Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OQk+Iu2chbIN5spDSzkBo0ffTcSN3E7DmxFXstH08ialvQD1TRfLl1wmujNhmbKR cPRlsjK9TD/a49+il/kFqQ== 0001193125-05-157554.txt : 20050804 0001193125-05-157554.hdr.sgml : 20050804 20050804142553 ACCESSION NUMBER: 0001193125-05-157554 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050804 DATE AS OF CHANGE: 20050804 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOSOURCE INTERNATIONAL INC CENTRAL INDEX KEY: 0000860451 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 770340829 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52879 FILM NUMBER: 05998903 BUSINESS ADDRESS: STREET 1: 542 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8059870086 MAIL ADDRESS: STREET 1: 542 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVITROGEN CORP CENTRAL INDEX KEY: 0001073431 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330373077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1600 FARADAY AVE CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7606037200 MAIL ADDRESS: STREET 1: 1600 FARADAY AVE CITY: CARLSBAD STATE: CA ZIP: 92008 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BioSource International, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

09066H104

(CUSIP Number)

Invitrogen Corporation

1600 Faraday Avenue

Carlsbad, CA 92008

Attn: General Counsel

Telephone: (760) 603-7200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 25, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

SCHEDULE 13D


CUSIP No. 09066H104						Page 2 of 7 Pages


1	NAME OF REPORTING PERSON: Invitrogen Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 33-037-3077
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

3,419,407 shares of BioSource Common Stock (including 1,287,000 shares of

common stock issuable upon exercise of outstanding warrants) (1)

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,419,407 shares of BioSource Common Stock (including 1,287,000 shares of common stock issuable upon exercise of outstanding warrants) (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.7% (2)
14	TYPE OF REPORTING PERSON (See Instructions) CO

(1)

3,419,407 shares of BioSource Common Stock (including 1,287,000 shares of common stock issuable upon exercise of outstanding warrants) are subject to a Voting Agreement among Invitrogen Corporation and certain stockholders of BioSource International, Inc., as described in Items 3 and 4 below. All of such shares are either outstanding on the date hereof or are issuable upon the exercise of outstanding warrants. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Invitrogen Corporation that it is the beneficial owner of any of the Common Stock of BioSource International, Inc. referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any purpose, and such beneficial ownership is expressly disclaimed.

(2)

Based upon 11,145,706 shares of BioSource Common Stock, constituting 9,858,706 shares of BioSource Common Stock outstanding as of July 22, 2005 (as represented by BioSource in the Merger Agreement described in Items 3 and 4 below), and 1,287,000 shares of common stock issuable upon exercise of outstanding warrants)

SCHEDULE 13D


CUSIP No. 09066H104						Page 3 of 7 Pages

Item 1. Security and Issuer.

This Schedule relates to shares of Common Stock of BioSource International, Inc., a Delaware corporation (“BioSource”). BioSource’s principal executive offices are located at 542 Flynn Road, Camarillo, California 93012.

Item 2. Identity and Background.

(a) The name of the corporation filing this statement is Invitrogen Corporation, a Delaware corporation (“Invitrogen”).

(b) The address of Invitrogen’s principal office is 1600 Faraday Avenue, Carlsbad, CA 92008.

(c) Invitrogen is principally engaged in research, development, manufacture and sale of life sciences products and technologies.

Set forth in Schedule A hereto is (i) the name of each of the executive officers and directors of Invitrogen, (ii) the residence or business address of each of the executive officers and directors of Invitrogen, (iii) the present principal occupation or employment, if any, of each of the executive officers and directors of Invitrogen, and (iv) the name, principal business and address of any corporation or other organization in which such employment is conducted, in each case as of the date hereof. The address of the executive offices of Invitrogen is the same address as the address of Invitrogen’s principal office.

(d) During the last five years, neither Invitrogen, nor to its knowledge, any person named on Schedule A to this statement, has been convicted in a criminal proceeding.

(e) During the last five years, neither Invitrogen, nor to its knowledge, any person named on Schedule A to this statement, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) To the knowledge of Invitrogen, the citizenship of each of the individuals set forth on Schedule A hereto is listed therein.

Item 3. Source and Amount of Funds or Other Consideration.

On July 25, 2005, BioSource International, Inc. (“Biosource”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Invitrogen and Errol Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Invitrogen (“Merger Sub”).

SCHEDULE 13D


CUSIP No. 09066H104						Page 4 of 7 Pages

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into BioSource, with BioSource continuing as the surviving corporation and a wholly owned subsidiary of Invitrogen (the “Merger”). At the effective time and as a result of the Merger, each share of BioSource common stock issued and outstanding immediately prior to the effective time of the Merger will be cancelled and extinguished and automatically converted into the right to receive an amount of cash equal to $12.50, without interest. The merger consideration shall be paid by Invitrogen from working capital.

In connection with the Merger Agreement, at the specific request of Invitrogen, and as an inducement to Invitrogen’s willingness to enter into the Merger Agreement, Genstar Capital Partners II, L.P. and Stargen II LLC (collectively, the “Stockholders”) entered into a Voting Agreement with Invitrogen (the “Voting Agreement”). Invitrogen did not and will not pay additional consideration to the Stockholders in exchange for their execution and delivery of the Voting Agreement.

The summary of the Merger Agreement contained in this Item 3 is qualified in its entirety by reference to the Merger Agreement, which is filed herewith as an exhibit and incorporated herein by reference.

Item 4. Purpose of Transaction.

(a) – (b) Item 3 of this Schedule 13D is incorporated herein by reference.

Pursuant to the Voting Agreement, the Stockholders have agreed at any meeting of the stockholders of BioSource, and at any adjournment thereof, and on every action or approval by written consent of the stockholders of BioSource, to vote all shares of BioSource Common Stock owned by the Stockholders (or to cause them to be voted): (i) in favor of adoption of the Merger Agreement and approval of the Merger, (ii) against any merger, consolidation, sale of substantial assets, reorganization, recapitalization, liquidation or winding up of or by the Company, and (iii) against any other matter which would, or would reasonably be expected to, delay, prevent or frustrate the transactions contemplated by the Merger Agreement and the Merger.

Concurrently with the execution of the Voting Agreement, the Stockholders appointed the members of the board of directors of Invitrogen, and each of them, as the Stockholders’ proxies, with full power of substitution and resubstitution, to the full extent of the Stockholders’ rights with respect of the shares of BioSource Common Stock beneficially owned by the Stockholders, to vote the shares of BioSource Common Stock, for the following limited, and for no other, purposes: (i) in favor of the adoption of the Merger Agreement and approval of the Merger, (ii) against any merger, consolidation, sale of substantial assets, reorganization, recapitalization, liquidation or winding up of or by the Company, and (iii) against any other matter which would, or would reasonably be expected to, delay, prevent or frustrate the transactions contemplated by the Merger Agreement.

The summary of the Voting Agreement contained in Items 3 and 4 are qualified in their entirety by reference to the Voting Agreement, which is filed herewith as an exhibit and incorporated herein by reference.

(d) Upon consummation of the Merger, the directors of Merger Sub immediately prior to the effective time of the Merger will become the directors of BioSource, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

(e) As a result of the Merger described above, each outstanding share of BioSource common stock will be converted into the right to receive an amount of cash consideration. As a result of the Merger described in Item 4 above, Invitrogen will be the sole stockholder of BioSource.

SCHEDULE 13D


CUSIP No. 09066H104						Page 5 of 7 Pages

(f) Not applicable.

(g) Not applicable.

(h) – (i) Upon consummation of the Merger, the Common Stock of BioSource will be deregistered under the Exchange Act and delisted from the Nasdaq Stock Market.

(j) To Invitrogen’s knowledge, other than described above, none.

Item 5. Interest in Securities of the Issuer.

(a)-(b) As a result of the Voting Agreement, Invitrogen may be deemed to be the beneficial owner of 3,419,407 shares of BioSource Common Stock (including 1,287,000 shares of common stock issuable upon exercise of outstanding warrants). This number of shares represents 30.7% of the issued and outstanding shares of BioSource Common Stock based on the number of shares outstanding as of July 22, 2005 (as represented by BioSource in the Merger Agreement), assuming the full exercise of the 1,287,000 shares of common stock issuable upon exercise of outstanding warrants. Invitrogen disclaims any beneficial ownership of such shares, and nothing herein shall be deemed an admission by Invitrogen as to the beneficial ownership of such shares.

(b) Invitrogen may be deemed to have shared voting power of the 3,419,407 shares of BioSource Common Stock (including 1,287,000 shares of common stock issuable upon exercise of outstanding warrants) held by the Stockholders due to Invitrogen’s right under the Voting Agreement to direct the voting of such shares with respect to the matters specified in the Voting Agreement (and to vote such shares in accordance with the proxies). However, Invitrogen does not possess any other rights as a BioSource stockholder with respect to such shares.

To Invitrogen’s knowledge, no shares of BioSource Common Stock are beneficially owned by any of the persons named in Schedule A.

(c) Neither Invitrogen nor, to Invitrogen’s knowledge, any person named in Schedule A, has effected any transaction in BioSource Common Stock during the past 60 days.

(d) To the knowledge of Invitrogen, no person other than the Stockholders has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the class of securities reported to this statement on Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Reference is made to the Voting Agreement referred to above in Items 3 and 4, which Voting Agreement is filed herewith as an exhibit and incorporated herein by reference.

SCHEDULE 13D


CUSIP No. 09066H104						Page 6 of 7 Pages

Item 7. Material to be filed as Exhibits.


EXHIBIT NO.		DESCRIPTION
1.		Agreement and Plan of Merger among BioSource International, Inc., Errol Acquisition Corporation and Invitrogen Corporation dated July 25, 2005. (1)

2.		Voting Agreement among Invitrogen Corporation, Genstar Capital Partners II, L.P. and Stargen II LLC dated July 25, 2005.

(1)	Incorporated by reference to the exhibit previously filed as Exhibit 2.1 to BioSource’s Current Report on Form 8-K filed on July 26, 2005 (file number 000-21930).

SCHEDULE 13D


CUSIP No. 09066H104						Page 7 of 7 Pages

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: August 4, 2005	INVITROGEN CORPORATION

	By:	/s/ David F. Hoffmeister
		David F. Hoffmeister
		Chief Financial Officer & Senior Vice President, Finance

EXHIBIT INDEX


EXHIBIT NO.		DESCRIPTION
1.		Agreement and Plan of Merger among BioSource International, Inc., Errol Acquisition Corporation and Invitrogen Corporation dated July 25, 2005. (1)

2.		Voting Agreement among Invitrogen Corporation, Genstar Capital Partners II, L.P. and Stargen II LLC dated July 25, 2005.

(1)	Incorporated by reference to the exhibit previously filed as Exhibit 2.1 to BioSource’s Current Report on Form 8-K filed on July 26, 2005 (file number 000-21930).

Schedule A

Directors and Executive Officers of Invitrogen Corporation


Name	Position	Address*	Citizenship
Executive Officers
Gregory Lucier	President, Chief Executive Officer, Director		United States

Claude D. Benchimol, PhD	Senior Vice President of Research and Development		France

Benjamin E. Bulkley	Senior Vice President, Commercial Operations		United States

Nicolas M. Barthelemy	Senior Vice President of Global Operations		France

John A. Cottingham	Vice President, General Counsel and Secretary		United States

Daryl J. Faulkner	Senior Vice President, Business Segment Management		United States

Karen S. Gibson	Chief Information Officer		United States

David F. Hoffmeister	Chief Financial Officer, Senior Vice President, Finance		United States

John M. Radak	Vice President, Finance and Chief Accounting Officer		United States

Peter Leddy	Senior Vice President, Human Resources		United States

John D. Thompson	Senior Vice President, Corporate Development		United States

			United States

Outside Directors			United States

James R. Glynn	self-employed		United States

Donald W. Grimm	Venture Partner, Hamilton BioVentures	c/o Hamilton BioVentures 12555 High Bluff Drive, Suite 310 San Diego, CA 92130	United States

Bradley G. Lorimier	self-employed		United States

Raymond V. Dittamore	self-employed		United States

David C. U’Prichard, Ph.D.	Venture Partner, Apax Partners, Inc., President, Druid Consulting LLC	c/o Apax Partners, Inc. 15 Portland Place, London W1B 1PT, United Kingdom	United States

Balakrishnan S. Iyer	self-employed		United States

Ronald A. Matricaria	self-employed		United States

W. Ann Reynolds, Ph.D.	self-employed		United States

Jay M. Short, Ph.D.	President, Chief Executive Officer, Diversa Corporation	c/o Diversa Corporation, 4955 Directors Place San Diego, CA 92121-1609	United States

*	Except as otherwise indicated, the business address of each person is c/o Invitrogen Corporation, 1600 Faraday Avenue, Carlsbad, CA 92008.

EX-2 2 dex2.htm VOTING AGREEMENT Voting Agreement

Exhibit 2

EXECUTION COPY

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2005 by and among Invitrogen Corporation, a Delaware corporation (“Parent”), and the Stockholders listed on Annex A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

RECITALS

A. Concurrently with the execution of this Agreement, Parent, Errol Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”), and BioSource International, Inc., a Delaware corporation (the “Company”) have entered into an Agreement and Plan of Merger dated as of July 25, 2005 (the “Merger Agreement”), providing for the merger of Sub with and into the Company (the “Merger”) pursuant to which the Company will become a wholly-owned subsidiary of Parent;

B. Each Stockholder (or its nominee) is the beneficial and record holder of the number of shares of common stock, $0.001 par value, of the Company set forth opposite such Stockholder’s name on Annex A hereto (such shares being collectively referred to herein as the “Shares”); and

C. As a condition to their willingness to enter into the Merger Agreement, Parent and Sub have required that the Stockholders enter into this Agreement and, in order to induce Parent and Sub to enter into the Merger Agreement, the Stockholders have agreed to enter into this Agreement with Parent.

NOW, THEREFORE, in consideration of the mutual promises and the mutual covenants and agreements contained herein, the parties agree as follows:

1. Agreement to Retain Shares; Other Restrictions. Each Stockholder agrees not to, other than pursuant to the Merger, transfer, assign, tender, pledge, sell, exchange or otherwise dispose of or encumber (collectively, “Transfer”), or offer to or enter into any contract, option or other arrangement to Transfer any of the Shares or any interest therein at any time prior to the Expiration Date, as defined herein, except as contemplated by this Agreement. The “Expiration Date” shall mean the earlier of (i) the date and time on which the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement or (ii) the date and time on which the Merger Agreement shall be terminated pursuant to Article VII of the Merger Agreement. Additionally, each Stockholder agrees not to grant any proxy or power of attorney with respect to the Shares, or deposit any of the Shares into a voting trust or subject the Shares to any voting agreement except as provided by this Agreement.

2. Agreement to Vote Shares and Refrain From Certain Proxy Solicitations. At any meeting of the stockholders of the Company called with respect to any of the following, and at any adjournment thereof, and with respect to any written consent solicited with respect to any of the following, each Stockholder agrees to vote the Shares: (i) in favor of adoption of the Merger Agreement and approval of the Transactions and (ii) against (A) any merger, consolidation, sale of substantial assets, reorganization, recapitalization, liquidation or winding up of or by the

Company and (B) any other matter which would, or would reasonably be expected to, delay, prevent or frustrate the transactions contemplated by the Merger Agreement and the Merger (each of the foregoing is referred to as an “Opposing Proposal”). Each Stockholder, as the holder of voting stock of the Company, agrees to be present, in person or by proxy, at all meetings of stockholders of the Company so that all Shares are counted for the purposes of determining the presence of a quorum at such meetings. Each Stockholder further covenants and agrees that it shall not solicit proxies or participate in a solicitation with respect to an Opposing Proposal.

3. Irrevocable Proxy. Concurrently with the execution of this Agreement, each Stockholder agrees to deliver to Parent a proxy in the form attached hereto as Annex B (the “Proxy”), which shall be irrevocable to the extent provided therein.

4. Additional Purchases. For purposes of this Agreement, the term “Shares” shall include any shares of Company Common Stock which the Stockholders purchase or otherwise acquire after the execution of this Agreement and prior to the Expiration Date, including shares issued in connection with a stock dividend or distribution or issued upon either Stockholder’s exercise of outstanding options, warrants or other rights to purchase Company Common Stock.

5. Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent as follows:

5.1 Ownership of Shares. Except as specifically described on Annex C to this Agreement, each Stockholder (i) is the record holder and beneficial owner of the shares set forth opposite such Stockholder’s name on Annex A (or is the beneficial owner of such shares and is not the holder of such shares because such shares are held by a nominee of such Stockholder), which at the date hereof and at all times until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances and (ii) does not beneficially own any shares of Company Common Stock other than the shares set forth opposite such Stockholder’s name on Annex A. Other than pursuant to the Merger Agreement, there are no outstanding options or other rights to acquire from the Stockholders, or any outstanding obligations of the Stockholders to sell, the Shares or any interest in the shares.

5.2 Power; Validity; No Conflict. Each Stockholder has the legal capacity, power and authority to enter into and perform all of such Stockholder’s obligations under this Agreement. Assuming the due and valid authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and by general principles of equity. Neither the execution of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby will result in a breach or violation of the terms of any agreement by which such Stockholder is bound or of any decree, judgment, order, law or regulation now in effect of any court or other governmental body applicable to such Stockholder, except for such breaches or violations as would not, individually or in the aggregate, reasonably be expected to prevent or delay the performance by such Stockholder of any of its obligations under this Agreement.

6. Representations, Warranties and Covenants of Parent. Parent represents and warrants to the Stockholders as follows:

6.1 Due Authorization. This Agreement has been authorized by all necessary corporate action on the part of Parent and has been duly executed by a duly authorized officer of Parent.

6.2 Validity; No Conflict. This Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and by general principles of equity. Neither the execution of this Agreement by Parent nor the consummation of the transactions contemplated hereby will result in a breach or violation of the terms of any agreement by which Parent is bound or of any decree, judgment, order, law or regulation now in effect of any court or other governmental body applicable to Parent.

7. Additional Documents. The Stockholder and the Parent hereby covenant and agree to execute and deliver any additional documents necessary to carry out the intent of this Agreement.

8. Miscellaneous.

8.1 Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder in its capacity as owner of the shares set forth opposite such Stockholder’s name on Annex A and that nothing in this Agreement shall in any way restrict or limit any director or officer of the Company from taking any action in his or her capacity as a director or officer of the Company that is necessary for him or her to comply with his or her fiduciary duties as a director or officer of the Company, including, without limitation, participating in his or her capacity as a director of the Company in any discussions or negotiations in accordance with Section 5.3 of the Merger Agreement.

8.2 Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

8.3 Definition of “Beneficial Ownership”. For purposes of this Agreement, “beneficial ownership” with respect to (or to “own beneficially”) any securities shall mean having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act.

8.4 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

8.5 Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be

assigned by any of the parties without the prior written consent of the other. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of Genstar Capital Partners II, L.P. or Stargen II LLC shall have any liability for any obligations of Genstar Capital Partners II, L.P. or Stargen II LLC under this Agreement.

8.6 Amendments and Modifications. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

8.7 Specific Performance: Injunctive Relief. The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of the Stockholders set forth herein. Therefore, it is agreed that, in addition to any other remedies which may be available to Parent upon such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to it at law or in equity.

8.8 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered in person, by commercial overnight courier service, by confirmed telecopy, or sent by mail (registered or certified mail, postage prepaid, return receipt requested) to the respective parties as follows:


If to Parent:		Invitrogen Corporation
		1600 Faraday Avenue
		Carlsbad, CA 92008
		Attention: General Counsel
		Facsimile: (760) 476-6326

With a copy to:		DLA Piper Rudnick Gray Cary LLP
		4365 Executive Drive, Suite 1100
		San Diego, CA 92121-2133
		Attention: Jeffrey T. Baglio
		Facsimile: (858) 677-1401

If to the Stockholders:		Genstar Capital
		Four Embarcadero Center, Suite 1900
		San Francisco, CA 94111
		Attention: Jean-Pierre L. Conte
		Facsimile: (415) 834-2383

With a copy to:		Weil, Gotshal & Manges LLP
		201 Redwood Shores Parkway, 5th Floor
		Redwood Shores, CA 94065
		Attention: Craig W. Adas
		Facsimile: (650) 802-3100

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt.

8.9 Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.

8.10 Entire Agreement. This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

8.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

8.12 Effect of Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

8.13 Termination. Notwithstanding anything else in this Agreement, this Agreement and the Proxy, and all obligations of each Stockholder under either of them, shall automatically terminate as of the Expiration Date.

8.14 Definitions. Capitalized terms not otherwise defined in this Agreement shall have the same meaning ascribed to them in the Merger Agreement.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the day and year first above written.


INVITROGEN CORPORATION

By:		/s/ John D. Thompson
Name:		John D. Thompson
Title:		Senior Vice President, Corporate Development

GENSTAR CAPITAL PARTNERS II, L.P.

By:		Genstar Capital, LLC, its General Partner

By:		/s/ Jean-Pierre L. Conte
Name:		Jean-Pierre L. Conte
Title:		Managing Member

STARGEN II LLC

By:		/s/ Jean-Pierre L. Conte
Name:		Jean-Pierre L. Conte
Title:		Member

[Signature Page to Voting Agreement]

ANNEX A


Stockholder:		Shares:
Genstar Capital Partners II, L.P.		2,091,881
Stargen II LLC		40,526

ANNEX B

IRREVOCABLE PROXY

The undersigned Stockholders of BioSource International, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoint and constitute the members of the Board of Directors of Invitrogen Corporation, a Delaware corporation (“Parent”), and each of them (the “Proxyholders”), the proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned’s rights with respect to the shares of common stock of the Company beneficially owned by the undersigned, which shares are listed below (the “Shares”), and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof and prior to the date this proxy terminates, to vote the Shares for the following limited, and for no other, purposes:

1. In favor of adoption of the Agreement and Plan of Merger dated as of July 25, 2005 by and among Parent, the Company and Errol Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (the “Merger Agreement”), and approval of the transactions contemplated by the Merger Agreement, and

2. Against (A) any merger, consolidation, sale of substantial assets, reorganization, recapitalization, liquidation or winding up of or by the Company and (B) any other matter which would, or would reasonably be expected to, delay, prevent or frustrate the transactions contemplated by the Merger Agreement and the Merger.

The Proxyholders may not exercise this proxy on any other matter. The undersigned Stockholders may vote the Shares on all such other matters.

The proxies named above are empowered at any time prior to termination of this proxy to exercise all voting rights (including the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Company stockholders, and in every written consent in lieu of such meeting, or otherwise.

The proxy granted by the Stockholders to the Proxyholders hereby is granted as of the date of this Agreement in connection with the obligations of each Stockholder set forth in the Voting Agreement, dated as of July 25, 2005, among Parent and the Stockholders (the “Voting Agreement”), and is irrevocable and coupled with an interest in such obligations and in the interests in the Company to be purchased and sold pursuant to the Merger Agreement. This proxy will automatically terminate upon the termination of the Voting Agreement in accordance with its terms.

Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given until such time as this proxy shall be terminated in accordance with its terms.

Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. The undersigned Stockholders authorize the Proxyholders to file this proxy and any substitution or revocation of substitution with the Secretary of the Company and with any Inspector of Elections at any meeting of Stockholders of the Company.

This proxy is irrevocable and shall survive the insolvency, incapacity, death or liquidation of the undersigned.


Dated: July 25, 2005

	GENSTAR CAPITAL PARTNERS II, L.P.

	By:	Genstar Capital, LLC, its General Partner

	By:	/s/ Jean-Pierre L. Conte
	Name:	Jean-Pierre L. Conte
	Shares beneficially owned: 2,091,881

	STARGEN II LLC

	By:	/s/ Jean-Pierre L. Conte
	Name:	Jean Pierre L. Conte
	Shares beneficially owned: 40,526

ANNEX C

1. Certain affiliates of the Stockholders own, in the aggregate, approximately 66,667 shares of Company Common Stock and 48,000 shares of Company Common Stock issuable upon exercise of stock options;

2. Proxies and restrictions in favor of Parent and Sub pursuant to this Agreement;

3. Transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various states of the United States;

4. Warrant, dated February 15, 2000, issued pursuant to that certain Securities Purchase Agreement, dated January 10, 2000, as amended in June 2004, to Genstar Capital Partners II, L.P. for the purchase of up to 1,262,542 shares of Company Common Stock at an exercise price of $9.00, subject to adjustment as set forth therein; and

5. Warrant, dated February 15, 2000, issued pursuant to that certain Securities Agreement, dated January 10, 2000, as amended in June 2004, to Stargen II LLC, for the purchase of up to 24,458 shares of Company Common Stock at an exercise price of $9.00, subject to adjustment as set forth therein.

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