interest, except Bruker will retain [*] as the security deposit/down payment for the first
[*] units of the Gemini MS . Thereafter, Bruker will pay HP interest within 30 days after the end of each HP Fiscal Quarter on any amounts that Bruker retains as a security deposit/down payment during such quarter. The interest rate for computing interest for such quarter will be the average of the LIBOR one-year index for such quarter divided by four.

9.5 Disposition of Security Deposit/Down Payment. Each time Bruker sells and delivers a Gemini MS to HP, Bruker will deduct [*] of transfer price from the security deposit/down payment and invoice HP for the remainder. When the balance of the security deposit/down payment is less than [*], Bruker will apply the balance to HP's purchase of the next Gemini MS and invoice HP for the difference. If Bruker fails to develop the Gemini/Gemini R&D MS in a timely manner in accordance with the Gemini Project Plan, or if Bruker terminates this Agreement before the security deposit/down payment has been used up in the normal course of selling products to HP, Bruker shall immediately refund to HP the remaining balance of the security deposit/down payment. If HP does not order sufficient products to deplete the security deposit/down payment through no fault of Bruker, HP will forfeit any remaining security deposit/down payment.

9.6 Delay in Initial Shipment. If the initial shipment of the Gemini MS is delayed beyond the scheduled shipment date of [*], Bruker will refund to HP [*] of the Security Deposit for each Gemini MS that HP forecasts, on its forecast immediately preceding the delay, for delivery during the period of the delay, until the initial shipment occurs.

ARTICLE 10 - WARRANTIES AND SUPPORT

10.1 HP Warranty. HP warrants that all HP Gemini Products, including the media on which HP software is fixed, will be free from defects in materials and workmanship for a period of 15 months from the date of shipment by HP to Bruker. If any HP part in any Gemini MS or Gemini R&D MS fails during manufacture or test at Bruker's factory as a result of such defect, Bruker may draw from its stock of HP parts to replace any such failed HP part and return such failed part to HP for replacement at no charge: or for credit. If any HP part in any Gemini R&D MS fails as a result of such defect after Bruker has shipped the Gemini R&D MS, but within 15 months of HP's shipment to Bruker, HP will provide a replacement part in exchange for such failed part at no charge. However, HP will not be responsible for paying for any labor or other expenses incurred in connection with replacing such part in the Gemini R&D MS.

10.2 Bruker Warranty. Bruker warrants that all Bruker Gemini Products, including the media on which Bruker software is fixed, will be free from defects in materials and workmanship for a period of

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15 months from the date of shipment by Bruker to HP. If any Bruker part in any Gemini MS fails as a result of such defect within 15 months of Bruker's shipment to HP, Bruker will provide a replacement part in exchange for such failed part at no charge. However, Bruker will not be responsible for paying for any labor or other expenses incurred in connection with replacing such part in the Gemini MS.

10.3 Replacement Parts. Each Party will prepare a list of parts (by part number and description) that it will make available as replacement parts under its warranty and that it will sell for customer support. In preparing these lists, each Party will determine whether to furnish individual parts or assemblies of parts as replacement parts. Each Party also will determine and specify the lead-time for ordering and the lot quantity for each listed replacement part. Each Party also will determine the distribution channel(s) that it will use in selling the replacement parts or making them available to the other Party. The prices that each Party will charge the other Party for replacement parts or the formula that will be used to determine such prices is set out in the "Pricing of HP Kits, Accessories, and Software and Bruker Instruments, Accessories, and Software".

10.4 Return of Failed Parts and Failure Reports. HP will send to Bruker all failed electronic boards that HP replaces for its customers, at Bruker's expense. If Bruker requests HP to send other failed parts to Bruker, HP will use reasonable efforts to send such other failed parts to Bruker , at Bruker's expense. If HP requests Bruker to send any failed parts to HP, Bruker will use reasonable efforts to send such failed parts to HP, at HP's expense. Whether or not any failed part is returned, the par-ties will provide each other with failure information to facilitate corrective action by the Party that made the part.

ARTICLE 11 - NEW DEVELOPMENT PROJECTS

11.1 Upgrades to Gemini/Gemini R&D MS and New ITMS. The Parties will begin considering upgrades to the Gemini/Gemini R&D MS and/or the design of the next generation platform (under the code name [*](6)), at the end of the Gemini Production Prototype Phase. If the Parties decide to jointly develop a major upgrade to the Gemini/Gemini R&D MS or to jointly develop the [*] or any other ITMS, the Parties will use Lifecycle Planning, including the preparation of Lifecycle Documents for the project. Neither Party will be obligated to commence or to finish any joint development of an upgrade or new product unless both Parties formally adopt the Lifecycle Documents for the upgrade or new product, and both Parties agree to a set of prices at which the Parties will sell components and products to one another.

11.2 RP Developments of Technologies in HP Core Areas. HP anticipates that it will continue making improvements in the HP Core Areas. HP will inform Bruker product, project and program management of any improvements that HP develops and incorporates into any of its ITMS instruments during the Engineering Collaboration Period. Both Parties will share technology improvements in their core areas to assure that both Parties' products are competitive in basic areas of MS and MS/MS performance such as sensitivity, mass range, resolution, etc. Upon meeting the required competitive levels, the parties will discuss and mutually agree how to differentiate their products.

11.3 Bruker Developments of Technologies in Bruker Core Area. Bruker anticipates that it will continue making improvements in the Bruker Core Areas. Bruker will inform HP products, project and

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program management of any improvements that Bruker develops and incorporates into any of its ITMS instruments during the Engineering Collaboration Period. Both Parties will share technology improvements in their core areas to assure that both Parties' products are competitive in basic areas of MS and MS/MS performance such as sensitivity, mass range, resolution, etc. Upon meeting the required competitive levels, the parties will discuss and mutually agree how to differentiate their products.

ARTICLE 12 - EMPLOYEE RELATIONS

12.1 Visiting Employees. Each Party will perform most of its tasks on its own premises. However, employees of each Party will visit the other Party's premises on a regular basis during the Engineering Collaboration Period. Regardless of the duration of any such visit, the visiting employee will not be deemed an employee of the Host Party. The visiting employee's regular employer will continue to be responsible for the employee's wages, benefits and payroll taxes, and (unless otherwise agreed by the Parties) reimbursable expenses. Each visiting employee will abide by the safety and security rules of the Host Party.

12.2 Sensitive Information. A visiting employee may inadvertently observe or overhear information that a reasonably prudent person would recognize as confidential or proprietary. If this happens, the employee will treat such information as belonging to the Host Party and will not disclose it to anyone or use it for any purpose without first inquiring of the Host Party.

12.3 Recruiting. No Party may recruit any employee assigned by another Party to work on the Project while such employee works on the Project or within one year thereafter. However, such employee may take the initiative to apply for employment with the other Party and such other Party may offer employment to such employee.

ARTICLE 13 - CONFIDENTIAL INFORMATION

13.1 Confidential Information. "Confidential Information" means (a) written information that is marked as confidential at the time of disclosure and (b) unwritten information that is treated as confidential at the time of disclosure and designated as confidential in a written memorandum sent to the recipient within thirty days of disclosure, summarizing the information sufficiently for identification.

13.2 Duty of Care. Each Party receiving Confidential Information under this Agreement will protect it by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the recipient uses to protect its own confidential information of a like nature.

13.3 Persons Who May Receive Information. A recipient may disclose Confidential Information only to its employees and consultants who have a need to know such information to carry out their duties. All such employees and consultants must be obligated by written agreement to give substantially the same protection to the Confidential Information as is provided herein.

13.4 Use of Confidential Information. HP may use Bruker's Confidential Information only for the purpose of understanding technologies associated with such disclosures, for developing ITMS products under this agreement, and for such purposes as may be permitted under Article 14. Bruker may use HP's

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Confidential Information only for the purpose of understanding technologies associated with such disclosures, for developing ITMS products under this agreement, and for such purposes as may be permitted under Article 14.

13.5 Disclosures Under Prior Agreements. As of the Effective Date, this Agreement will govern any disclosure of Confidential Information pertinent to the Project under any prior agreement.

13.6 Exclusions. The provisions of this Article shall not apply to any information:

(a) that was already in recipient's possession before disclosure by the disclosing Party,

(b) that is, or after it becomes, a matter of public knowledge through no fault of recipient,

(c) that is rightfully received by recipient from a third party without a duty of confidentiality,

(d) that is disclosed by the disclosing Party to a third party without imposing a duty of confidentiality on the third party, or

(e) that is developed independently by employees of the recipient with no access to the Confidential Information.

A recipient may disclose Confidential Information when required by law, but only to the extent so required, provided that the recipient gives the disclosing Part), reasonable advance notice so that the disclosing Party can protect its interests.

13.7 Term. The recipient's obligations of confidentiality expires three years after the expiration or termination of the Engineering Collaboration Period.

ARTICLE 14 - DEVELOPMENT INVENTIONS AND OTHER INTELLECTUAL
PROPERTY CREATED DURING DEVELOPMENT PROGRAMS

14.1 Invention. "Invention" means anything that comprises patentable subject matter under the U.S. Patent Law (Title 35, U.S. Code Section 101)

14.2 Development Invention. "Development Invention" means an invention comprising, or embodied in, an ITMS or a component thereof, or a process practiced or implemented in or by an ITMS made or developed, by one or more employees of either Bruker or HP, during the Engineering Collaboration Period.

14.3 Ownership of Development Inventions. A Development Invention made or developed solely by Bruker employees ("a Bruker Development Invention") is deemed to be solely owned by Bruker. A Development Invention made or developed solely by HP employees ("an HP Development Invention") is deemed to be solely owned by HP. A Development Invention made or developed jointly by employees of both Parties ("a Joint Development Invention") is deemed to be owned by both Parties. For purposes of Section 14.5 and Section 14.6 below, a Bruker Development Invention will be considered solely owned by Bruker, and an HP Development Invention will be considered solely owned by HP, notwithstanding any assignment or partial assignment of any ownership by a Party to any other party.

14.4 Disclosure of Development Inventions. Each Party will disclose to the other Party all Development Inventions, including Joint Development Inventions, made or developed by its employees.

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14.5 Obtaining and Maintaining Patents Covering Development Inventions. Each Party will determine, in its sole discretion, whether and where to file patent applications covering Development Inventions of which it is the sole owner. Each Party will be solely responsible for the prosecution of patent applications and the maintenance of patents covering Development Inventions of which it is the sole owner. With respect to Joint Development Inventions, the Parties will be governed by the provisions of Section 143 in determining whether and where to file patent applications and in allocating responsibility for the prosecution of patent applications and the maintenance of patents.

14.6 Licenses Regarding Solely Owned Development Inventions. The provisions of this Section 14.6 and the Sub-sections hereunder relate and extend only to solely owned Development Inventions and grant no rights to exploit any other inventions or under any patents covering any other inventions.

14.6.1 Licenses to Each Other Regarding Development Invention Within Owner's Core Area. With respect to each solely owned Development Invention in the owner's Core Areas, the owning Party hereby grants and will grant to the other Party, for the duration of the Engineering Collaboration Period and for 2 years there after a world-wide, non-exclusive, royalty-free, paid -up license to use, offer to sell, sell and import ITMSs that constitute, embody, or incorporate such Development Invention and to practice any process(es) constituting or embodying such Development Invention in using ITMSs with the right to grant sublicenses to the other Party's Affiliates, but without the right to grant sublicenses to non-Affiliates. Such license extends and will extend to all patents covering the Development Invention and to trade secrets embodied in the Development Invention, but not to copyrights in computer programs. Such license specifically excludes the right to make, or have made, i.e. the license is not a manufacturing license.

14.6.2 Licenses to Each Other Regarding Development Invention In Other Party's Core Area. With respect to each solely owned Development Invention in the other Party's Core Areas, the owning Party hereby grants and will grant to the other Party a world-wide, non-exclusive, royalty-free, paid-up, perpetual. license to make, have made, use, offer to sell, sell, and import products that constitute, embody, or incorporate such Development Invention and to practice any process(es) constituting or embodying such Development Invention in manufacturing or using products, in all fields, with the right to grant sublicenses to the other Party's Affiliates, but without the right to grant sublicenses to non-Affiliates. Such license extends and will extend to all patents covering the Development Invention and to trade secrets embodied in the Development Invention, but not to copyrights in computer programs.

14.6.3. Licenses to Each Other Regarding Development Invention In Neither Party's Core Area. With respect to each solely owned Development Invention that is in neither Party's Core Areas, the owning Party hereby grants and will grant to the other Party, for the duration of the Engineering Collaboration Period and for two years thereafter, a world-wide, non-exclusive, royalty-free, paid-up license to use, offer to sell, and import ITMSs that have been developed jointly by the Parties hereunder that constitute, embody, or incorporate such Development Invention and to practice any process(es) constituting or embodying such Development Invention in using ITMSs that have been developed jointly by the Parties hereunder, with the right to grant sublicenses to the other Party's Affiliates, but without the right to grant sublicenses to non-Affiliates. Such license extends and will extend to all patents covering the Development Invention and to trade secrets embodied in the Development

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Invention, but not to copyrights in computer programs. Such license specifically excludes the right to make or have made, i.e., the license in not a manufacturing license.

14.6.4 Licenses to Third Parties. Each Party will determine, in its sole discretion, whether, and to whom else, it will grant additional licenses and the terms of such licenses with respect to its solely owned Development Inventions.

14.7 Joint Development Inventions

14.7.1 Joint Development Inventions In Bruker Core Areas. If the subject matter of a Joint Development Invention is exclusively in Bruker Core Areas: (1) Bruker shall have the first right to determine whether to seek patents on such invention; (2) if Bruker decides to file one or more patent applications on such invention, upon request by Bruker, HP will assign its rights to any patent application and any patent issuing from such patent application covering such invention, and Bruker may file and prosecute such patent applications solely in its name; and (3) HP shall retain, and Bruker shall grant to HP under the patents issuing from such patent applications, a royalty-free, nonexclusive, perpetual license to make, have made, import, offer to sell, sell, and use products that incorporate the invention, with the right to grant sublicenses to its Affiliates, but without the right to grant sublicenses to non-Affiliates. If Bruker decides not to file a patent application on a Joint Development Invention in Bruker Core Areas, or if Bruker does not timely request HP to assign HP's rights to file a patent application on such Joint Development Invention, the Joint Development Invention will be treated as a Joint Development Invention in neither Core Areas under the provisions of Section 14.7.3.

14.7.2 Joint Development Inventions In HP Core Areas. If the subject matter of a Joint Development Invention is exclusively in HP Core Areas: (1) HP shall have the first right to determine whether to seek patents on such invention; (2) if HP decides to file one or more patent applications on such invention, upon request by HP, Bruker will assign its rights to any patent application and any patent issuing from such patent application covering such invention, and HP may file and prosecute such patent applications solely in its name; and (3) Bruker shall retain, and HP shall grant to Bruker under the patents issuing from such patent applications, a royalty-free, nonexclusive, perpetual license to make, have made, import, offer to sell, sell, and use products that incorporate the invention, with the right to grant sublicenses to its Affiliates, but without the right to grant sublicenses to non-Affiliates. If HP decides not to file a patent application on a Joint Development Invention in HP Core Areas, or if HP does not timely request Bruker to assign Bruker's rights to file a patent application on such Joint Development Invention, the Joint Development Invention will be treated as a Joint Development Invention in neither core areas under the provisions of Section 14.7.3.

14.7.3 Joint Development Inventions In Neither Core Areas or in Both Core Areas. Joint inventions that are in neither Party's Core Areas, or simultaneously in both Party's Core Areas, will be owned jointly, and both parties will try to resolve by mutual agreement who takes the lead in filing patents on such inventions.

14.8 Inventions Prior to Effective Date. The Provisions of this Article 14 will apply to all Development Inventions-made during the Engineering Collaboration Period, whether made during the validity of the Old Agreement or after the Effective Date of this Agreement, except that with respect to any invention covered by the Old Agreement for which a patent has issued or for which a patent

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application has been filed in any country in the names of both Parties, all patents issued in all countries covering such invention will be assigned to both Bruker and HP in accordance with the Old Agreement.

14.9 Licenses to Each Other on Pre-existing Intellectual Property. With respect to any HP or Bruker inventions, patents, know-how or trade secrets that existed before the Old Agreement was signed ("Pre-existing Intellectual Property"), the owning Party hereby grants and will grant to the other Party, for the duration of the Engineering Collaboration Period and for two years thereafter, a world-wide, non-exclusive, royalty-free, paid-up license to use, offer to sell, sell and import ITMSs that have been developed jointly by the Parties hereunder that constitute, embody, or incorporate such Pre-existing Intellectual Property and to practice any process(es) constituting or embodying such Pre-existing Intellectual Property in using ITMSs that have been developed jointly by the Parties hereunder, with the right to grant sublicenses to the other Party's Affiliates, but without the right to grant sublicenses to non-Affiliates. Such license does not extend to copyrights in computer programs. Such license specifically excludes the right to make or have made, i.e., the license in not a manufacturing license. The license also extends to the Esquire-LC.

14.10 Implied Licenses. The Parties acknowledge that with respect to any invention of a Party that such Party embodies in or incorporates into the Gemini MS / Gemini R&D MS or a component thereof, any purchaser of the Gemini MS / Gemini R&D MS will have an implied license under any patent that may cover such invention permitting such purchaser to use, to offer for sale, and to sell such patented invention when using or selling such Gemini MS / Gemini R&D MS.

14.11 Ownership of Copyrights in Works of Authorship. The copyright in a document and in any software or firmware code, written solely by employees of one Party, shall be owned solely by that Party. The copyright in a document and in any software or firmware code, written by employees of both Parties shall be owned by both Parties.

14.12 Trade Secrets in and Legends to be Applied to Documents. If a document or software or firmware code includes or incorporates a trade secret of either Party, the Party that creates such document or software or firmware must include a legend on the document or embedded in the code designating such document or code as "Confidential" or "Proprietary" with the name of the Party whose trade secret is incorporated (or names of both Parties if trade secrets of both Par-ties are incorporated). Notwithstanding the ownership of the copyright in a work by one or both Parties, if the work incorporates or is based upon Confidential Information disclosed by one or both Parties or developed as Confidential Information in the Gemini Program or in connection with any other matters covered by this Agreement, the work may be used and distributed only in accordance with the provisions governing the use and distribution of Confidential Information herein.

14.13 License to Use HP Software. HP will make available for purchase by Bruker, as set out in Section 8.1, CDs containing certain optional computer application programs covered by HP copyrights. HP hereby grants to Bruker a license, under HP's copyright in each computer application program for which Bruker has paid the license fee, to install and to execute the program on one computer. Bruker will transfer to Bruker's customer the license when Bruker transfers the CDs containing such computer application program or when Bruker transfers the computer on which such computer application program is installed. Bruker will pay HP the license fee (or purchase the CE, containing the optional

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computer application program) for each computer on which an HP optional computer application program is installed or executed.

14.14 License to Use Bruker Software. Bruker will make available for purchase by HP, as set out in Section 8.2, CDs containing certain optional computer application programs covered by Bruker copyrights. Bruker hereby grants to HP a license, under Bruker's copyright in each computer application program -for which HP has paid the license fee, to install and to execute the program on one computer. HP will transfer to HP's customer the license when HP transfers the CDs containing such computer application program or when HP transfers the computer on which such computer application program is installed. HP will pay Bruker the license fee (or purchase the CD containing the optional computer application program) for each computer on which a Bruker optional computer application program is installed or executed.

14.15 License to Copy and Distribute Documents. Each Party grants to the other Party a non-exclusive, royalty-free, worldwide license under its copyrights in any technical paper or brochure describing or applicable to the Gemini MS / Gemini R&D MS to make and distribute copies thereof and to make derivative works thereof and to make and distribute copies of such derivative works

ARTICLE 15 - REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

15.1 Third Party Confidential Information. Each Party represents and warrants to the other Party that it will not furnish to the other Party, incorporate in any works furnished to the other Party or use in any deliverable in the Gemini Project any confidential information of any third party without permission of such third party.

15.2 Third Party Works of Authorship. Each Party represents and warrants to the other Party that it will not furnish to the other Party, incorporate in any works furnished to the other Party, or use in any deliverable in the Gemini Project any copyrighted works of any third party without permission of such third party.

15.3 Third Party Patents. Each Party represents and warrants to the other Party that it will not furnish to the other Party, incorporate in any works furnished to the other Party, or use in any deliverable in the Gemini Project any product, data, information, know-how, or process that such Party reasonably believes may infringe or conflict with any patent rights of a third party, unless such Party also furnishes to such other Party a warning of such possible infringement or conflict and information known by such Party about such possible infringement or conflict. Neither Party has a duty under this Agreement to conduct a patent search or infringement study. Except as expressly set forth elsewhere in this Agreement, neither Party warrants against infringement of third-party patent rights.

15.4 Disclaimers of Express and Implied Warranties. Except as expressly set forth elsewhere in this Agreement, each Party expressly disclaims any express or implied warranties, including without limitation the warranties of merchantability and fitness for a particular purpose.

ARTICLE 16 - CONFLICTS WITH THIRD PARTY INTELLECTUAL PROPERTY
RIGHTS

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16.1 Claims Directed to Bruker Core Areas.

16.1.1 Bruker's Duty To Defend. Bruker will, at its expense, defend or settle any third party claim asserted against HP based on an allegation of infringement of a third party's intellectual property rights in the Bruker Core Areas. Bruker will pay all costs, damages and expenses awarded by a court or agreed to in settlement, arising from such third party claim against HP.

16.1.2 HP's Duty To Notify and Cooperate. HP will give Bruker prompt notice of any third party claim, tender the defense, permit Bruker to control the defense, and provide information and reasonable assistance to Bruker at HP's expense.

16.2 Claims Directed to HP Core Areas.

16.2.1 Duty To Defend. HP will, at its expense, defend or settle any third party claim asserted against Bruker based on an allegation of infringement of a third party's intellectual property rights in the HP Core Areas. HP will pay all costs, damages and expenses awarded by a court or agreed to in settlement, arising from such third party claim against Bruker.

16.2.2 Bruker's Duty To Notify and Cooperate. Bruker will give HP prompt notice of any third party claim, tender the defense, permit HP to control the defense, and provide information and reasonable assistance to HP at Bruker's expense.

16.3 Either Party's Right to Defend. The party providing any indemnification under this Section 16 shall have complete control of the defense and settlement of the matter subject to indemnification. If an indemnified party under Section 16 decides to retain its own counsel in connection with the matter where it is receiving indemnification, such indemnified party shall do so at its sole cost and expense, and such counsel shall have no role other than a monitoring role.

16.4 Other Third Party Claims. Each party will be responsible for its own defense against third party claims not covered by the provisions above. The parties will co-operate with one another in defending against such third party claims.

16.5 Pending Litigation. Bruker will assume the complete defense of the existing ITMS law suit and any new law suits brought by Finnigan Corporation against the Parties in Bruker's Core Areas as of the Effective Date and will be solely responsible for the selection of counsel and prosecution or settlement of the suit. HP will provide reasonable assistance to Bruker upon request, at HP's expense. Bruker will pay all costs of the defense incurred after the Effective Date. Bruker will pay any settlement and any final adverse judgment. Bruker is not liable for any of HP's defense costs incurred prior to the Effective Date.

ARTICLE 17 - RESPONSIBILITIES FOR SALES OF ESQUIRE-LC SYSTEMS

17.1 Co-Branding. Bruker will continue to affix the trademarks and logotypes of both Bruker and HP to the Esquire-LC systems that Bruker makes.

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17.2 Sales of Esquire Kits. HP will continue to sell to Bruker the HP Esquire-LC Kit, the HP APCI accessory and certain HP software related to Esquire-LC to Bruker as is described in Appendix 4. Bruker may purchase the HP software and HP hardware related to Esquire-LC through Bruker's OEM and DTD agreement with HP at the prices set out in such agreements. The prices for the Esquire-LC kits and APCI accessory are set out in an exhibit entitled "Pricing of HP Esquire-LC kits and APCI accessory" which is attached as Appendix 4. Bruker is responsible for determining the final amount of Esquire-LC kits to be ordered from HP.

17.3 Marketing Esquire-LC Systems in the United States and Canada

17.3.1 Division of Responsibilities. In the United States and Canada , HP's primary area of responsibility for promotion and sale of Esquire-LC Systems will be the commercial (for-profit) market plus HP's established customer base in the non-profit market. In the United States and Canada , Bruker's primary area of responsibility for promotion and sale of Esquire-LC Systems will be the non-profit market plus Bruker's established customer base in the commercial market. "Non-profit" means institutions such as governments, universities, hospitals, and research institutions that do not market products with an expectation of ultimately earning a profit. Representatives of HP and Bruker may, from time to time, meet to discuss whether each Party is effectively serving its primary area of responsibility, but nothing stated in this Section 17.3.1 or in any such meeting or discussion will prevent either Party from accepting, orders for Esquire-LC Systems outside its primary area of responsibility.

17.3.2 Purchases of Esquire-LC Systems and Accessories. HP may purchase Esquire-LC Systems and related accessories,, such as the Bruker nanoelectrospray ionization source, from Bruker for resale to commercial customers in the United States and Canada. Such purchases will be at transfer prices equal to Bruker's list prices in effect when HP submits its order, less a [*](7) discount. HP also may purchase the Bruker nanoelectrospray ionization source, for resale with the HP 1100 Series LC/MSD at a transfer price equal to Bruker's list price for the nanoelectrospray accessory in effect when HP submits its order, less an [*] discount.

17.3.3 Service and Support of Esquire-LC Systems.

17.3.3.1 HP will, at HP's expense, provide demos, first-line phone service and field support for simple problems, administration of warranties and service, hardware warranty of HP products and parts, and support for applications software arising from HP sales of Esquire-LC Systems.

17.3.3.2 Bruker will, at Bruker's expense, provide installation services for Esquire-LC systems (but not the HP 1100),, phone support and field service for serious problems, hardware warranty for products and parts not supplied by HP, software phone support, and support for applications (at the factory only). If Bruker's sales and service affiliate does not provide such services in a timely manner, HP may contact Bruker and Bruker either will dispatch an engineer from the factory to provide the service or authorize HP to provide the service, in which case HP may invoice Bruker and Bruker will reimburse HP for HP's actual cost of providing such service for HP customers.

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17.4 Marketing Esquire-LC Systems in Other Countries.

17.4.1 Responsibilities. In Europe and other countries outside the United States and Canada, Bruker shall have primary responsibility for promotion and sales of Esquire-LC systems. In Europe and other countries outside the United States and Canada, HP shall promote and co-market the Esquire-LC with Bruker. From time to time HP can sell to HP's established customer base in Europe and other countries outside the United States and Canada. Nothing contained in this section 17.4.1 will prevent either party from accepting orders outside of its primary area of responsibility.

17.4.2 Commission for Sales of Esquire-LC Systems in Other Countries after Effective Date. Bruker will pay HP for promoting, marketing, and assisting., Bruker in selling Esquire-LC Systems in countries other than the United States and Canada by paying HP a commission upon each sale of an Esquire-LC System where substantive sales support is provided for a particular sale. The company receiving the sales lead and substantive sales support has the sole responsibility to determine whether or not the consummated sale was a direct result of the sales lead and sales support passed on by the other company. The commission on all such sales after the effective date will be [*](8) of -the net value of the order exclusive of all commissions, freight charges, duties or taxes.

17.4.3 Reports of Sales and Payments of Commissions. Bruker will report its sales and shipments of Esquire-LC Systems in all countries on a monthly basis within three business days after the end of each month. Bruker will pay all commissions due HP within 15 days after the end of each HP Fiscal Quarter.

17.4.4 Commission for Sales of Esquire-LC Systems in Other Countries Prior to Effective Date. Bruker has paid HP a sales commission of [*] rate of the German list price on sales of six Esquire-LC systems. This payment was in addition to the commission already paid by Bruker on three Esquire-LC systems sold under Amendment 3 of the Old Contract. HP agrees that Bruker does not owe HP any additional commissions for sales of ESQUIRE-LC systems prior to the Effective Date.

17.5 Marketing of other Products Not Using Shared Technology Nothing contained in this Article 17 will be construed in any way to restrict or limit either Party with regard to promotion, distribution or sale of either Party's non-ITMS products that do not incorporate shared technology.

ARTICLE 18 - DISPOSITION OF RESEARCH FUNDS

HP heretofore paid Bruker [*] to help fund development of the Esquire/Gemini product line under the Old Agreement. If the Gemini MS and Gemini R&D MS are developed and introduced in accordance with the Gemini Project Plan, or mutually agreed upon changes to the Gemini Project Plan, Bruker will permanently retain the [*]. Otherwise, Bruker will forwith refund all of the [*] to HP.

ARTICLE 19 - PUBLICITY

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19.1 Endorsements. Bruker and HP will consider each other's reasonable requests for endorsements of technical capabilities or the technology in each Party's respective core area. However, neither Party is obligated to endorse or give public testimonials respecting the other.

19.2 Publicity. The Parties will collaborate respecting publicity. Neither Party will issue any notice to third parties or generate any publicity concerning this Agreement or the relationship of the Parties without the prior written consent of the other, except as may be required by law.

ARTICLE 20 - TERM, TERMINATION AND EXCLUSIVITY

20.1 Engineering Collaboration on the Gemini/Gemini R&D and Other ITMS. The initial term of engineering collaboration on ITMS products, including the Gemini/Gemini R&D MS, commenced on January 19, 1996, under the Old Agreement, and will continue under this Agreement through [*](9). The Parties will continue their engineering collaboration after [*], for successive terms of one year through [*], unless one Party gives notice to the other Party, on or before [*] or September 1 of any subsequent year, that such Party does not want to extend the collaboration beyond the end of that year. The period of time from January 19, 1996, through the termination of engineering collaboration on [*], or on such date in such later year, up to [*], if the Parties extend the engineering collaboration, will be called the Engineering Collaboration Period. Certain provisions of this Agreement related to the engineering collaboration, specifically Section 2.9 - Meetings and Reviews, Article 3 - Over-view of the Gemini Program, Article 4 - Specifications for the Gemini/Gemini R&D MS, Article
5 - Design and Development of the Gemini/Gemini R&D MS, Article 11 - New Development Projects, Article 19 - Publicity, and Section 20.2.1 - Exclusivity will be in effect from the Effective Date until [*], and will be the extended automatically each year for an additional period of one year through [*], unless one Party gives notice to the other Party, on or before [*], or September 1 of any subsequent year, that such Party does not want to extend the collaboration beyond the end of that year, in which case these provisions will expire or terminate upon the expiration or termination of the engineering collaboration (
i.e. the end of the Engineering Collaboration Period). After the Engineering Collaboration Period neither Party will have any obligations; under such provisions. The obligations of the Parties to disclose inventions, as provided in Section 14.4, extends beyond the Engineering Collaboration Period, but applies only to inventions made during the Engineering Collaboration Period. The obligations to grant licenses under patents covering Development Inventions, as provided in Article 14, extends beyond the Engineering Collaboration Period, but applies only to Development Inventions made during the Engineering Collaboration Period.

20.2 Exclusivity.

20.2.1 Exclusivity during the Collaboration Period. During the Engineering Collaboration Period, HP will not design, develop or manufacture an RIF ITMS, except as provided herein, or enter into any agreement with a third party for the design, development, manufacture or distribution of an RIF ITMS, other than an RF ITMS jointly developed by the Parties hereunder. However, HP's unrestricted right to distribute the Gemini and its successor products developed under this Agreement shall not be limited by this Section 20.2. 1.

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During the Engineering Collaboration Period, Bruker will not design, develop or manufacture a commercial LC/MS/MS API-ITMS, except the Gemini R&D and its successor products, as provided in this Agreement, or enter into any agreement with a third party analytical instruments company for the design, development, manufacture or distribution of a commercial LC/MS/MS API-ITMS, other than an RF UMS jointly developed by the Parties hereunder. However, Bruker's unrestricted right to distribute the Gemini R&D and its successor products developed under this Agreement shall not be limited by this Section 20.2. 1.

A specific exception to this exclusivity section 20.2.1, is that Bruker always has the unencumbered right to design and develop any ITMS technology and systems for final customers in the Department of Defense, other government agencies, or their prime contractors or subcontractors for use in the course of their work on a government contract.

Moreover, during the Engineering Collaboration Period and thereafter, Bruker has the unencumbered right to give non-exclusive licenses for its ITMS technology to any other party at any time at Bruker's sole discretion. Similarly, HP has the right to give non-exclusive licenses for its technology to any party at any time.

20.2.2 Exclusivity if HP gives notice. If HP gives notice to Bruker, pursuant to section 20.1, that it does not want to extend the Engineering Collaboration Period, then (1) HP shall not directly market or distribute any ITMS-based products, other than ITMS systems procured from Bruker, and Bruker shall continue to make such systems available to HP at competitive pricing and performance, for a period of four years from the date that HP gives such written notice, and (2) HP shall continue to make the components which it is selling to Bruker at the time of the notice available to Bruker at competitive pricing and performance, for a minimum of two years from the date that HP gives such written notice. Both Parties will develop a mutually agreed upon plan to maintain a competitive advantage for instrument pricing and performance compared with other state of art ITMS systems during the post-Collaboration period. Both parties will continue to supply parts to each other beyond the minimum two year period pursuant to Section 20.3.

20.2.3 Exclusivity if Bruker gives notice. If Bruker gives notice to HP, pursuant to Section 20.1, that it does not want to extend the Engineering Collaboration Period, then neither Party is under any continuing obligation under this Section 20.2. If Bruker gives written notice that it does not want to extend the Engineering Collaboration Period, then for a period of two years from the date that Bruker gives written notice (1) Bruker shall continue to make ITMS systems jointly developed under this agreement available to HP at competitive pricing and performance, as provided in Section 20.3, and (2) HP shall continue to make the components which it is selling to Bruker at the time of the notice available to Bruker at competitive pricing and performance. Both Parties will develop a mutually agreed upon plan to maintain a competitive advantage for instrument pricing and performance compared with other state of art ITMS systems during the post-collaboration period. Both Parties will continue to supply parts to each other beyond the minimum two year period pursuant to Section 20.3.

20.3 Manufacturing and Selling Gemini Products and Other ITMS Products. Notwithstanding the expiration or termination of the Engineering Collaboration Period, the Parties will continue to manufacture and sell to each other Gemini Products, and any comparable or successor products for any other ITMS jointly developed by the Parties under this Agreement, in accordance with Article 7 and

41BRUKER-HP Collaboration Agreement 29

CONFIDENTIAL HEWLETT-PACKARD - BRUKER

Article 8 for at least two years after the expiration of the Engineering Collaboration Period. If Bruker obsoletes the Gemini R&D MS and removes the product from its price list, or if the number of HP Gemini R&D Kits that Bruker orders from HP declines below 5 per calendar quarter for two successive quarters, HP may notify Bruker that HP will discontinue manufacturing HP Gemini Products, in which event, HP will allow Bruker to make one last-time buy of HP Gemini Products, within three months of such notice, after which HP will no longer be obligated to accept purchase orders for or sell HP Gemini Products to Bruker. If HP obsoletes the Gemini MS and removes the product from its price list, or if the number of Gemini MS that HP orders from Bruker declines below 5 per calendar quarter for two successive quarters, Bruker may notify HP that Bruker will discontinue manufacturing Bruker Gemini Products, in which event, Bruker will allow HP to make one last-time buy of Bruker Gemini Products, within three months of such notice, after which Bruker will no longer be obligated to accept purchase orders for or sell Bruker Gemini Products to HP. Notwithstanding the preceding two sentences, each Party will sell replacement parts to the other, in accordance with Section 10.3, for at least five years after the later of the last sale of a Gemini MS by Bruker to HP or the last sale of an HP Gemini R&D Kit by HP to Bruker. This section 20.3 shall also apply to any HP and Bruker successor products developed under this Agreement.

20.4 Service and Support. Bruker will continue to provide service and support, both in- warranty and out-of-warranty, in accordance with Article 10, for at least five years after its last sale of a Gemini NIS to HP. HP will continue to provide service and support, both in-warranty and out-of-warranty, in accordance with Article 10, for at least five years after its last sale of an HP Gemini R&D Kit to Bruker. Bruker will not be required to provide a Failure Report under
Section 10.4 after HP's last sale of an HP Gemini R&D Kit to Bruker. HP will not be required to provide a Failure Report under Section 10.4 after Bruker's last sale of a Gemini MS to HP. This section 20.4 shall also apply to any HP and Bruker successor products developed under this Agreement.

20.5 Termination of Engineering Collaboration Period for Default.

20.5.1 Right to Terminate. If, during the Engineering Collaboration Period, either Party (a) commits a material breach of its obligations hereunder or (b) files for bankruptcy or receivership or does not dismiss a petition for involuntary bankruptcy filed against it within 60 days of such filing, either of which will be deemed a default hereunder, the other Party may terminate the Engineering Collaboration Period on a date earlier than that prescribed in
Section 20.1.

20.5.2 Material Breach. A material breach would include, by way of example and not a limitation: (1) failing to meet and. collaborate on critical tasks for which collaboration is required for the successful development of Gemini/Gemini /R&D MS or subsequent product, without good cause; (2) stopping work on the project to develop Gemini/Gemini /R&D MS or subsequent product, without good cause; (3) refusing to furnish parts, components, or instruments for which a Party is responsible to the other Party in accordance with the Gemini Project Plan (or the corresponding Project Plan for a new product), without good cause,
(4) disclosing or misusing Confidential Information of a Party, in violation of Article 13, to the material detriment of such Party; or (5) failing to make available improvements in a Party's Core Areas as required by Section 11.2 and
Section 11.3; (6) willfully failing to disclose Development Inventions (7) violating the exclusivity in Section 20.2, (8) failing to ship or being materially late in shipping Gemini Products or other products jointly developed hereunder; and (9) attempting to assign this Agreement in violation of Section 22.5.

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CONFIDENTIAL HEWLETT-PACKARD - BRUKER

20.5.3 Not Material Breach. The following, by way of example and not of limitation, would not be considered a material breach giving rise to the right to terminate engineering collaboration: (1) delays in the development of a product caused by Force Majeure or substantial unanticipated technical problems;
(2) failing to attain a desired target in the specifications; (3) inadvertent or minor delays in the development project that are promptly corrected; and (4) minor delays in manufacturing and delivering Gemini Products or other products jointly developed hereunder where such delays do not cause a significant disruption of the other Party's ability to sell and deliver products to its customers.

20.5.4 Notice and Opportunity to Cure Default and Resolve Dispute. Before terminating the Engineering Collaboration Period under this Section 20.5, a Party who has the right to terminate under Sub-Section 20.5.1, must send the other Party a written notice of default setting out the grounds for such early termination. The Party receiving such a notice of default must cure the default within 90 days of receipt of such notice. If it is not technically feasible to cure the default within such 90 days, then within such 90 days the Party receiving the notice of default must submit to the Party who has the right to terminate a mutually acceptable plan to cure the default and proceed to cure the default under such plan. If the Party in Default has not cured the default or presented a mutually acceptable plan to cure the default within such 90 days, the Party with the right to terminate may thereafter terminate the Engineering Collaboration Period by sending the Party in default a written notice formally terminating the Engineering Collaboration Period on the date specified in such notice. If the Party receiving a notice of default disputes in good faith the right of the other Party to terminate the Engineering Collaboration Period, it may, in addition to, or in lieu of, curing the default or presenting a mutually acceptable plan to cure the default, initiate actions to resolve the dispute in accordance with Article 21. If the Party receiving a notice of default initiates the dispute resolution process under Article 21 and proceeds in good faith to resolve the dispute, the Party sending the notice of default will postpone sending any notice formally terminating the Engineering Collaboration Period for an additional 90 days while the Parties are engaged in resolving the dispute. The Parties may continue trying to resolve any dispute under Article 21 even after a Party terminates the Engineering Collaboration Period under this Section
20.5. If the Parties resolve a dispute after the Engineering Collaboration Period has been terminated under this Section 20.5, the Parties may, by mutual agreement, rescind the early termination, in which event the Engineering Collaboration Period will be determined in accordance with Section 20. 1.

20.5.5 Consequences of Early Termination of Engineering Collaboration Period.

20.5.5.1 Termination By Either Party. If either Party terminates the Engineering Collaboration Period under this Section 20.5, neither Party will be obligated to collaborate on development projects thereafter. The obligations of the Parties under Section 2.9- Meetings and Reviews, Article 3 - Overview of the Gemini Program, Article 4 - Specifications for the Gemini/Gemini R&D MS, Article 5 - Design and Development of the Gemini/Gemini R&D MS, Article 11 - New Development Projects, Article 19 - Publicity, and Section 20.2.1 - Exclusivity will terminate. Notwithstanding the Early Termination of engineering collaboration, if the Parties have commenced manufacturing and selling Gemini/Gemini R&D Products, the Parties will continue their relationship in accordance with
Section 20.3.

20.5.5.2 Termination by Bruker. If Bruker terminates the Engineering Collaboration Period under this Section 20.5 for default by HP, Bruker may retain the Research Funds, but if Bruker has not shipped the minimum quantity of Gemini MS specified in Section 9.1, then Bruker will forthwith refund any

41BRUKER-HP Collaboration Agreement 31

CONFIDENTIAL HEWLETT-PACKARD - BRUKER

remaining Security Deposit. If Bruker terminates the Engineering Collaboration Period under this Section 20.5 for default by HP, then HP shall not market or distribute directly or indirectly any ITMS-based products, other than ITMS systems procured from Bruker, and Bruker shall continue to make such systems available to HP at competitive pricing and performance, for a period of four years after such early termination by Bruker; however, if Bruker is in default or subsequently commits a material breach of this Agreement or becomes in default, then this restriction upon HP will not apply.

20.5.5.3 Termination by HP. If HP terminates the Engineering Collaboration Period under this Section 20.5 for default by Bruker, prior to the market introduction of the Gemini MS, then Bruker will forthwith refund to HP the Research Funds according to Article 18. If HP terminates the Engineering Collaboration Period under this Section 20.5 for default by Bruker and if Bruker has not shipped the minimum quantity of Gemini MS specified in Section 9.1, then Bruker will forthwith refund to HP any remaining Security Deposit.

ARTICLE 21 - DISPUTES BETWEEN THE PARTIES

21.1 Initial Dispute Resolution. The Program Managers will meet and confer as needed to resolve any disputes between the Parties. If the Program Managers are unable to resolve a dispute, they will refer it to the Business Managers.

21.2 Escalation of Dispute. Any dispute that the Business Managers are unable to resolve will be referred to senior executives of the Parties. The senior executives will meet and confer in good faith to resolve the dispute.

21.3 Mediation. If the Parties have not resolved the dispute within thirty days of the first meeting of the senior executives, any Party may initiate formal mediation. Mediation will take place in Boston, Massachusetts unless the Parties agree otherwise. The Parties will select a mediator. If the Parties are unable to agree on a mediator, any Party may ask the American Arbitration Association to appoint a mediator with experience in the analytical chemistry industry. The mediator will agree in writing to hold in confidence any information that a Party designates as confidential. All communications made by the Parties in connection with mediation will be treated as settlement negotiations and will not be admissible in any other proceeding.

21.4 Litigation; Injunctions. If the Parties have not resolved the dispute through mediation within ninety days of the initiation of mediation, any Party may initiate litigation to resolve the dispute. No Party may initiate litigation until the above procedure has been followed. However, any Party may at any time seek injunctive relief to prevent imminent, irreparable harm.

21.5 Choice of Law. The substantive laws of the State of New York, which are well developed and provide a preferable structure for commercial transactions, will govern this Agreement, without regard to the principles of conflict of laws.

21.6 Forum. Any lawsuit may be brought in the U.S. District Court for the District of Massachusetts if the requirements for federal jurisdiction are met, or in the Middlesex Superior Court in Massachusetts if the requirements for federal jurisdiction are not met. All Parties consent to the exercise of personal. jurisdiction by these courts.

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CONFIDENTIAL HEWLETT-PACKARD - BRUKER

ARTICLE 22 - MISCELLANEOUS

22.1 Legal Status of the Parties. Each Party is an independent contractor. This Agreement does not create a joint venture, partnership, or other legal entity.

22.2 No Third Party Beneficiaries. This Agreement is intended for the sole benefit of the Parties hereto, and unless expressly provided herein, no rights or powers shall arise hereunder in favor of any third party.

22.3 Force Majeure. The failure of any Party to perform hereunder as a result of governmental action, laws, orders, or regulations, or as a result of disasters, such as war, acts of public enemies, fires, floods, earthquakes, acts of God or any causes of like kind beyond the reasonable control of such Party is excused for so long as such cause exists.

22.4 Exports. Each Party will comply with applicable laws and regulations of the United States, the European Community, and Germany relating to export of goods and technical data. The Parties will not export or re-export any technical data, the direct product of such technical data, or any products received from any other Party to any proscribed country unless properly authorized.

22.5 No Assignment. No Party may assign any of its rights or obligations hereunder (except the right to receive money) without the prior written consent of the other Party. However, consent is not required for an assignment in connection with a change of the state of incorporation of a Party, a merger of a Party into its parent corporation, or a transfer of the business with which this Agreement is associated to an Affiliate of a Party. No assignment will relieve any Party of responsibility for its obligations hereunder, but consent to a request for a transfer of such responsibility to a successor in interest or to a transferee of the business will not be unreasonably withheld. Any purported assignment by a Party in violation of this Section will be voidable by the other Party.

22.6 Rules of Construction and Interpretation. This Agreement was prepared by the Parties in negotiation. No Party will be considered the drafter and this Agreement will be construed without strict construction in favor of or against any Party.

22.7 No Waiver. Waiver of any provision of this Agreement will not be deemed a continuing waiver of that provision or a waiver of any other provision.

22.8 Severability. If any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, such decision will not affect the validity or enforcement of any or all of the remaining portions thereof.

22.9 Integration; Supersession; and Amendments. This Agreement, including the Recitals, together with the Appendices identified below, contains the entire understanding of the Parties as to its subject matter. This Agreement supersedes and replaces the Old Agreement and any other prior agreements or understandings between the Parties as to this subject matter. If there are any conflicts between any provision in this Agreement and a provision in an Appendix the provision in this Agreement will prevail. Any waiver, modification or exception to this Agreement must be in writing and signed by a

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CONFIDENTIAL HEWLETT-PACKARD - BRUKER

duly authorized company representative. Any such waiver, modification or exception in a given instance will not be deemed a waiver, modification or exception as to other or future actions or circumstances. The following Appendices are part of this Agreement:

22.9.1 Appendix I - Gemini Product Data Sheet
22.9.2 Appendix 2 - Gemini Project Plan
22.9.3 Appendix 3 - Pricing of IIP and Bruker Kits, Instruments Accessories, and Software
22.9.4 Appendix 4 - Pricing of HP Esquire-LC Kit and Instrument and APCI Prices

22.10 Bruker has been and intends to continue purchasing HP Analytical Chemistry Products from HP under a DTD Agreement and/or an Original Equipment Manufacturer's Agreement and reselling such products to Bruker's customers. Bruker and HP have been collaborating on sales activities, providing leads to one another under the terms of a Finder's Fee Agreement. The transaction under such agreements and the relationships governed by such agreements will continue to be governed by the terms of such respective agreements and are not abrogated or modified by this Agreement.

22.11 Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.

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CONFIDENTIAL HEWLETT-PACKARD - BRUKER

EXECUTION

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives on the date written below.

BRUKER DALTONIK GmbH                     HEWLETT-PACKARD COMPANY


By  /s/ Frank H. Laukien                 By  /s/ Richard F. Begley
  ------------------------                 --------------------------------

Printed Name  Frank H. Laukien           Printed Name  Richard F. Begley
            --------------------                     ----------------------

Title  Managing Director                 Title  General Manager - CAD
     ---------------------                    -----------------------------


By  /s/ Dieter Koch                      By  /s/ Richard D. Kniss
  -------------------                      --------------------------------

Printed Name  Dieter Koch                Printed Name  Richard D. Kniss
            ---------------                          ----------------------

Title  Managing Director                 Title  V.P. & General Manager CAG
     ---------------------                    -----------------------------

Date  May 3, 1999                        Date  April 28, 1999
    ---------------                          ------------------------------


41BRUKER-HP Collaboration Agreement    35

Document Information:
--------------------------------------------------------------------------------
Filename                      Gemini.pds.doc
--------------------------------------------------------------------------------
Current Owner                 Michael Schubert, John Fieldsted, Ken
                              Imatani, Sebastian Meyer-Plath
--------------------------------------------------------------------------------
Product Identifier            G2440A LC/MS Detector
--------------------------------------------------------------------------------
Project Identifier            Gemini
--------------------------------------------------------------------------------
Current Lifecycle Phase       Entwurf/Investigation
--------------------------------------------------------------------------------

Revision Log:
Revision   Date        Reason for Update
--------------------------------------------------------------------------------
A.00      971114       Initial revision
--------------------------------------------------------------------------------
A.01      971117       Revisions to FURPS, decision priority list, and
                       critical success factors following review session by John
                       Fjeldsted, Steve Madden, Jim Bertsch, and Frank Cesarz
--------------------------------------------------------------------------------
A.02      971121       Revisions to related projects, boundary
                       conditions, project management team, and what project is
                       not following review session with Gemini project team
--------------------------------------------------------------------------------
A.03      971219       Revisions to FURPS following review by HP and BFA
                       Gemini project management team and LCQ
                       benchmarking phase 1
--------------------------------------------------------------------------------
A.04      980626       Update for Appendix to new HP-BFA Gemini contract,
                       by Ken Imatani, John Fjeldsted, Frank Kuhlmann,
                       Paul Goodley, Bryan Miller and Jim Bertsch; Change
                       of ownership from Bryan Miller to Ken Imatani
--------------------------------------------------------------------------------
A.05      14.7.98      Update by MS after discussions with SMP
--------------------------------------------------------------------------------
A.06      23.7.98      Update by MS after Review with BS and GH.
                       Clarifications regarding ESI HV supply for use
                       with nanospray, mass axis stability, trigger
                       outputs
--------------------------------------------------------------------------------
A.07      12.8.98      Update after discussions with John Fjeldsted
--------------------------------------------------------------------------------
A.08      24.8.98      Update after more discussions with John Fjeldsted
--------------------------------------------------------------------------------
A.09      29.9.98      Update after discussion on mass range issues
--------------------------------------------------------------------------------
A.10      9.10.98      Update
--------------------------------------------------------------------------------
A.11      18.1.99      Update
--------------------------------------------------------------------------------
A.12      31.3.99      Update
--------------------------------------------------------------------------------
A.13      Apr. 8, 99   Reformated Header, deleted "Draft, for discussion
                       only" (JF)
--------------------------------------------------------------------------------
A.14      Apr. 15, 99  Added "Appendix 1 to Bruker-HP Collabor..." (JF)
--------------------------------------------------------------------------------
A.15      Apr. 21, 99  Changed language:  stretch goals-> desired targets
                       (MS)
--------------------------------------------------------------------------------
                       Instructions: Manually enter the document revisions here
                       and update the corresponding footer revision each time
                       revision log changed. Revision text should include
                       location, time, participants, (R&D, marketing, product
                       support) and a summary of the changes. Also state the
                       revision control system used to recover revisions.
--------------------------------------------------------------------------------

[*] Remaining two pages of Appendix 1 have been marked confidential.(10)

41BRUKER-HP Collaboration Agreement 36

CONFIDENTIAL HEWLETT-PACKARD - BRUKER

Gemini Product Data Sheet

Appendix 2 to Bruker-HP Collaboration Agreement

[*] Twenty-four pages of Appendix 2 have been marked confidential.(11)

                                                                       Ship Release     Jan 1, 2001       Jan 1, 2002
HP Esquire-LC Kit sold to Bruker US$, G1961A (230V version)            through          through           and
HP Esquire-LC Kit sold to Bruker US$, G1963A (208V version)            through          through           and
HP Gemini R&D Kit sold to Bruker US$ (fast pos/neg switching)          [*](12)          [*]               [*]

HP Gemini Kit sold to Bruker US$
(standard positive/negative switching)                                 [*]              [*]               [*]

Bruker Value Add Price to HP US$                                       [*]              [*]               [*]

Bruker Value Add Price to HP US$ (fast pos/neg switching)              [*]              [*]               [*]

HP Price Paid to Bruker for Gemini Instrument US$                      [*]              [*]               [*]

HP Price Paid to Bruker for Gemini Instrument US$                      [*]              [*]               [*]
(with positive/negative switching)

HP Gemini Ship Kit sold to Bruker US$                                  [*]              [*]               [*]

HP Gemini Kit without source parts as given in Project Plan, sold
to Bruker US$ for up to 10 Kits of such ind per year                   [*]              [*]               [*]

HP APCI sold to Bruker US$                                             [*]              [*]               [*]

HP Peptide Tools sold to Bruker sales outside US only, US$*            [*]              [*]               [*]

HP Deconvolution plus Peptide Tools sold to Bruker,
sales inside US only, US$                                              [*]              [*]               [*]

Bruker Nanoelectrospray sold to HP, DM                                 [*]              [*]               [*]

Sales of Bruker Software to HP and Sales of HP Software
to Bruker, discount off list                                           [*]              [*]               [*]

* This price may increase if/when HP increases the list price. The same formula that was used initially would apply (HPList - [*]) Bruker can sell the jointly developed deconvolution software outside of the United States, where no AOB license fee is due. In Europe and Asia-Pacific countries, Bruker may purchase from HP Peptide Tools bioanalysis software at the price specified in this appendix. In the United States by purchasing deconvolution and Peptide Tools from HP at the price specified in this appendix, Bruker obtains a licensed product for re-sale to its customers which includes the fee due to AOB.

Spare Parts Pricing: The formula for pricing spare parts will be cost of material multiplied by [*].

                                   Appendix 4
                  Pricing of Esquire LC Kit, Instrument & APCI
                  Prices effective until Introduction of Gemini

HP Esquire LC Kit sold to Bruker US$*, G1961A (230V version)      [*](13)
HP Esquire LC Kit sold to Bruker US$*, G1963A (208V version)      [*]

HP APCI sold to BFA US$**, G1962A                                 [*]

Price for purchases of the Esquire LC instrument by HP from Bruker will be the US list price less a discount of [*].

*The Price of the HP Esquire Kit sold to Bruker will decrease whenever Bruker decreases the US List price of the Esquire Instrument. The reduction of the Esquire Kit price will be the same percentage as the Esquire US List price is reduced. The current US List for the Esquire instrument is $179,000.

**APCI pricing will be replaced with the APCI pricing for Gemini once Gemini starts shipping.

Components of the Esquire-LC Kit:

1. API Source Inlet and electrospray source as developed for HP 1100 Series LC/MSD (spray chamber, nebulizer, integrated drying gas heater, sampling capillary, dual skimmer differential pumping stages, split octopole ion guide, and lens focusing optics, modified LC/MSD cast manifold - per current Bruker drawing, baffle, vacuum hoses and interconnection between pumps, and source covers). The ESI source is compatible for flow rates from 1 to 1000 uL/min. The system can also accept an APCI source (from HP, optional) or nanoelectrospray (from Bruker, optional). This product does not have an autocalibration system.

2. Pumping system as developed for LC/MSD (Edwards E1M18 rough pump, 250l/s split-flow drag-stage turbo pump, 70l/s drag-stage turbo pump; two turbo controllers.

3. Gas Flow Control Assembly as developed for LC/MSD (valves and manifold for the control of the nebulizer and drying gas flows, no electronics included.

4. Customized Octopole RF drive printed circuit assembly for split octopole ion guide.

5. License for production of multiply charged ions by electrospray on the ESQUIRE-LC (this does not include deconvolution software).

6. HP LC ChemStation software (G2170AA, (version A.06); HP spectral Evaluation module (G2180AA, version A.06).

7. Jet Direct Card 4100A.

Exhibit 10.8

Collaboration Agreement

by and between

Bruker-Franzen Analytik GmbH
Fahrenheitstr.4
28359 Bremen
hereinafter referred to as 'Bruker'

and

Sequenom Instruments GmbH
Mendelssohnstr. 15 D
22761 Hamburg
hereinafter referred to as 'Sequenom'

November 24, 1997

Preamble

(1) Bruker-Franzen Analytik develops and manufactures mass spectrometers and supplies such instruments on a worldwide scale.

Bruker-Franzen Analytik has exclusive intellectual property rights and know-how, covering

o MALDI-TOF mass spectrometer technology
o Pulsed Ion Extraction
o Multi-Target Acquisition
o Postprocessing XMASS(TM) software

Bruker-Franzen Analytik maintains an organisation appropriate for the manufacture, marketing and customer service with regard to such mass spectrometers.

(2) Sequenom has exclusive intellectual property rights and know-how, covering Sequenom's DNA MassArray(TM) technology basis and comprising

o Sample preparation and sample conditioning of nucleic acids, optimized for MS separation and detection
o DNA analysis application formats specifically designed for MS analysis (BiomassSIZE(TM), BiomassSCAN(TM), BiomassPROBE(TM), BiomassSEQUENCE(TM), BiomassINDEX(TM))

o Parallel processing features, applying DNA chips (SpectroChip(TM)) and multiplexing
o Separation and detection of nucleic acids by MS, incl. analytical and diagnostic applications.

(3) The parties intend to establish a broad relationship focusing on nucleic acid analysis by mass spectrometry subject to the experience within this Collaboration.

Collaboration

(1) Bruker-Franzen and Sequenom intend to collaborate in the manufacture and marketing of and in the provision of customer service for 2D-array MADI-TOF mass spectrometers designed to process Sequenom's SpectroChips(TM) (the 'Mass Spectrometer') under a joint Bruker-Franzen - Sequenom logo.

The Mass Spectrometer will be made available as stand-alone instrument and will be integrated by Sequenom in collaboration with highly qualified instrument manufacturers in the area of microliter and nanoliter liquid handling, mass spectrometry and system integration in modular analytical lines (the 'Modular System'), comprising automatic liquid handling modules, DNA amplification and sequencing modules, sample-to-chip transfer modules and controlling and data management units. The Modular System will be designed to run applications of Sequenom's DNA MassArray(TM) software.

(2) Bruker-Franzen will design and manufacture the Mass Spectrometer, meeting the specifications required for use in the DNA MassArray(TM) process and dedicated and appropriate to process Sequenom's SpectroChips(TM), including the XY-stage component and signal acquisition software. The parties will mutually agree on specifications for the Mass Spectrometer and the SpectroChip(TM). Bruker will make available to Sequenom the complete details of the interface, including software protocols and time behavior, enabling Sequenom to develop the specific application DNA MassArray(TM) software.

(3) The Mass Spectrometer will be available by June 30, 1998.

(4) Bruker-Franzen and Sequenom will promote the Mass Spectrometer under a joint label. The procedure will be defined on a case-by-case basis.

(5) Bruker-Franzen will market and provide service for the Mass Spectrometer on a world-wide scale and under the name of Bruker-Franzen and Sequenom.

(6) Sequenom will provide nucleic acid analysis services to customers and to corporate partners using DNA MassArray(TM)'

Sequenom will provide DNA MassArray(TM) application development, including necessary software, to Mass Spectrometry users.

Sequenom will develop, manufacture and market SpectroChips(TM) for whatever applications.

Business Terms

(1) Bruker-Franzen will supply the Mass Spectrometer to the market at a competitive market price (the 'Market Price').

(2) Sequenom maintains the option to purchase from Bruker-Franzen the Mass Spectrometer at a reduced price (the 'Supply Price').

The Supply Price will be calculated by deducting [*](1) from the Market Price, referring to the basic instrument, in the respective country of instrument delivery.

(3) Bruker-Franzen Analytik will provide one Mass Spectrometer to Sequenom, Hamburg as (beta) test site by June 30, 1998 without payment.

Initially, a prototype instrument equipped for handling of a single SpectroChip(TM) will be supplied by March 30, 1998. The Modular System in Hamburg will be used as demonstration and test site by both parties.

A second Mass Spectrometer will be supplied to Sequenom, San Diego, the price being the Supply Price, by June 30, 1998.

(4) The Mass Spectrometer will be locked by appropriate hardware and software features for the exclusive processing of Sequenom's SpectroChip(TM).

Date:  December 4, 1997                   Date:  December 4, 1997
     ---------------------------               -------------------------
Bruker-Franzen                      Sequenom

--------

(1) [*] Indicates information has been omitted and separately filed with the Securities and Exchange Commission pursuant to an application for an order declaring confidential treatment thereof.

/s/  Dr. Franzen                    /s/ Hubert Koster


/s/  H.J. Baum

         Name                                              Jurisdiction
         ----                                              ------------
1.       Bruker Daltonics Ltd.                             England

2.       Bruker Daltonique S.A.                            France

3.       Nihon Bruker Daltonics K.K.                       Japan

4.       Bruker Daltonics AG                               Switzerland

5.       Bruker Daltonics Scandinavia AB                   Sweden

6.       ProteiGene, Inc.                                  Massachusetts, USA

7.       Bruker Daltonik GmbH                              Germany

8.       Bruker Saxonia Analytik GmbH*                     Germany

Daltonik, in turn, is a wholly owned subisdiary of the Registrant.

                                          /s/ ERNST & YOUNG LLP

Boston, Massachusetts


April 10, 2000

/s/ signature                                  /s/ signature

(Sucker)                                       (Dr. Lienau)
Wirtschaftsprufer                              Wirtschaftsprufer