SC TO-C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

BIORELIANCE CORPORATION

(Name of Subject Company (Issuer))

BASEBALL ACQUISITION CORPORATION,

a wholly-owned subsidiary of

INVITROGEN CORPORATION

(Named of Filing Persons – Offerors)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

090951 10 4
(CUSIP Number of Class of Securities)

Gregory T. Lucier
President and Chief Executive Officer
Invitrogen Corporation
1600 Faraday Avenue
Carlsbad, California 92008
(760) 603-7200
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)

with a copy to:

Mara H. Rogers, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
Not applicable	Not applicable.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: None	Filing Party: Not applicable
Form or Registration No.: Not applicable	Date Filed: Not applicable

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third party tender offer subject to Rule 14d-1.	o going-private transaction subject to Rule 13e-3.
o issuer tender offer subject to Rule 13e-4.	o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

TABLE OF CONTENTS

On January 5, 2004, members of the management of Invitrogen Corporation and BioReliance made a presentation to the employees of BioReliance Corporation. The presentation materials are attached hereto as Exhibit (a)(5)(3). As part of the presentation, the following statement was read on behalf of Invitrogen Corporation, although not contained in the presentation materials attached hereto as Exhibit (a)(5)(3):

Certain statements contained in this presentation are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and Invitrogen intends that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements include, but are not limited to statements relating to financial projections, including, but not limited to, estimated revenue targets for 2003, 2004, and 2006; projected growth; cost and process controls; the timing of the integration process; development and increased flow of new products; leveraging technology and personnel; advanced opportunities and efficiencies; opportunities for growth; and expectations of prospective new standards, new delivery platforms, and new selling specialization and effectiveness. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, successful combination of the operations of previously-acquired companies and BioReliance; attraction and retention of key personnel; the continuation of growth in Invitrogen’s markets; the ability to manage growth; successful development and commercialization of new products and services; continued identification, development and licensing of new technology; competition; and other risks and uncertainties detailed from time to time in Invitrogen Corporation’s Securities and Exchange Commission filings.

Item 12. Exhibits.

The following Exhibit is filed herewith:

(a)(5)(3) Presentation materials from joint presentation by Invitrogen Corporation and BioReliance Corporation management to employees of BioReliance Corporation on January 5, 2004.

EX-99.A.5.3 3 a95346exv99waw5w3.htm PRESENTATION MATERIALS

Invitrogen and BioReliance Advancing Discovery and BioProduction Together

Agenda Who is Invitrogen? Greg Lucier, President and CEO Invitrogen Corporation Our Partnership Capers MacDonald, President and CEO BioReliance Corporation The Integration Process Mark Gardner, Vice President Process Improvement Integration Plans Chris Linthwaite, Business Integration Manager Q&A

Who is Invitrogen? Greg Lucier President and CEO, Invitrogen Corporation

Our Business Expanded Product Portfolio Develop, manufacture, and market more than 10,000 products & services for life sciences Molecular biology products and services Cell culture products for research and bioproduction Bio-informatics solutions Expanded Operations and Distribution 7 manufacturing plants in North America, Europe and Asia, operations in more than 70 countries >3,000 employees >330 sales people

Our World CALIFORNIA NEW YORK MARYLAND SCOTLAND JAPAN NEW ZEALAND BRAZIL ISRAEL WISCONSIN OREGON Corporate Headquarters Carlsbad, California

Our Revenues $770 Million in 2003! 1998 1999 2000 2001 2002 2003 Revenues in Millions 71 93 246 629 649 770

Our Goal $1B in 2004, $2B by 2006 (in revenue) The Target Operational Excellence Adjacent Markets New Platforms The Game Plan Building a Growth Culture

Our Focus - Strategic Imperatives Grow by 20% Grow sales per customer by double-digits Acquire and integrate new capabilities Unrivaled Product Innovation 10% R&D ? 8% Product Vitality Rigorous implementation of NPI process Customer Recognized Quality & Service 70% perfect order tracking (new def.) 30% order on web / 50% traffic increase Aggressive Cost and Process Controls 10% + real productivity +2 W/C turns... DSO < 50 days Passionate People Making a Difference 75% employee satisfaction survey Attract best talent in industry These Are the Critical Metrics for 2004

Genomics Functional Genomics Proteomics Cell Biology Target ID Validation Assay Development Lead ID Lead Optimization Preclinical Testing Clinical Trials I, II, III Production Becoming the Preeminent Drug Discovery Partner Basic Research Drug Discovery Drug Production Invitrogen Today The Invitrogen Operating System

Enter BioProduction Cycle Why BioReliance Makes Sense Highly Complementary Businesses Testing/ Release Cell Line Development Process Development cGMP Fermentation Fill/ Finish Harvest & Purification Target ID & Validation CMO Service Media Selection Media Optimization Media Supply Custom Assays Filtration Separation ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Collaborate through partnerships ? ? ? Preclinical Testing Clinical Trials I, II, III Production Basic Research Drug Discovery Biotesting and cell culture threaded throughout Tool Kits Bioengineering Cell Banking Characterization System Design System Validation CMO Service

Invitrogen's Quest Success requires passion, intellectual curiosity and a sense of urgency. We will strive for excellence and act with unyielding integrity in everything we do so that we can serve as responsible stewards in the global life science community. Our Quest is to accelerate this search through innovations in science and technologies that expand biological understanding. To discover how life works is the greatest scientific endeavor of our era, holding promise of fundamental improvement in the human condition.

People Make the Difference We hire and develop the most talented people. All of our employees are determined to learn, support one another and are committed to our Quest. Responsibility to Do the Right Thing We meet our commitments and perform with unyielding integrity. We play a leading role in communities around the world. Innovation to Change the World We nurture environments where creative people initiate and champion bold ideas to succeed in record speed. Dedication to Customers Customers are our lifeblood; we are dedicated to their success. Excellence in Everything We Do Our work is fact based, measurable and of the highest quality. We are focused on continuous improvement for the benefit of our stakeholders. Our Values

Setting the Issue: Halfway through the third quarter a member of the Finance Department learns that the quarterly revenues in Europe are far ahead of projections. He advises his wife to purchase more shares of Invitrogen stock. Is this against the Protocol? The Protocol: First, because it is early in the quarter, the employee would likely not be subject to a closed trading window. Second, it is possible that this information about European sales is not material, depending on results in the U.S., Asia-Pacific, etc. If, however, the revenues in Europe were far enough ahead of schedule that a reasonable investor would be affected by this news in making an investment decision, the information could be material. If so, the employee and his wife could be guilty of illegal tipping and his wife could be guilty of insider trading if she purchases Invitrogen stock. Clear, concise statement of general principles 10 categories of legal and regulatory topics - each with real life examples Professional layout and presentation Introductory section clarifying scope of Protocol and employees' responsibilities Reporting mechanisms clearly described - ombudspersons, general counsel, site HR Plain English signature box Practical Examples The Invitrogen Protocol Truly Making Integrity Part of Our Culture

Our Organizational Structure CEO Business Segments Daryl Faulkner Genomics Proteomics LD Cell Biology Drug Discovery Biodefense Biological Discovery Services Informatics GIBCO RNAi Bio-Production Bio-Production Services Cell Culture Research Business Segments Global responsibility Structured for scalability Driving business strategy and product management Driving Innovation and Growth!

Genomics Proteomics L&D Cell Biology Drug Discovery Biodefense Biological Discovery Services Informatics GIBCO RNAi Strategy Product Management Chief Science Office Research Lab Program Management Manufacturing Excellence Quality Customer Go to Market (Tactics) Focus NEXT BUSINESS Business Management Research & Development Manufacturing Sales & Downstream Marketing Business Segment Approach BioReliance! BioReliance!

Our Partnership Capers McDonald President and CEO, BioReliance Corporation

Overview of Transaction BioReliance employees become Invitrogen employees at close BioReliance will become subsidiary of Invitrogen and retain its name We're Now Part of a $1B Biotechnology Company New Career Opportunities! All cash tender offer - $48/share Total consideration - $500M Expected close - Q1 2004

Greater Value Proposition Integrated solutions Speed Accountability Reliability Optimized products & services Superior system productivity Technology-infused services Faster drug discovery Better products in market Early point of entry in cycle Accelerate product and services penetration Greater customer penetration Sell more products and services Asia, Europe Novel industry capability Launch new products Revolutionize drug discovery A True Win-Win Customer Invitrogen and BioReliance

The Integration Process Mark Gardner VP, Process Improvement

Clear Definitions - Who Does What Integration Leadership Team "Pitchers" - Counterparts to Catchers Functional experts from acquired entity Functional Integration Leaders (FIL's) - "Catchers" Functional experts on integration Integration Leader (IL) Familiar with Company & Market Drives process forward Integration Steering Committee Integration Leader, VP Process, Segment / BREL Leadership, CFO Implementation Teams Get the job done Growth Board Executive Leadership Team Integration Roles & Responsibilities

A Clear Path to Follow Goals set by Integration Steering Committee Launch Near Deal Announcement Integration Plan Reviews As needed Pre-Close Initial plans reviewed, potentials identified and reviewed 2 weeks Post-Launch Integration Leadership Team presents overview of integration Pre-Close Kickoff ~60 Days Post Close Final Plan Reviewed; Leadership signoff Final Plan Review After Plan Review Announce plan to implementation staff, commence implementation Implementation Kickoff 6-18 months Regular tracking meetings managed by integration steering committee/growth board Implementation Integration Roadmap

Real Time Integration Tracker Track performance on key criteria, designate resource for daily updates Facilitates communication among integration team & throughout company Pitcher/Catcher meetings (weekly) With Implementation Team Leaders individually and in groups (weekly) Steering Committee Meetings (bi-weekly) Review progress, uncover and address challenges, make decisions to drive outcomes Integration Leadership Team meetings (monthly) Review activities for cross-functional awareness and idea sharing CEO Led Growth Board (monthly) Performance review & refocus Communicate, Execute and Achieve Operating Mechanisms

Everything Else In- Between Must Support! Innovation Distribution The Two Pillars of Invitrogen

Corporate Dev Ops: Manufacturing, Sourcing & Distribution Human Resources Finance Communications Customer Support Customer Service Administration Facilities Distribution Legal: IP, Regulatory IT Primary Priorities Satisfying Customers Retaining Talent New Products and Services Synergies Innovation Secondary Priorities Aligning Systems Regulatory Compliance Priorities Based on the Two Pillars Two Pillars Drive the integration and are supported by key operating functions, priorities then fall out from these Integration Priorities

Revenue Growth Increased Margins Efficiencies Product Synergies People Retention Training Customer "War Room" Joint NPI Product Roadmaps Non-Negotiables Action Plans Systems Integration Outputs Inputs Synergy IVGN BREL New IVGN Focus on Activities and Results Integration Goal Goal: Increased Productivity

Integration Assembly: Validates cross functional interdependencies & plans (legal, HR, IT, finance, QA/EHS) Steering Committee Sets goals top-down Catchers and Pitchers: Derive potentials Generate Action Plans Execute on potentials Goals Potentials Use of Tension Drives Achievement of Goals Tension applied through top-down goal setting and bottoms-up potential generation Ongoing Synergy Estimation Process

Integration Plans Chris Linthwaite Business Integration Manager

Integration Mission Statement "Build the premier global bioproduction operating system through the introduction and integration of innovative products and services focused on speed, efficacy and regulatory compliance "

Initial Integration Activities Pre-Close Jan Closing Feb Integration planning Site Visits by CEO/IL One on one meetings Current project update Integration Manager introduction Legal review of current contracts Assessment of resources BREL sales force participates in Global Meeting - FL Exchange QMI Contact Top 20 clients Discussions with current and potential customers around new value proposition Integration kick-off meeting Site visits by Integration teams Define responsibilities and objectives of Integration team(s) Complete contracts and regulatory oversight Prepare launch of new value proposition to key clients Begin sharing leads for discrete services (e.g. Cell banking, CMO) Initiate intra-company sourcing of select services/ products (e.g. mycoplasma, lot release, media) Begin Building Linkages Across Organizations

Pre-Close Kickoff Specifics Preparation 1 week Kickoff Meeting 2 days, offsite Compose Integration Mission Statement Determine CTQ and Non-Negotiables Compile list of potentials Designate pitchers and catchers Define & schedule operating mechanisms Begin customizing web tracker to project Introduction (Segment Director) Describe integration process (IL) Deal economics & rationale (IL) Integration Mission Statement, CTQ, Non-negotiables (IL) Introduce Pitchers & Catchers (IL) Work-Out! Define integration roadmap. Align activities with Mission Statement, CTQ, Non-Neg. IL Votes in Town Hall Meeting ? Initial plan Announce Integration Plan Review 1&2 (IL) Well-Executed Kickoff Makes Success Possible

Integration Pitchers and Catchers Legal Operations IT Applications IT HR Finance R&D Commercial Europe Product Management Invitrogen BioReliance Names -TBA Names Will Be Announced Soon

Create a total system architecture capable of linking BREL to IVGN. This system must support company growth objectives and drive digitization of all business processes Leader: TBD IVGN 1 IVGN 2 BREL 1 BREL 2 Weeks 1 -2: Objective: Team: Proposed timing Conduct kick-off workout Generate list of prioritised ideas and define what needs to be done to get them implemented Create implementation budget Weeks 3-6: Weeks 6-12: Launch "quick win" projects Complete vendor assessments Pitch plan to executive team Review results of quick wins; make adjustments as needed Introduce Phase II work streams Build familiarity with existing architecture, obsolescence timelines, current status of Q-One integration and Oracle 11I - - US implementation plans Identify metrics to measure success Create common vision or roadmap for long term systems migration Implement ideas that have already been suggested or represent mission critical obstacles (sample): Complete Oracle 11I implementation Migrate UK assets to common platform Evaluate DocTrain for introduction to BREL Charter IVGN wide steering committee to address 5 year IT/IS plans Proposed Approach: 18 -24 month strategic plan and budget Implementation schedule for linking Web, Voice, e- mail and financial reporting assets Visible improvement on targeted metrics Expected deliverables: All facilities and operations Scope: Illustrative Example - IT Implementation Team Charter

Revenue Growth Levers Building the Fort and Expanding Beyond Core Extend Options Reagents Media Cell Culture Assays Combinations Horizontal Integration Vertical Integration Instruments + Reagents + S/W Three Horizons of Growth Biologics Filtration + Separation + Service Reagents + Diagnostic Products Merging Disruptive Technology RNAi Bio-informatics Bio-processing Platforms Squashing the threats & enabling the Upside Utilize M&A strategy to control the levers Contract Mfg Operating Systems

Cost & Revenue Synergy Relationship Exceeding Revenue Targets Eases Pressure on Costs The success of the integration is much more sensitive to achieving revenue goals than cost goals Cost-Out Goal Revenue Growth Target 14% 15% 16% 17% 18% 100% 80% 60% 40% 20% Business Unit OM ($) Target A 1% shortfall in revenue synergy would require exceeding cost synergies by 7% If you exceed by 2-3% could ease cost-out goals by 20% Over 40% of mergers fail to meet cost-out goals Emphasizing growth is far better for motivating key talent 19% 20% 21% 22% 23%

Our Philosophy Protect customer experience Drive revenue growth Resolve uncertainty Reiterate the goals of integration Break down barriers Acknowledge & celebrate accomplishments Communicate constantly Listen Provide real answers Admit what you don't know Address rumors - fast Change is Never Easy - Positive Attitudes Are Critical

Invitrogen is a leader Our partnership is a win-win for all Solid integration plans A smooth transition is underway Let's Get Started! Summary ~ Welcome BioReliance!

Q & A

EX-99.A.5.3

PRESENTATION MATERIALS