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

The name of the subject company to which this Solicitation/ Recommendation Statement on Schedule 14D-9 (together with the accompanying Exhibits and Annexes, the “Schedule 14D-9”) relates is BioReliance Corporation, a Delaware corporation (“BioReliance”). The address of the principal executive offices of BioReliance is 14920 Broschart Road, Rockville, Maryland 20850. The telephone number of BioReliance at its principal executive offices is (301) 738-1000.

The title of the class of equity securities to which this Schedule 14D-9 relates is the common stock, par value $0.01 per share, of BioReliance (each share of common stock is referred to in this Schedule 14D-9 as a “Share,” and collectively, the “Shares”). As of December 31, 2003, there were 8,431,979 Shares outstanding.

The name, business address and business telephone number of BioReliance, which is the subject company and the person filing this Schedule 14D-9, are set forth in Item 1 “Subject Company Information” above.

This Schedule 14D-9 relates to the tender offer by Baseball Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Invitrogen Corporation, a Delaware corporation (“Invitrogen”), to purchase all of the outstanding Shares, at a purchase price of $48.00 per Share (the “Offer Price”), net to seller in cash, without interest thereon, and upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 8, 2004 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”) (which, together with any amendments or supplements to the Offer to Purchase and the Letter of Transmittal, collectively constitute the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the “Schedule TO”), filed by Invitrogen and Purchaser with the Securities and Exchange Commission on January 8, 2004. Copies of the Offer to Purchase and the Letter of Transmittal are filed as Exhibits (a)(1) and (a)(2) to this Schedule 14D-9, respectively, and are incorporated in this Schedule 14D-9 by reference.

The Offer is being made under the Agreement and Plan of Merger, dated as of December 24, 2003, by and among Invitrogen, Purchaser and BioReliance (the “Merger Agreement”). The Merger Agreement provides that, among other things, subject to the satisfaction or waiver of certain conditions, following completion of the Offer, and in accordance with the Delaware General Corporation Law (the “DGCL”), Purchaser will be merged with and into BioReliance (the “Merger”). After the effective time of the Merger (the “Effective Time”), BioReliance will continue as the surviving corporation (the “Surviving Corporation”) and will be a wholly owned subsidiary of Invitrogen. At the Effective Time of the Merger, each issued and outstanding Share (other than Shares owned by Invitrogen, any of its subsidiaries (including Purchaser), BioReliance (as treasury stock), and Shares held by stockholders who properly demand appraisal and comply with the provisions of Section 262 of the DGCL relating to dissenters’ rights of appraisal) will be converted into the right to receive the same amount in cash per Share that is paid under the Offer, without interest. The Merger Agreement is summarized in Section 12, “Purpose of the Offer and Merger; Plans for BioReliance; the Merger Agreement; the Voting and Tender Agreement; and the Confidentiality Agreement,” of the Offer to Purchase, which is being mailed to stockholders together with this Schedule 14D-9 and filed as an exhibit to the Schedule TO. Such summary is qualified in its entirety by reference to the Merger Agreement, which has been filed as Exhibit (e)(1) to this Schedule 14D-9 and is incorporated in this Schedule 14D-9 by reference.

Invitrogen has formed Purchaser in connection with the Merger Agreement, the Offer and the Merger. The Schedule TO states that the principal executive offices of each of Invitrogen and Purchaser are located at 1600 Faraday Avenue, Carlsbad, California 92008 and their telephone number is (760) 603-7200.

Certain contracts, agreements, arrangements or understandings between BioReliance or its affiliates and certain of its directors and executive officers are, except as noted below, described in the Information Statement (the “Information Statement”) under Section 14(f) of the Securities Exchange Act of 1934, as

In considering the recommendations of the Board of Directors of BioReliance (the “BioReliance Board” or the “BioReliance Board of Directors”) with respect to the Offer, the Merger and the Merger Agreement, and the fairness of the consideration to be received in the Offer and the Merger, stockholders should be aware that certain executive officers and directors of BioReliance have interests in the Offer and the Merger which are described below, in Annex A and in the sections of the Offer to Purchase listed below, and which may present them with certain potential conflicts of interest.

The BioReliance Board was aware of these potential conflicts of interest and considered them along with the other matters described below in Item 4, “The Solicitation or Recommendation — (b)(ii) Reasons for the Recommendation of the BioReliance Board of Directors.”

The Merger Agreement. The summary of the Merger Agreement and the description of the conditions of the Offer contained in Section 12, “Purpose of the Offer and Merger; Plans for BioReliance; the Merger Agreement; the Voting and Tender Agreement; and the Confidentiality Agreement,” and Section 14, “Certain Conditions of the Offer,” respectively, of the Offer to Purchase, which is being mailed to stockholders together with this Schedule 14D-9 and filed as an exhibit to the Schedule TO, is incorporated in this Schedule 14D-9 by reference. Such summary is qualified in its entirety by reference to the Merger Agreement, which has been filed as Exhibit (e)(1) to this Schedule 14D-9 and is incorporated in this Schedule 14D-9 by reference.

The Top-Up Option. Pursuant to the Merger Agreement, Invitrogen and Purchaser have an irrevocable option (the “Top-Up Option”) to purchase from BioReliance, at a price per Share equal to the Offer Price, a number of Shares (the “Top-Up Option Shares”), not to exceed 1,682,784 Shares, that, when added to the number of any outstanding Shares owned by Invitrogen or Purchaser or any wholly-owned subsidiary of Invitrogen or Purchaser at the time of exercise of the Top-Up Option, constitutes one Share more than 90% of the number of Shares that will be outstanding immediately after the issuance of the Top-Up Option Shares.

The Top-Up Option may be exercised by Invitrogen or Purchaser, in whole or in part:


	•	only after Purchaser has purchased and paid for Shares constituting 88% of the then outstanding Shares; and

	•	at any one time on or after the Expiration Date of the Offer and on or prior to the 10th business day after the later of the Expiration Date of the Offer or the expiration of any subsequent offering period of up to 20 business days following the expiration of the Offer that Purchaser may elect provide pursuant to Rule 14d-11 under the Exchange Act.

The summary of the Top-Up Option contained in Section 12, “Purpose of the Offer and Merger; Plans for BioReliance; the Merger Agreement; the Voting and Tender Agreement; and the Confidentiality Agreement — The Merger Agreement — Top-Up Option,” of the Offer to Purchase, which is being mailed to stockholders together with this Schedule 14D-9 and filed as an exhibit to the Schedule TO, is incorporated in this Schedule 14D-9 by reference. Such summary is qualified in its entirety by reference to the Merger Agreement, which has been filed as Exhibit (e)(1) to this Schedule 14D-9 and is incorporated in this Schedule 14D-9 by reference.

Appointment of Directors. In the Merger Agreement, BioReliance granted to Purchaser the right to designate members of the Board of Directors of BioReliance upon the consummation of the Offer. Additional information with respect to the appointment of directors is contained in the Information Statement attached to

this Schedule 14D-9 as Annex A and the summary of Invitrogen’s right to appoint members to BioReliance’s Board contained in Section 12, “Purpose of the Offer and Merger; Plans for BioReliance; the Merger Agreement; the Voting and Tender Agreement; and the Confidentiality Agreement — The Merger Agreement — BioReliance Board Representation,” of the Offer to Purchase, which is being mailed to stockholders together with this Schedule 14D-9 and filed as an exhibit to the Schedule TO, and is incorporated in this Schedule 14D-9 by reference. Such summary is qualified in its entirety by reference to the Merger Agreement, which has been filed as Exhibit (e)(1) to this Schedule 14D-9 and is incorporated in this Schedule 14D-9 by reference.

Voting and Tender Agreement. Invitrogen has entered into a Voting and Tender Agreement, dated as of December 24, 2003 (the “Voting and Tender Agreement”), with Sidney R. Knafel, Douglas R. Knafel 1978 Trust, Andrew G. Knafel 1978 Trust, Douglas R. and Andrew G. Knafel 1976 Trust, Douglas R. Knafel 1983 Trust, Andrew G. Knafel, Knafel Family Foundation, Estate of Susan R. Knafel and ICI Communications, Inc. (collectively, the “Principal Stockholders”). The summary of the Voting and Tender Agreement contained in Section 12, “Purpose of the Offer and Merger; Plans for BioReliance; the Merger Agreement; the Voting and Tender Agreement; and the Confidentiality Agreement,” of the Offer to Purchase, which is being mailed to stockholders together with this Schedule 14D-9 and filed as an exhibit to the Schedule TO, is incorporated in this Schedule 14D-9 by reference. Such summary is qualified in its entirety by reference to the Voting and Tender Agreement, which has been filed as Exhibit (e)(2) to this Schedule 14D-9 and is incorporated in this Schedule 14D-9 by reference.

Confidentiality Agreement. BioReliance and Invitrogen have entered into a Confidentiality Agreement, dated August 30, 2002 and amended December 9, 2003 (together, the “Confidentiality Agreement”). The summary of the Confidentiality Agreement contained in Section 12, “Purpose of the Offer and Merger; Plans for BioReliance; the Merger Agreement; the Voting and Tender Agreement; and the Confidentiality Agreement,” of the Offer to Purchase, which is being mailed to stockholders together with this Schedule 14D-9 and filed as an exhibit to the Schedule TO, is incorporated in this Schedule 14D-9 by reference. Such summary is qualified in its entirety by reference to the Confidentiality Agreement, which has been filed as Exhibits (e)(3) and (e)(4) to this Schedule 14D-9 and is incorporated in this Schedule 14D-9 by reference.

Employment Agreements. BioReliance has entered into an employment agreement with each of Capers W. McDonald, John L. Coker, Allan J. Darling, David E. Jackson, Raymond F. Cosgrove and Diana Morgan. Under these agreements, each executive officer is entitled to receive severance payments if his or her employment is terminated after a Change of Control, either without Cause or for Good Reason (as those terms are defined in the employment agreements). The amount of the severance payments is equal to 16 months of the executive’s then current base salary, paid in two parts as follows:


	•	an initial lump-sum payment of eight (8) months of base salary will be paid within ten (10) working days of termination of employment; and

	•	beginning six (6) months after termination of employment, equal monthly payments for eight (8) months thereafter, subject to a corresponding reduction for any base compensation payments the executive receives through new employment.

Based on their current base salaries, the maximum amount of severance to which the executive officers would be entitled upon termination of their employment would be as follows:


	Mr. McDonald, $575,187; Mr. Coker, $322,000; Mr. Jackson, $293,333; Dr. Darling, $306,667; Dr. Cosgrove, $233,333; and Dr. Morgan, $175,000.

These employment agreements also provide that, within thirty (30) calendar days of termination of an executive officer’s employment by BioReliance without cause or by the executive officer with good reason,

Under terms of their respective employment agreements, each executive officer may elect to continue medical benefits coverage under their current plan. BioReliance will pay the premium for a period of the lesser of 16 or 18 months (depending on the terms of the employment agreement), or until such time as the executive officer obtains other employment that provides medical benefits coverage. In addition, under the terms of Dr. Cosgrove and Dr. Morgan’s respective employment agreements, BioReliance will continue to provide other benefits provided at the time of termination, such as a fully expensed leased car, for a period of the lesser of 16 months or until such time as the executive officer obtains other employment that provides similar benefits.

The preceding summary of employment agreements is qualified in its entirety by reference to the employment agreements, which have been filed as Exhibits (e)(6) through (e)(11) to this Schedule 14D-9 and are incorporated in this Schedule 14D-9 by reference.

Stock Options; ESPP. The summary of the treatment of BioReliance stock options under the Merger Agreement contained in Section 12, “Purpose of the Offer and Merger; Plans for BioReliance; the Merger Agreement; the Voting and Tender Agreement; and the Confidentiality Agreement — the Merger Agreement — Company Option Plans and Employee Stock Purchase Plan,” of the Offer to Purchase, which is being mailed to stockholders together with this Schedule 14D-9 and filed as an exhibit to the Schedule TO, is incorporated in this Schedule 14D-9 by reference. Such summary is qualified in its entirety by reference to the Merger Agreement, which has been filed as Exhibit (e)(1) to this Schedule 14D-9 and is incorporated in this Schedule 14D-9 by reference.

Under the Merger Agreement, with respect to each outstanding option under BioReliance’s 1997 incentive plan, as amended (the “1997 Plan”) and if so provided in the option agreement evidencing the option and permitted by the 1997 Plan, the holder of the option may surrender for cancellation within 60 days after the acceptance of the BioReliance common stock under the Offer any portion of the option to the extent not yet exercised in exchange for an immediate cash payment. The following table sets forth, with respect to each of the executive officers and non-employee directors of BioReliance:


	•	The number of shares of BioReliance common stock subject to options held by such persons that will be exercisable immediately upon the consummation of the Offer (including options that are currently exercisable as well as options that will become exercisable in connection with the transactions contemplated by the Merger Agreement);

	•	The range of exercise prices of the options held by such persons;

	•	The weighted average exercise price per share of the options held by such persons; and

	•	The cash value (the total stock value less the exercise price) of all options held by such persons, based upon an assumed per Share value of $48.00.


(1)	With respect to outstanding options granted to Mr. Gedale (500 shares) under the BioReliance 1995 non-qualified stock option plan, the terms of the options do not entitle the holder to a cash-out election.

Options that are not eligible for the cash-out election or options with respect to which an effective cash-out election has not been made under the terms of the Merger Agreement will be assumed by Invitrogen. The exercise price of options granted to executive officers and non-employee directors of BioReliance are set forth in “Directors Compensation and Fees” in the Information Statement attached to this Schedule 14D-9 as Annex A. The beneficial ownership table included in the Information Statement attached to this Schedule 14D-9 as Annex A sets forth the beneficial ownership of Shares and stock options of BioReliance’s executive officers and non-employee directors.

The Merger Agreement provides that BioReliance will designate the earlier of February 29, 2004 or the date of the acceptance of the shares of BioReliance common stock pursuant to the Offer as the last day of the current purchase period under its 2001 Employee Stock Purchase Plan (the “ESPP”). Pursuant to the Merger Agreement, all rights to purchase Shares under the ESPP will be extinguished as of that date and BioReliance will suspend any new purchase period from commencing under the ESPP. Mr. Coker and Dr. Darling are currently participating in the ESPP and could purchase up to approximately 45 and 42 Shares, respectively, at a purchase price of $37.92 per Share if the current purchase period continues through February 29, 2004.

Indemnification; Directors’ and Officers’ Insurance. Under the Merger Agreement, Invitrogen has agreed (i) to indemnify and hold harmless, the present and former officers and directors of BioReliance in respect of acts or omissions occurring prior to the Effective Time and (ii) to maintain for a period of six years BioReliance’s directors’ and officers’ liability insurance in respect of acts or omissions occurring prior to the Effective Time or secure other insurance coverage; provided, that if the aggregate premium for maintaining such coverage exceeds $4,000,000, Invitrogen shall furnish such coverage as can be obtained by paying an aggregate premium of $4,000,000. The summary of the terms of the indemnification and directors’ and officers’ insurance provision of the Merger Agreement contained in Section 12, “Purpose of the Offer and Merger; Plans for BioReliance; the Merger Agreement; the Voting and Tender Agreement; and the Confidentiality Agreement — the Merger Agreement — Indemnification; Directors’ and Officers’ Insurance,” of the Offer to Purchase, which is being mailed to stockholders together with this Schedule 14D-9 and filed as an exhibit to the Schedule TO, is incorporated in this Schedule 14D-9 by reference. Such summary is qualified in its entirety by reference to the Merger Agreement, which has been filed as Exhibit (e)(1) to this Schedule 14D-9 and is incorporated in this Schedule 14D-9 by reference.

Certain Employee Agreements and Benefit Plans. The Merger Agreement provides that for the one year period after the Effective Time, employees of BioReliance and its subsidiaries who continue their employment after the Effective Time will be eligible to participate in pension, welfare and equity compensation plans and programs sponsored and maintained by Invitrogen and its affiliates on the same criteria as are applied to similarly situated employees of Invitrogen and its affiliates. Invitrogen and its affiliates will recognize the service of each participant in BioReliance and its subsidiaries’ employee benefit plans, other than the ESPP and the 1997 Plan, through the Effective Time for purposes of eligibility to participate and vesting under the benefit plans of Invitrogen and its affiliates.

In addition, pursuant to the terms of the Merger Agreement, Invitrogen, Purchaser and the Surviving Corporation must honor certain of BioReliance’s contracts, agreements, collective bargaining agreements and commitments, identified to Invitrogen and Purchaser, which apply to any current or former employee or current or former director of BioReliance or its subsidiaries.

The BioReliance Board, at a meeting held on December 23, 2003, unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, determined that the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable and fair to, and in the best interests of, BioReliance and its stockholders, and recommended that the stockholders of BioReliance adopt the Merger Agreement, to the extent such adoption is required by applicable law. The BioReliance Board unanimously recommends that the stockholders of BioReliance accept the Offer and tender their Shares to Purchaser under the Offer.

The BioReliance Board of Directors and its executive management have regularly considered strategies for enhancing stockholder value, expanding BioReliance’s geographic reach, broadening its portfolio of services and products, and growing its business. These strategic considerations have included transactions such as joint ventures, strategic investments and alliances, and acquisition opportunities, as well as execution of BioReliance’s business plan as a standalone organization.

In that regard, in April 2002, three members of the BioReliance Board of Directors invited Bear, Stearns & Co. Inc. (“Bear Stearns”) to make a presentation regarding its valuation analysis of BioReliance and provide a review of the parties that Bear Stearns thought might be interested in a strategic transaction with BioReliance. On May 16, 2002, BioReliance engaged Bear Stearns to act as its exclusive financial advisor to explore a possible sale, merger or business combination. In June 2002, the BioReliance Board of Directors received an updated presentation from Bear Stearns regarding its valuation analysis and the identified group of potentially interested parties. At this meeting, the Board also received from BioReliance’s legal advisor, Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”), a presentation regarding the directors’ fiduciary duties in connection with a possible sale, merger or business combination involving BioReliance. Following these presentations, the BioReliance Board of Directors authorized management and Bear Stearns to identify potential acquirors and undertake a limited auction.

Commencing in July 2002, Bear Stearns contacted 13 potential strategic and financial parties (excluding Invitrogen) selected on the basis of a variety of factors, including perceived interest in BioReliance, familiarity with the business in which BioReliance operates and financial ability to consummate a transaction with BioReliance. Subsequently, Bear Stearns received from UBS Securities LLC (“UBS”), Invitrogen’s financial advisor, an unsolicited indication of Invitrogen’s interest regarding a possible business combination with BioReliance. Bear Stearns engaged in preliminary discussions with these potential parties on behalf of BioReliance, and those parties expressing an interest in pursuing a possible transaction were required to execute a confidentiality agreement. Nine parties executed confidentiality agreements and received a confidential information memorandum regarding BioReliance from Bear Stearns. Invitrogen executed a confidentiality agreement on August 30, 2002.

Between September 12, 2002 and September 13, 2002, Invitrogen and four other potential acquirors submitted proposals to BioReliance, and on September 23, 2002, a sixth potential acquiror submitted a proposal to BioReliance. Invitrogen’s initial proposal to acquire BioReliance, dated September 12, 2002, contemplated a potential purchase price in the range of $28.00 to $31.00 per share in cash. Bear Stearns advised Invitrogen that the purchase prices reflected in the proposals received from the other four parties ranged in amounts up to $35.00 per share and involved consideration in the form of stock of the acquiror or a mix of cash and stock. On September 24, 2002, Invitrogen indicated that it was prepared to consider a purchase price per share of $32.00 to $35.00 in cash.

On September 19, 2002, the BioReliance Board of Directors met by telephone conference with BioReliance’s financial and legal advisors to discuss the five proposals that had been received by that date. Bear Stearns reviewed with the BioReliance Board of Directors the proposals, the transaction structures and the valuation methodologies it expected to utilize in evaluating the consideration to be received in a transaction. Following this discussion, the BioReliance Board of Directors authorized management and its advisors to continue negotiations with Invitrogen and one other party (“Company A”) and to reject the proposals received from the other three parties based on price and lack of flexibility.

Following the meeting, Bear Stearns conducted further discussions with each of Invitrogen and Company A. Invitrogen and Company A continued their business, legal and financial diligence through September and October, attending management presentations with BioReliance’s senior management and reviewing documents provided by BioReliance in a data room in mid to late October 2002.

On November 22, 2002, UBS informed Bear Stearns that Invitrogen’s board of directors did not support moving forward with a transaction at that time and that Invitrogen was withdrawing its nonbinding bid. By this time, Company A had also withdrawn from the process based upon a significant decline in Company A’s share price and BioReliance’s unwillingness to consider any potential reduction in the value its stockholders would receive in the proposed transaction.

From late November 2002 until early June 2003, BioReliance did not have any further substantive discussions with any parties involving a possible sale, merger or business combination transaction.

On June 5, 2003, Sidney R. Knafel, Chairman of BioReliance, met with the chief executive officer of one of the other companies (“Company B”) that had submitted a proposal to acquire BioReliance in September 2002. At this meeting, the chief executive officer of Company B indicated that Company B would be prepared to discuss an acquisition of BioReliance at a purchase price of approximately $29.00 per share. BioReliance did not pursue further discussions with this party based on price.

In the spring and summer of 2003, BioReliance participated in a bid process to acquire Q-One Biotech Group Ltd., and on August 12, 2003, BioReliance announced that it had entered into definitive agreements to acquire Q-One Biotech Group Ltd.

On September 8, 2003, Invitrogen delivered to Bear Stearns a written indication of interest for an all cash transaction at a value of $35.00 per share, and Bear Stearns delivered the proposal to Mr. Knafel.

On September 9, 2003, the BioReliance Board of Directors authorized BioReliance to seek parties with whom to partner, joint venture, lease or sell its U.S. manufacturing business. BioReliance management prepared a written presentation related to the biologics manufacturing opportunities associated with its U.S. manufacturing business and over the course of the next several weeks identified and contacted approximately 15 companies concerning these opportunities, including Invitrogen.

On September 19, 2003, the BioReliance Board of Directors met by telephone conference to discuss the Invitrogen proposal and determined that it was not in the best interests of the BioReliance stockholders. Following the meeting, BioReliance advised Bear Stearns that BioReliance was not interested in pursuing a transaction with Invitrogen at that time on the terms proposed.

On September 23, 2003, BioReliance completed its acquisition of Q-One Biotech Group Ltd.

On October 6, 2003, Capers W. McDonald, President and Chief Executive Officer of BioReliance, contacted Gregory T. Lucier, President and Chief Executive Officer of Invitrogen, by telephone. During this call, Mr. Lucier indicated that Invitrogen was interested in meeting in person with BioReliance management to visit BioReliance’s U.S. biologics manufacturing facility and discuss opportunities related to that business. Mr. Lucier also indicated an interest on Invitrogen’s part in discussing a possible acquisition of BioReliance.

On October 17, 2003, Invitrogen executed a special purpose confidentiality agreement with BioReliance and received copies of a written presentation concerning BioReliance’s biologics manufacturing opportunities on October 18, 2003. Representatives of Invitrogen’s management toured BioReliance’s U.S. manufacturing facilities and participated with management in discussions concerning the related opportunities on November 6, 2003. At that meeting, Invitrogen management expressed interest in pursuing the biologics manufacturing opportunities.

On October 30, 2003, Messrs. Knafel and Lucier met to discuss Invitrogen’s continued interest in acquiring BioReliance.

On November 14, 2003, Invitrogen submitted to Mr. Knafel a written indication of interest with respect to an acquisition of BioReliance at a price of between $47.00 and $49.00 per share, with 70% of the consideration to be paid in cash and 30% to be paid in the form of Invitrogen common stock.

On November 19, 2003, Messrs. Knafel and Lucier discussed Invitrogen’s proposal by telephone, and Mr. Knafel indicated that he would be prepared to recommend a transaction under the proposed structure (70% cash and 30% stock) at a price of $49.00 per share.

On November 20, 2003, the BioReliance Board of Directors met by telephone conference to discuss the Invitrogen proposal and determined to consider a potential transaction with Invitrogen, subject to contingencies relating to the timing of the transaction closing and the immediate saleability of Invitrogen’s stock to be received in the proposed transaction. After the meeting, Mr. Knafel telephoned Mr. Lucier to communicate BioReliance’s interest in pursuing the proposed transaction.

On November 24, 2003, Invitrogen’s legal advisors circulated a draft merger agreement. Negotiations on the terms of the definitive merger agreement occurred over the course of the next several weeks. The BioReliance Board of Directors held meetings by teleconference on December 1, 2003, to review the discussions between the parties regarding the proposed transaction and the negotiation of the definitive merger agreement.

On December 8, 2003, BioReliance reengaged Bear Stearns as its financial advisor in connection with the potential transaction with Invitrogen. On December 9, 2003, BioReliance and Invitrogen amended their confidentiality agreement to extend to confidential information provided by Invitrogen to BioReliance and its representatives.

On December 10, 2003, Messrs. Knafel and Lucier met to discuss the proposed terms of the merger.

On December 12, 2003, Mr. Knafel received a call from the chief executive officer of Company B, inviting Mr. Knafel to get together for another meeting. A representative of Bear Stearns returned the call on Mr. Knafel’s behalf and, after a brief discussion, the chief executive officer of Company B indicated that Company B would not be in a position to consider a transaction with BioReliance that would be competitive with the Invitrogen proposal.

In mid December 2003, Invitrogen and its representatives continued and finalized their due diligence review, including further discussions with BioReliance’s management, and BioReliance’s legal, financial and accounting advisors also conducted a due diligence review of Invitrogen.

On the evening of December 16, 2003, the BioReliance Board of Directors met in person at BioReliance’s headquarters to consider the question of approving the terms of the proposed merger. Bear Stearns reviewed with the BioReliance Board of Directors its financial analysis of the consideration payable in the transaction and advised the BioReliance Board of Directors that, subject to a review of the final terms of the agreement, Bear Stearns expected to be able to deliver an opinion to the effect that, as of the date of the opinion and based

upon and subject to certain matters stated in such opinion, the merger consideration to be received in the transaction was fair, from a financial point of view, to the stockholders of BioReliance other than the Principal Stockholders. Fried Frank reviewed with the BioReliance Board of Directors the terms of the proposed merger agreement negotiated with Invitrogen and Invitrogen’s legal counsel and reviewed again with the BioReliance Board of Directors its fiduciary duties in the context of the proposed transaction. Fried Frank reviewed with the BioReliance Board of Directors BioReliance’s right to accept a superior offer, if one is received, and to terminate the merger agreement subject to its payment of any applicable break-up fee.

During the evening of December 19, 2003, as an alternative to the $49.00 per share, 70% cash and 30% stock transaction then under discussion, Invitrogen proposed an all cash transaction at a price of $47.00 per share. Such transaction would be implemented through a cash tender offer. After discussion among the members of the BioReliance Board of Directors, senior management of BioReliance and its legal and financial advisors, BioReliance indicated to Invitrogen that it was supportive of an all cash transaction provided that the price was increased to $48.00 per share.

Later during the evening of December 19, 2003, Messrs. Knafel and Lucier discussed and agreed to recommend to their respective boards of directors an all cash price of $48.00 per share.

On December 21, 2003, Invitrogen’s legal advisors circulated a revised draft of the merger agreement reflecting the $48.00 per share all cash tender offer structure.

During the morning of December 22, 2003, representatives of BioReliance’s and Invitrogen’s management teams, and BioReliance’s and Invitrogen’s legal and financial advisors, participated in a telephone conference to negotiate the terms of the revised draft of the merger agreement circulated by Invitrogen’s legal advisors on December 21, 2003.

The BioReliance Board of Directors held meetings by teleconference on each of December 22 and 23, 2003, to review the discussions between the parties regarding the proposed transaction and the negotiation of the definitive merger agreement. At the meeting on December 22, 2003, Bear Stearns reviewed with the BioReliance Board of Directors its financial analysis of the consideration payable in the transaction and advised the BioReliance Board of Directors that, subject to a review of the final terms of the agreement, Bear Stearns expected to be able to deliver an opinion to the effect that, as of the date of the opinion and based upon and subject to certain matters stated in such opinion, the consideration to be received in the Offer and the Merger was fair, from a financial point of view, to the stockholders of BioReliance other than the Principal Stockholders. Fried Frank reviewed with the BioReliance Board of Directors the terms of the proposed merger agreement negotiated with Invitrogen and Invitrogen’s legal counsel and reviewed again with the BioReliance Board of Directors its fiduciary duties in the context of the proposed transaction.

During the evening of December 22, 2003, Messrs. Knafel and Lucier discussed and resolved the outstanding business issues in connection with the draft merger agreement.

On December 23, 2003, Bear Stearns delivered its opinion to the BioReliance Board of Directors that, as of the date of such opinion, based upon and subject to the considerations and assumptions set forth therein, the consideration to be received in the Offer and the Merger is fair, from a financial point of view, to the stockholders of BioReliance other than the Principal Stockholders.

After discussion, the BioReliance Board of Directors unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and Merger (collectively, the “Transactions”), are fair to, and in the best interests of, the stockholders of BioReliance, (b) approved and declared advisable the Merger Agreement and the Transactions, (c) approved the execution, delivery and performance of the Merger Agreement and the completion of the Transactions contemplated thereby, and (d) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer and approve and adopt the Merger Agreement. The BioReliance Board of Directors also approved the Voting and Tender Agreement.

BioReliance, Invitrogen and Purchaser executed the Merger Agreement early in the morning of December 24, 2003. The Voting and Tender Agreement was executed by Invitrogen and the Principal

(b)(ii) Reasons for the Recommendation of the BioReliance Board of Directors.

In reaching its recommendation described above in paragraph (a) of this Item 4, the BioReliance Board of Directors considered a number of factors, including the following:


	•	the fact that the consideration to be paid in the Offer and the Merger is all cash; and

	•	the relationship of the Offer Price to the recent and historical market prices and trading activity of the Shares. As part of this, the Board considered that the Offer Price was equal to the closing price on December 23, 2003, the day before the Merger Agreement was publicly announced. The Board also considered that the Offer Price represents (i) a premium of 11.1% to the average closing price of the Shares reported by the Nasdaq National Market for the one-month period ending on December 19, 2003, (ii) a premium of 34.1% to the average closing price of the Shares reported by the Nasdaq National Market for the three-month period ending on December 19, 2003, (iii) a premium of 61.5% to the average closing price of the Shares reported by the Nasdaq National Market for the six-month period ending on December 19, 2003, and (iv) a premium of 90.4% to the average closing price of the Shares reported by the Nasdaq National Market for the 12-month period ending on December 19, 2003;

	•	The fact that Invitrogen’s obligation to consummate the Offer and the Merger is subject to a limited number of conditions, including, among others, the condition that sufficient Shares be tendered that would give Invitrogen and its affiliates a majority of the outstanding Shares of BioReliance on a fully diluted basis. The BioReliance Board of Directors also considered the fact that Invitrogen’s obligation to consummate the Offer and the Merger is not subject to any financing contingencies;

	•	The BioReliance Board’s familiarity with, and management’s view of, the financial condition, operations and businesses of BioReliance, including the risks and prospects of BioReliance going forward as an independent company;

	•	The financial analysis of Bear Stearns, including its opinion as to the fairness of the consideration to be received in the Offer and the Merger, from a financial point of view, to BioReliance’s stockholders (other than the Principal Stockholders). A copy of the written opinion delivered by Bear Stearns to the BioReliance Board of Directors setting forth the procedures followed, the matters considered, the assumptions made and the qualifications and limitations on the scope of the review undertaken by Bear Stearns in arriving at its opinion is attached as Annex B to this Schedule 14D-9 and incorporated in this Schedule 14D-9 by reference. Stockholders are urged to read this opinion in its entirety. The BioReliance Board was aware of and considered the amount and contingent nature of the compensation payable to Bear Stearns in connection with the Offer and the Merger, as described in Item 5 below;

	•	The fact that over a period of several months in 2002 Bear Stearns solicited and received indications of interest from a number of potential purchasers interested in acquiring BioReliance in a process designed to maximize stockholder value and that neither Bear Stearns nor BioReliance received any indication of interest in acquiring BioReliance at value ranges meeting or exceeding the value offered by Invitrogen;

	•	The BioReliance Board’s view that conducting an additional public auction process before selling the company would be detrimental to BioReliance and its stockholders by (a) potentially losing the opportunity to effect the proposed transaction with Invitrogen on the terms contemplated by the Merger Agreement and (b) significantly disrupting BioReliance’s existing operations and exposing it to potential employee retention, customer loss and other risks that are inherent in a public auction;


	•	The fact that, in view of the prior efforts of BioReliance and Bear Stearns to find potential acquirers, it was unlikely that any other party would propose to enter into a transaction more favorable to BioReliance and its stockholders;

	•	The fact that the Merger Agreement provides for a prompt cash tender offer for all the Shares to be followed by a merger for the same consideration, thereby enabling BioReliance’s stockholders, at the earliest possible time, to obtain the benefits of the transaction in exchange for their Shares;

	•	The fact that the Merger Agreement permits BioReliance, under certain conditions, to provide information to, and negotiate with, any third party that may make an unsolicited acquisition proposal if the BioReliance Board reasonably believes in good faith that the negotiations could result in a Company Superior Proposal (as defined in the Merger Agreement) without market risk;

	•	The fact that the Merger Agreement can be terminated by BioReliance if the Board of Directors receives a Company Superior Proposal; and

	•	The fact that Sidney R. Knafel and the other Principal Stockholders, which collectively owning approximately 38.5% of BioReliance’s outstanding common stock, have agreed to tender their Shares in the Offer, thereby significantly increasing the likelihood of satisfying the minimum condition to the Offer.

The BioReliance Board of Directors also identified and considered several potentially countervailing factors in its deliberations concerning the Offer and the Merger, including the following:


	•	The risk that key employees of BioReliance could depart or be distracted by the process of the Offer and the Merger and the subsequent integration of BioReliance and Invitrogen businesses;

	•	The risk of diverting management focus and resources from other strategic opportunities and from operational matters while working to implement the Merger;

	•	The risk that the Merger might not be completed and the potential adverse effects of the failure to consummate the Offer and the Merger on BioReliance’s operating results;

	•	The significant transaction costs that will be incurred by BioReliance in connection with the proposed transactions;

	•	The risk that, as a result of the announcement of the proposed transactions, BioReliance’s existing relationships with suppliers and customers could be impaired and BioReliance may have difficulty attracting new customers;

	•	The decreased likelihood of a competing third-party acquisition proposal in light of:


	•	BioReliance’s agreement not to solicit acquisition proposals; and

	•	the $15 million termination fee;


	•	The fact that certain officers and directors of BioReliance have interests in the Offer and the Merger that may conflict with the interests of BioReliance and its stockholders;

	•	The fact that BioReliance’s stockholders would not benefit from any future appreciation in the value of the Shares;

	•	The fact that the Offer and Merger would constitute taxable transactions’ and

	•	The fact that an all-cash transaction could potentially be completed in a minimal amount of time, thus reducing the distraction to BioReliance employees.

The foregoing discussion of factors considered and given weight by the BioReliance Board of Directors is not intended to be exhaustive, but includes the material factors considered. In view of its many considerations, the BioReliance Board of Directors did not find it practical to, and did not, quantify or otherwise assign relative weights to the various individual factors considered. In addition, individual members of the BioReliance Board of Directors may have given different weights to the various factors considered. After

After reasonable inquiry and to the best of BioReliance’s knowledge, each executive officer, director, affiliate and subsidiary of BioReliance who owns Shares currently intends, subject to compliance with applicable law including Section 16(b) of the Exchange Act, to tender all Shares held of record or beneficially owned by such person or entity to Purchaser in the Offer.

At the December 22, 2003 meeting of the BioReliance Board of Directors, Bear Stearns reviewed with the Board its financial analysis of the consideration payable in the transaction. On December 23, 2003, Bear Stearns delivered its written opinion to the BioReliance Board of Directors that, as of the date of such opinion, based upon and subject to the assumptions, qualifications and limitations set forth in its opinion, the consideration to be received in the Offer and the Merger is fair, from a financial point of view, to the stockholders of BioReliance other than the Principal Stockholders.

The full text of the fairness opinion dated December 23, 2003 which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Bear Stearns in rendering its fairness opinion, is attached as Annex B to this Schedule 14D-9. Stockholders are urged to, and should, read the fairness opinion carefully and in its entirety. The fairness opinion was delivered to the BioReliance Board of Directors for its use in connection with its consideration of the Merger Agreement and addresses only, as of the date of the fairness opinion, the fairness of the consideration to be received in the Offer and the Merger, from a financial point of view, to the stockholders of BioReliance (other than the Principal Stockholders). The fairness opinion is not intended to be, and does not constitute, a recommendation to the BioReliance Board of Directors or to any stockholder of BioReliance as to whether to tender their shares in the Offer or how to vote in connection with the Merger, to the extent required.

Bear Stearns is acting as BioReliance’s exclusive financial advisor in connection with the Offer and the Merger. Under the terms of Bear Stearns’ engagement letter dated May 16, 2002, as amended, upon consummation of the Offer, BioReliance has agreed to pay Bear Stearns a transaction fee that is anticipated to be approximately $7,277,000. The transaction fee shall be reduced by the amount of $200,000 in advisory fees previously paid to Bear Stearns and by $625,000, the amount of an opinion fee that became payable to Bear Stearns upon delivery of its written fairness opinion.

In addition, BioReliance has agreed to reimburse Bear Stearns for certain of its reasonable out-of-pocket expenses (including the fees and expenses of counsel, and of other consultants and advisors retained by Bear Stearns) incurred during its engagement and to indemnify Bear Stearns against certain liabilities, including liabilities under federal securities laws, arising out of Bear Stearns’ engagement.

Bear Stearns, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. In the ordinary course of business, Bear Stearns and its affiliates may actively trade or hold the securities of BioReliance and Invitrogen for their own account or for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities. In the past, Bear Stearns and its affiliates have provided financial advisory and financing services for Invitrogen unrelated to the Offer and the Merger and have received customary fees for the rendering of those services. Furthermore, Bear Stearns and its affiliates may maintain relationships with BioReliance, Invitrogen and their respective affiliates.

Except as set forth above, neither BioReliance nor any person acting on its behalf has employed, retained or agreed to compensate any person or class of persons to make solicitations or recommendations in connection with the Offer or the Merger, except that such solicitations or recommendations may be made by directors, officers or employees of BioReliance, for which services no additional compensation will be paid.

Except as set forth in the table below, no transactions in shares of BioReliance common stock have been effected during the past 60 days by BioReliance or, to the best of BioReliance’s knowledge, by any officer, director, affiliate or subsidiary of BioReliance.

Except as set forth in this Schedule 14D-9, BioReliance is not currently undertaking or engaged in any negotiations in response to the Offer that relate to (1) a tender offer for or other acquisition of BioReliance’s securities by BioReliance, any subsidiary of BioReliance or any other person; (2) an extraordinary transaction, such as a merger, reorganization or liquidation, involving BioReliance or any subsidiary of BioReliance; (3) a purchase, sale or transfer of a material amount of assets of BioReliance or any subsidiary of BioReliance; or (4) any material change in the present dividend rate or policy, or indebtedness or capitalization of BioReliance.

Except as set forth in this Schedule 14D-9, there are no transactions, resolutions of the BioReliance Board, agreements in principle or signed contracts in response to the Offer that relate to one or more of the events referred to in the preceding paragraph.

An Information Statement provided under Section 14(f) of the Exchange Act and Rule 14f-1 thereunder and attached to this Schedule 14D-9 as Annex A is being furnished to the stockholders of BioReliance in connection with the possible designation by Invitrogen, under the terms of the Merger Agreement, of certain

Business Combination Statute. BioReliance is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL prevents an “interested stockholder” (generally a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock or an affiliate or associate thereof) from engaging in a “business combination” (defined to include mergers and certain other transactions) with a Delaware corporation for a period of three years following the date such person became an interested stockholder unless, among other things, prior to such date the board of directors of the corporation approved either the business combination or the transaction in which the interested stockholder became an interested stockholder. The BioReliance Board has approved the Merger Agreement and Purchaser’s acquisition of Shares pursuant to the Offer, the Merger and the Voting and Tender Agreement and, therefore, Section 203 of the DGCL is inapplicable to the Merger and the transactions contemplated under the Merger Agreement.

Short Form Merger. Under Section 253 of the DGCL, if Purchaser acquires, under the Offer (including any subsequent offering period), the exercise of its rights under the Top-Up Option or otherwise, at least 90% of the Shares, Purchaser will be able to effect the Merger after consummation of the Offer without a vote of BioReliance’s stockholders. However, if Purchaser does not acquire at least 90% of the Shares under the Offer, the exercise of its rights under the Top-Up Option or otherwise, and a vote of BioReliance’s stockholders is required under the DGCL, a longer period of time will be required to effect the Merger.

Appraisal Rights. Holders of Shares do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, holders of Shares at the Effective Time will have certain rights pursuant to the provisions of Section 262 of the DGCL (a copy of which is attached as Schedule II to the Offer to Purchase and incorporated herein by reference), including the right to dissent and demand appraisal of, and to receive payment in cash of the fair value of, their Shares. Under Section 262 of the DGCL, dissenting BioReliance stockholders who comply with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such fair value in cash, together with a fair rate of interest thereon, if any. Any such judicial determination of the fair value of the Shares could be based upon factors other than, or in addition to, the price per Share to be paid in the Merger or the market value of the Shares. The value so determined could be more or less than the price per Share to be paid in the Merger. The foregoing summary of the rights of dissenting stockholders under the DGCL does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights available under the DGCL. The preservation and exercise of appraisal rights require strict adherence to the applicable provisions of the DGCL.

United States Antitrust Compliance. Invitrogen and BioReliance are each required to file a Notification and Report Form with respect to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“the HSR Act”), prior to completing the Offer. Under the provisions of the HSR Act applicable to the Offer, the acquisition of Shares pursuant to the Offer may be consummated after the expiration of a 15-calendar day waiting period commenced by the filing of a Notification and Report Form with respect to the Offer, unless Invitrogen and BioReliance receive requests for additional information or documentary material from the Antitrust Division of the Department of Justice or the Federal Trade Commission (the “FTC”) or unless early termination of the waiting period is granted. Invitrogen and BioReliance each filed their Notification and Report Forms with respect to the Offer on January 7, 2004. If, within the initial 15-day waiting period, either the Antitrust Division or the FTC requests additional information from Invitrogen and BioReliance concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day (or the next business day, if the tenth calendar day is a Saturday, Sunday or legal holiday) after the date of substantial compliance by Invitrogen and BioReliance with such requests. Only one extension of the waiting period pursuant to a request for additional information is

authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or by agreement of the parties. In practice, complying with a request for additional information or material can take a significant amount of time. In addition, if the Antitrust Division or the FTC raises substantive issues in connection with a proposed transaction, the parties frequently engage in negotiations with the relevant governmental agency concerning possible means of addressing those issues and may agree to delay consummation of the transaction while such negotiations continue. Expiration or termination of the applicable waiting period under the HSR Act is a condition to Purchaser’s obligation to accept for payment and pay for Shares tendered pursuant to the Offer.

Applicable Foreign Antitrust Laws. Completion of the Offer and the Merger also may require certain approvals by foreign regulatory authorities. Invitrogen and BioReliance conduct business in a number of foreign countries. Under the laws of certain foreign nations and multinational authorities, the Offer and the Merger may not be completed unless certain filings are made with these nations’ antitrust regulatory authorities or multinational antitrust authorities and these antitrust authorities approve or clear closing of the transaction. Other foreign nations and multinational authorities have voluntary and/or post-merger notification systems. Should any such approval or action be required, the parties currently contemplate that this approval or action would be sought.

Although the parties believe that they will obtain all material required regulatory approvals in a timely manner, it is not certain that all these approvals will be received in a timely manner or at all or that foreign or multinational antitrust authorities will not impose unfavorable conditions for granting the required approvals. Obtaining any foreign antitrust clearance required to be obtained prior to the expiration of the Offer is a condition to Purchaser’s obligation to accept for payment and pay for Shares tendered pursuant to the Offer.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	By:	/s/ CAPERS W. MCDONALD



	Name: Capers W. McDonald
	Title: President and Chief Executive Officer

No vote or other action of BioReliance Corporation is required in connection with this Information Statement. No proxies are being solicited and you are requested not to send a proxy to BioReliance Corporation.

This Information Statement is being mailed to you on or about January 8, 2004 as part of the Solicitation/ Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) of BioReliance Corporation, a Delaware corporation (“BioReliance”), to the holders of record of shares of BioReliance’s common stock, par value $0.01 per share (the “Common Stock”) (each share of Common Stock is referred to in this Information Statement as a “Share,” and collectively, the “Shares”). The Offer to Purchase is being made for the Shares. This Information Statement is being mailed to you in accordance with Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 promulgated thereunder. Capitalized terms used and not otherwise defined in this Information Statement shall have the meaning set forth in the Schedule 14D-9.

On December 24, 2003, BioReliance entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Invitrogen Corporation (“Invitrogen”), a Delaware corporation, and Baseball Acquisition Corporation (“Purchaser”), a Delaware corporation and wholly owned subsidiary of Invitrogen, pursuant to which Purchaser is required to commence a tender offer to purchase all outstanding Shares for a purchase price of $48.00 per share, net to the seller in cash (the “Per Share Amount”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 8, 2004 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements to the Offer to Purchase and the Letter of Transmittal, collectively constitute the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the “Schedule TO”), filed by Invitrogen and Purchaser with the Securities and Exchange Commission (the “SEC”) on January 8, 2004. You are receiving this Information Statement in connection with the possible election of persons designated by Purchaser to a majority of seats on the Board of Directors of BioReliance (the “BioReliance Board of Directors” or the “BioReliance Board”). The information set forth in this Information Statement supplements certain information set forth in the Schedule 14D-9. Information set forth in this Information Statement related to Invitrogen, Purchaser or the Invitrogen Designees (as defined below) has been provided by Invitrogen. You are urged to read this Information Statement carefully. You are not, however, required to take any action in connection with the matters set forth in this Information Statement.

The Offer is being made pursuant to the Merger Agreement which provides that, among other things, subject to the satisfaction or waiver of certain conditions set forth in this Information Statement, Purchaser will be merged with and into BioReliance (the “Merger”). Following the consummation of the Merger, BioReliance will continue as the surviving corporation and will be a wholly owned subsidiary of Invitrogen. At the effective time of the Merger (the “Effective Time”), each Share outstanding immediately prior to the Effective Time (other than Shares held by Invitrogen, BioReliance, Purchaser or any other subsidiary of Invitrogen and Shares held by stockholders who properly demand appraisal and comply with the provisions of Section 262 of the Delaware General Corporation Law relating to dissenters’ rights of appraisal), will be converted into the right to receive the Per Share Amount or any higher consideration paid in the Offer. The Offer, the Merger and the Merger Agreement are more fully described in the Schedule 14D-9, to which this Information Statement is attached as Annex A, which was filed by BioReliance with the SEC on January 8, 2004 and which is being mailed to stockholders of BioReliance along with this Information Statement.

Pursuant to the Merger Agreement, Purchaser commenced the Offer on January 8, 2004. The Offer is currently scheduled to expire at 11:59 p.m., New York City time, on Thursday, February 5, 2004, unless Purchaser extends it in accordance with the terms of the Merger Agreement.

The Merger Agreement provides that, promptly upon the purchase by Purchaser of any Shares pursuant to the Offer (the date thereof being referred to as the “Control Date”), and from time to time thereafter as Shares are acquired by Purchaser, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the BioReliance Board (the “Invitrogen Designees”) as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, representation on the BioReliance Board equal to at least that number of directors which equals the product of the total number of BioReliance directors (giving effect to the directors appointed or elected pursuant to this sentence and including current directors serving as officers of BioReliance) multiplied by the percentage that the aggregate number of Shares beneficially owned by Invitrogen, Purchaser or any of their affiliates (including such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by BioReliance or any of its subsidiaries) bears to the number of Shares then issued and outstanding. At each such time, BioReliance will also cause each committee of the BioReliance Board, if requested by Purchaser, the board of directors of each of BioReliance’s subsidiaries and, if requested by Purchaser, each committee of such board of directors of each of BioReliance’s subsidiaries to include Invitrogen Designees constituting the same percentage of each such committee or board as Invitrogen Designees constitute on the BioReliance Board. BioReliance shall, upon request by Purchaser, promptly increase the size of the BioReliance Board or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable Invitrogen Designees to be elected to the BioReliance Board in accordance with the terms of the Merger Agreement and shall cause the Invitrogen Designees to be so elected; provided, however, that, in the event that Invitrogen Designees are appointed or elected to the BioReliance Board, until the Effective Time the BioReliance Board shall have at least three directors who are directors on the date of the Merger Agreement and who are neither BioReliance officers nor designees, stockholders, affiliates or associates of Invitrogen (one or more of such directors, the “Independent Directors”); provided, further, that if no Independent Directors remain, the other directors shall designate one person to fill one of the vacancies who shall be neither a BioReliance officer nor a designee, stockholder, affiliate or associate of Invitrogen, and such person shall be deemed to be an Independent Director for purposes of the Merger Agreement.

Invitrogen and Purchaser have informed BioReliance that the Invitrogen Designees will be chosen from the directors and executive officers of Invitrogen and/or Purchaser listed in Schedule I attached hereto and incorporated herein by reference. Schedule I includes the name, age, address, principal occupation or employment and five-year employment history with respect to each such person. Invitrogen and Purchaser have advised BioReliance that each of the persons listed in Schedule I has consented to serve as a director of BioReliance if appointed or elected. Invitrogen and Purchaser have advised BioReliance that none of these persons currently is a director of, or holds any positions with, BioReliance or any of its subsidiaries. Invitrogen and Purchaser have advised BioReliance that, to the best of their knowledge, none of the persons listed on Schedule I or any of their affiliates beneficially owns any equity securities or rights to acquire any such securities of BioReliance, nor has any such person been involved in any transaction with BioReliance or any of its directors, executive officers or affiliates that is required to be disclosed pursuant to the rules and regulations of the SEC other than with respect to transactions between Invitrogen, Purchaser and BioReliance that have been described in the Schedule TO or Schedule 14D-9.

Invitrogen and Purchaser have advised BioReliance that, to the best of their knowledge, none of the persons listed on Schedule I is an adverse party to BioReliance in any material legal proceedings or has a material interest that is adverse to BioReliance in any such proceedings. Invitrogen and Purchaser have also advised BioReliance that, to the best of their knowledge, none of the persons listed in Schedule I was, during the last five years, convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was 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

It is expected that the Invitrogen Designees may assume office at any time following the purchase by Purchaser of Shares pursuant to the Offer, which purchase cannot be earlier than February 5, 2004, and that, upon assuming office, the Invitrogen Designees will thereafter constitute at least a majority of the BioReliance Board.

The Common Stock is the only class of equity securities of BioReliance outstanding that is entitled to vote at a meeting of stockholders of BioReliance. Each share of Common Stock is entitled to one vote. As of the close of business on December 31, 2003, there were 8,431,979 shares of Common Stock issued and outstanding.

The following table contains information, as of December 31, 2003, with respect to the beneficial ownership of common stock by (i) each person known to us to be the beneficial owner of more than 5% of our outstanding Shares, (ii) each of our directors, (iii) each executive officer named in the Summary Compensation Table below, and (iv) all of our directors and executive officers as a group.


	(1)	Unless otherwise set forth in the table, the address for the listed beneficial owners and directors and executive officers is 14920 Broschart Road, Rockville, MD 20850.

	(2)	Under the rules of the SEC, shares of our common stock that a person has the right to acquire within 60 days upon the exercise of stock options are deemed to be outstanding for the purpose of computing the percentage ownership of such person but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. For purposes of determining beneficial ownership, the vesting of options held by the listed beneficial owners and directors and executive officers is assumed to have accelerated as contemplated by the Merger Agreement.

	(3)	Includes 59,010 shares owned by Mr. Knafel’s wife’s estate, 562,099 shares owned by trusts for the benefit of Mr. Knafel’s children, as to all of which shares Mr. Knafel disclaims beneficial ownership, 635,487 shares owned by an S-corporation wholly owned by Mr. Knafel and 16,000 Shares issuable upon exercise of vested options. Excludes 197,566 shares owned by an adult child of Sidney R. Knafel, as to which shares Mr. Knafel also disclaims beneficial ownership.

	(4)	As reported on Schedule 13G Amendment 5 dated February 11, 2003.

	(5)	Includes 98,200 Shares issuable upon exercise of vested options.

	(6)	Includes 30,500 Shares issuable upon exercise of vested options.

	(7)	Includes 32,000 Shares issuable upon exercise of vested options.

	(8)	Includes 35,000 Shares issuable upon exercise of vested options.

	(9)	Includes 21,000 Shares issuable upon exercise of vested options. Excludes 13,050 shares owned by Dr. Scherlis’ children and 1,482,047 shares held by trusts of which a son of Dr. Scherlis is trustee, as to which shares Dr. Scherlis disclaims beneficial ownership.


(10)	Includes 67,000 Shares issuable upon exercise of vested options.

(11)	Includes 50,800 Shares issuable upon exercise of vested options.

(12)	Includes 87,400 Shares issuable upon exercise of vested options.

(13)	Solely consists of Shares issuable upon exercise of vested options.

Our Board of Directors consists of three classes of directors, with two directors in each of Class I, Class II and Class III.

Sidney R. Knafel has served as Chairman of the Board of BioReliance since 1982 and is BioReliance’s principal stockholder. Since 1982, he has also been the managing partner of SRK Management Corporation, an investment and venture capital concern. Mr. Knafel is Chairman of the Board of Insight Communications Company, Inc., and also serves as a director of General America Investors Corporation, Inc., IGENE Biotechnology, Inc. and other private companies. Mr. Knafel holds an A.B. and M.B.A. from Harvard University and is a Certified Financial Analyst. Mr. Knafel is the brother-in-law of Dr. Scherlis, a Director of BioReliance.

Capers W. McDonald joined BioReliance as President and Chief Executive Officer in June 1992 and has been a Director of BioReliance since August 1992. From 1989 to 1992, Mr. McDonald served as President of Spectroscopy Imaging Systems Corporation, a joint-venture of Siemens Medical Systems, Inc. and Varian Associates, Inc. in California. Before 1989, he held senior management positions with Hewlett-Packard Corporation in the Analytical Products Group and with HP Genenchem. Mr. McDonald is Chair of the Technology Council of Maryland and is a co-founder and past Chair of the Maryland Bioscience Alliance, a cooperative business association of approximately 100 bioscience companies from throughout the state. He received a S.M. in Mechanical Engineering from Massachusetts Institute of Technology and a M.B.A. from Harvard Business School.

William J. Gedale has been a Director of BioReliance since 1991. He is also the President and Chief Executive Officer of Mount Everest Advisors LLC, an investment counseling firm, where he has served since 1996. From April 1998 to October 1998, Mr. Gedale also served as the President of Sheer Asset Management Inc., an investment advisory company. From 1995 to 1996, he was a Managing Director of John W. Bristol and Co., an investment counseling firm. From 1989 to 1995, Mr. Gedale served as President and Chief Executive Officer of General American Investors Corporation, Inc., a closed-end investment fund. Mr. Gedale is a trustee of Neurosciences Research Foundation, a director of the New York Hospital Departmental Associates, and a member of the New York Society of Security Analysts. He holds a M.B.A. from New York University and a J.D. from Fordham University.

Gordon J. Louttit has been a Director of BioReliance since 1980. Since 1995, he has also served as Senior Vice President, General Counsel and Secretary of The Aerospace Corporation, a non-profit organization that provides technical support to the Air Force on national security space programs. From 1985 to 1995, he served as Vice President, Assistant General Counsel, and Secretary of Whittaker Corporation, an electronics and aerospace manufacturer, which was the former parent company of BioReliance. As part of his current duties, Mr. Louttit is also responsible for the budgeting of his department and for chairing the budget committee for Aerospace’s civil and commercial operations. Mr. Louttit holds a J.D. from UCLA Law School and has attended courses in finance and accounting for management professionals and attorneys.

Victoria Hamilton has been a Director of BioReliance since 1982. Since January 1999, she has been an independent advisor to a number of public and private companies and a principal of The Washington Advisory Group. Ms. Hamilton served as Executive Vice President and Chief Operating Officer of General American Investors Corporation, Inc. from August 1995 through December 1998, and as Vice President of General American Investors Corporation, Inc. from February 1992 through August 1995. In her duties as Chief Operating Officer of General American Investors Corporation, Ms. Hamilton participated in financial oversight of the organization. Mr. Hamilton also served as a director of General American Investors Corporation from March 1996 through December 1998. She is a member of the Board of Trustees of Bank Street College of Education. From 1982 to 1992, Ms. Hamilton was an Associate of SRK Management Corporation, an investment and venture capital firm. She holds an A.B. and M.B.A. from Harvard University.

Leonard Scherlis, M.D. has been a Director of BioReliance since 1982. Dr. Scherlis, Professor Emeritus of Medicine at the University of Maryland Medical School, has served as an adjunct research professor in the School’s Department of Epidemiology and Preventive Medicine since 1987. He also is a member of the boards of the Maryland Medical Research Institute and the Clinical Trials and Surveys Corporation and chairman of their Institutional Review Board. He received a B.A. and a M.D. from The Johns Hopkins University. Dr. Scherlis is the brother-in-law of Mr. Knafel, who serves as Chairman of the Board of BioReliance and is BioReliance’s principal stockholder.

Set forth below are the names and ages of our executive officers, the positions and offices they hold with us, their terms as officers and their business experience. Our executive officers are appointed by and serve at the discretion of our Board of Directors.

The following are descriptions of the backgrounds of each of our executive officers, other than Mr. McDonald, whose position and background are previously described in this Information Statement.

John L. Coker joined BioReliance as Vice President, Finance and Administration, Chief Financial Officer and Treasurer in June 2000 and was promoted to Senior Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary in October 2003. From 1999 to 2000, he served as Vice President, Chief Financial Officer, Secretary and Treasurer of Osiris Therapeutics, Inc., a development-stage cell and gene therapy company. From 1994 to 1999, Mr. Coker served as the Chief Financial Officer of Oncor, Inc., a multi-product life science company. From 1983 to 1994, he served as chief financial officer for various technology companies, including Spacehab, Inc., American Mobile Satellite Corporation, and Federal Data Systems, Inc. From 1972 to 1983 Mr. Coker was a public accountant with Price Waterhouse. Mr. Coker earned a M.B.A. from the University of Michigan and a B.A. in Chemistry from Duke University.

Raymond F. Cosgrove, Ph.D. joined BioReliance in February 1993 as Managing Director of BioReliance Ltd. He served as Vice President, European Testing and Development from 1994 to October 2003 and has served as a Director of BioReliance Holding GmbH since 1996. He was promoted to Senior Vice President, European Testing and Development in October 2003. From 1989 to 1993, Dr. Cosgrove was the Director of Business Development of Shandon Scientific, Ltd., a manufacturer and distributor of clinical laboratory equipment and diagnostic reagents. Dr. Cosgrove holds a Ph.D. in Microbiology from London University.

Allan J. Darling, Ph.D. joined BioReliance in 1995 as Director, Process Validation. He served as Director, Virology from 1997 to 1998 and as Vice President, U.S. Biologics Testing (formerly Biosafety Testing) from April 1998 to October 2003. Dr. Darling was promoted to Senior Vice President, U.S. Biologics Testing in October 2003. From 1991 to 1995, Dr. Darling was the Director of Viral Validation and Protein Chemistry at Q-One Biotech, Ltd. From 1985 to 1991, Dr. Darling held post-doctoral research positions at the Beatson Institute for Cancer Research, Glasgow, U.K. and the Medical Research Council Institute of Virology, Glasgow, U.K. Dr. Darling earned a Ph.D. in Biological Sciences from the University of Dundee and a BSc (Hons) in Microbiology from the University of Edinburgh.

Diana Morgan, Ph.D. joined BioReliance in 1994 as Study Director of Retrovirology. In 1988, she was named Director of Sales for European Testing, Development and Manufacturing. Dr. Morgan was promoted to the corporate position of Vice President, Sales and Marketing in October 2003. Prior to joining BioReliance, from 1992 to 1994, she was in a sales role with a scientific equipment company; from 1990 to 1992, she was an Assistant Study Director with Q-One Biotech Ltd., Glasgow, U.K.; from 1988 to 1991, Dr. Morgan was Laboratory Manager at the Leukemia Research Fund Laboratory, Glasgow, U.K.; and from 1974 to 1988, she held research positions at the Beatson Institute for Cancer Research, Glasgow, U.K. Dr. Morgan earned her Ph.D., entitled “Surface Properties of Human Glioma Cells,” from the Council for National Academic Awards based on work at the Beatson Institute.

David E. Jackson joined BioReliance as Vice President, Manufacturing in January 2003. From 1999 to 2002, Mr. Jackson was the Vice President of Operations and Manufacturing at EntreMed Inc. From 1993 to 1999 Mr. Jackson was Vice President of Manufacturing for Lonza Biologics Inc. (formerly Celltech Biologics Inc.), responsible for both U.S. and U.K. manufacturing operations. From 1991 to 1993, Mr. Jackson was the Director of Manufacturing for Synergen Inc. Prior to joining Synergen, Mr. Jackson was responsible for several different manufacturing operations at the Aventis (formerly Armour Pharmaceutical) Human Plasma Products operations. Before his tenure at Aventis, Mr. Jackson worked as a scientist at Miles Laboratories. Mr. Jackson earned a B.A. in Chemistry from Olivet Nazarene University.

Our Board of Directors held 23 meetings during the year ended December 31, 2003. Each director attended at least 75% of the board and committee meetings he or she was eligible to attend. The standing committees of the Board include the Audit Committee and the Compensation Committee. The Audit Committee and the Compensation Committee each consists entirely of non-employee directors. The Board has not appointed a nominating committee.

The Audit Committee reviews the adequacy of systems and procedures for preparing the financial statements and the suitability of internal financial controls. The Audit Committee also reviews and approves the scope and performance of the independent auditors’ work. Mr. Louttit, Mr. Gedale and Ms. Hamilton serve as members of the Audit Committee, and Mr. Louttit serves as Chairman of the Audit Committee. The Audit Committee met six times during the fiscal year ended December 31, 2003.

The Compensation Committee administers the 1997 Plan and reviews and sets compensation of our executive officers. Mr. Gedale, Mr. Knafel and Dr. Scherlis serve as members of the Compensation Committee, and Mr. Gedale serves as Chairman of the Compensation Committee. The Compensation Committee met six times during the fiscal year ended December 31, 2003.

Mr. Louttit, Mr. Gedale and Ms. Hamilton, all of whom are members of the Audit Committee, are independent as defined by the applicable listing standards of the Nasdaq Stock Market.

The Board of Directors has adopted a written charter for the Audit Committee, which was amended on March 6, 2002. The Audit Committee reviews and assesses the adequacy of the Audit Committee charter annually.

Automatic Option Grants. Each non-employee director receives an annual automatic grant to purchase 5,000 shares of common stock. On January 2, 2003, each non-employee director received automatic grants at an exercise price of $23.00 per share, the fair market value of the common stock on that date. The chairperson of each board committee received additional annual automatic grants to purchase 500 shares of common stock on the same dates and at the same exercise prices.

New Directors. Upon appointment to the Board, each new director will receive a grant of options to purchase 20,000 shares of common stock with an exercise price equal to the fair market value of the common stock on the date of grant.

Cash Compensation. Each non-employee director receives annual cash compensation of $20,000, paid quarterly throughout the year.

With respect to our fiscal year ended December 31, 2003, the financial statements have not yet been prepared, the annual audit has not yet been completed and the Audit Committee has not yet issued its report. Therefore, we have reproduced in its entirety from our Proxy Statement filed with the SEC on April 30, 2003 the following Audit Committee report for fiscal 2002.

The Audit Committee reviews the Corporation’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, and the Corporation’s independent auditors are responsible for expressing an opinion on the conformity of its audited financial statements to generally accepted accounting principles. In this context, the Audit Committee has:


	•	reviewed and discussed the Corporation’s 2002 audited financial statements with management;

	•	discussed with PricewaterhouseCoopers LLP, the Corporation’s independent auditors, the matters required to be discussed by SAS 61, Communication with Audit Committees;

	•	received from the Corporation’s independent auditors the written disclosures required by ISB Standard No. 1 and discussed with them their independence from the Corporation and its management; and

	•	considered whether the independent auditors’ provision of non-audit services to the Corporation is compatible with the auditors’ independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Corporation’s audited financial statements be included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 for filing with the Securities and Exchange Commission.


	AUDIT COMMITTEE

	Gordon J. Louttit (Chairman)
	William J. Gedale
	Victoria Hamilton

Section 16(a) of the Exchange Act requires executive officers and directors and persons who own more than 10% of our Common Stock, to file reports of ownership and changes in ownership with the SEC. Those persons are required by regulations promulgated under the Exchange Act to furnish us with copies of all reports filed pursuant to Section 16(a). Based solely upon a review of such copies, we believe that all reports required pursuant to Section 16(a) with respect to our directors and executive officers for the year ended December 31, 2003, were timely filed, except that (i) Form 4s related to options granted on January 2, 2003 for Messrs. Knafel, Louttit and Scherlis and Ms. Hamilton were filed on February 12, 2003 and for Mr. Gedale on February 14, 2003, (ii) a Form 3 for Dr. Morgan, who was promoted to Vice President, Sales and Marketing on September 26, 2003, was filed on November 14, 2003, (iii) a Form 4 for Dr. Morgan related to option grants on September 26, 2003 was filed on November 19, 2003, and (iv) a Form 4 for Mr. Louttit related to the exercise of stock options on November 24, 2003 was filed on January 8, 2004.

The Audit Committee and Compensation Committee Reports, as well as the performance graph below, are not soliciting materials, are not deemed filed with the SEC and are not incorporated by reference in any filing of BioReliance under the Securities Act of 1933 or the Exchange Act, whether made before or after the date of this Information Statement and irrespective of any general incorporation language in any such filing.

The primary objectives of the Corporation’s executive compensation policy are:


	•	to attract, motivate and retain talented executives by providing compensation that is competitive with the compensation paid to executives at comparable companies in the contract service organizations industry and related service industries;

	•	to maintain compensation levels that are consistent with the Corporation’s financial objectives and operating performance;

	•	to reinforce strategic financial and operating performance objectives through the use of annual incentive programs; and

	•	to align the interests of executive officers and stockholders through bonuses based on the Corporation’s performance and by providing equity compensation.

The Compensation Committee reviews this policy annually and determines whether, in its judgment, the compensation levels of the Corporation’s executive officers meet these stated objectives and serve the best interests of the Corporation and its stockholders. The Compensation Committee also reviews the Corporation’s compensation policy in relation to the Corporation’s financial performance, annual budgeted financial goals and position in the industry.

In 2002 and 2003, the Compensation Committee approved employment agreements with the Corporation’s CEO and each of its executive officers. These agreements contain provisions governing base salary and bonuses. In determining the annual compensation package for the CEO and each executive officer, the Compensation Committee has considered the provisions of these agreements. For a discussion of the employment agreements with the CEO and the named executive officers, see “Employment Contracts and Termination and Change in Control Arrangements with Named Executive Officers”.

The Corporation’s compensation program currently consists of base salary and incentive compensation (in the form of cash bonuses and/or stock options). In reviewing and setting executive compensation, the

Base Salary. The Corporation strives to offer competitive base salaries in comparison to the local market, contract service organization industry, and other related service industry practices. In determining whether an increase in base salary for executive officers was appropriate for fiscal 2003, the Compensation Committee considered the salary ranges of industry competitors, each executive officer’s experience generally and with the Corporation specifically, and each executive’s contributions to the Corporation. The Corporation increased the base salaries of all of its executive officers during 2003. The Compensation Committee also considered the increased duties and responsibilities undertaken by certain of the Corporation’s executive officers as a consequence of the successful completion of the Corporation’s acquisition of Q-One Biotech Limited.

Incentive Compensation. The Compensation Committee believes that incentive compensation for executive officers should be linked primarily to the Corporation’s operating performance. Incentive compensation may consist of cash bonuses and/or equity compensation.

Cash Bonuses. Executive officers may receive cash bonuses based on (1) the Corporation’s actual performance during the fiscal year compared to the financial targets approved by the Board of Directors through the annual plan and budget, as well as subsequent internal projections and (2) their individual contribution toward achieving these performance goals. Each executive officer, received a cash bonus for fiscal year 2002, as reflected in the Summary Compensation Table. The Compensation Committee has not yet determined the amount of cash bonuses to be paid to its executive officers for fiscal year 2003. However, as a consequence of the successful completion of the Q-One Biotech acquisition, certain executive officers received special bonuses in 2003.

Equity Compensation. Executive officers are eligible to receive stock options or other equity-based awards under the Amended and Restated BioReliance 1997 Incentive Plan. It is the Compensation Committee’s policy to award stock options to each executive officer when he or she joins the Corporation. Thereafter, the Compensation Committee, at its discretion, makes periodic grants to reward the performance of executive officers and to provide incentives for future performance. Although an executive officer may receive stock options or other equity awards based on the Corporation’s financial performance, as well as on his or her individual performance, there is no established formula or criteria for grants under the Amended and Restated BioReliance 1997 Incentive Plan, and options or other awards may be granted on a subjective basis at intervals determined by the Compensation Committee. Options are generally granted for a term of ten years and, with some exceptions, vest in 20% increments over five years from the date of grant. The exercise price of all options is set at the fair market value of the stock on the date of grant. During 2003, the Compensation Committee approved grants of incentive stock options to all executive officers of the Corporation. The option grants made to named executive officers are reflected in the table captioned “Option Grants in Last Fiscal Year”.

The Committee believes that the compensation of the Chief Executive Officer is consistent with the above policies concerning executive compensation and appropriately reflects the Corporation’s financial objectives and operating performance. Of particular importance for fiscal 2003 were performance criteria relating to sequential improvement in corporate financial performance relating to revenue, operating income and net income, as well as performance in elements of financial control and developing the Corporation’s manufacturing business.

Base Salary. The Compensation Committee increased Mr. McDonald’s base salary from $403,000 in 2002 to $431,390 in 2003. The Compensation Committee determined, on a subjective basis, that this base

Cash Bonus. Mr. McDonald received a cash bonus for fiscal 2002 of $181,149 which was determined based on performance criteria related to the Corporation’s sequential improvement in financial performance as well as other appropriate factors during fiscal 2002. The Compensation Committee has not yet determined the cash bonus amount to be paid to Mr. McDonald for fiscal year 2003.

Equity Compensation. During 2003, the Compensation Committee awarded Mr. McDonald incentive stock options to purchase 25,000 shares of the Corporation’s common stock. These incentive stock options have a term of ten years and vest in 20% increments over five years beginning on the date of grant.

Under Section 162(m) of the Internal Revenue Code, a public company may not deduct more than $1 million in compensation paid to one of its senior executive officers, unless the excess amount is performance-based compensation satisfying certain rules. The Corporation’s stock option plans are designed to qualify under the performance-based compensation requirements of this provision. Due to current salary levels and anticipated bonus targets, the Committee believes that it is unlikely that application of Section 162(m) will prevent the Corporation from claiming a deduction for the amount of compensation paid to senior executive officers.


	COMPENSATION COMMITTEE

	William J. Gedale (Chairman)
	Sidney R. Knafel
	Leonard Scherlis, M.D.

The current members of the Compensation Committee are Messrs. Gedale and Knafel Dr. Scherlis, neither of whom was an officer of BioReliance in 2003 or prior thereto. No executive officer of BioReliance serves as a member of the board of directors or the compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

The following table presents information concerning compensation awarded to, earned by or paid to our named executive officers for services rendered to BioReliance in all capacities for the years ended December 31, 2001, December 31, 2002 and December 31, 2003 for the Chief Executive Officer and the other four most highly compensated executive officers of BioReliance and one other person who would have been among our four most highly compensated executive officers but for the fact that he was not an executive officer on December 31, 2003. These persons collectively are referred to as the “Named Executive Officers” in this Information Statement.


(1)	Includes amounts deferred pursuant to BioReliance’s 401(k) plan.

(2)	Does not include year-end and other bonuses to be paid for year 2003 as those amounts have not yet been determined by our Compensation Committee. The Compensation Committee expects to make these bonus determinations in January 2004. For a description of the criteria considered in granting bonuses and other executive compensation, see section above entitled “Executive Compensation — Report of Compensation Committee of the Board of Directors on Executive Compensation.”

(3)	Consists of BioReliance’s contributions under its 401(k) plan, except with respect to (i) Mr. McDonald, whose all other compensation in years 2003 and 2002 also includes $8,323 and $7,750, respectively, paid in accordance with BioReliance’s paid personal leave policy, (ii) Dr. Cosgrove, whose all other compensation also includes in year 2003, $21,642 paid for a leased automobile and $1,324 private health care in accordance with his employment agreement, in year 2002, $16,290 paid for a leased automobile and $1,133 private health care in accordance with his employment agreement and in year 2001, $14,766 paid for a leased automobile and $977 private health care in accordance with his employment agreement, and (iii) Mr. Baker, whose all other compensation in year 2003 solely consists of $11,095 paid in accordance with BioReliance’s paid personal leave policy and $43,619 paid as severance.

(4)	Dr. Cosgrove is paid in British pounds. His annual and long-term compensation has been converted to U.S. dollars at exchange rates for each of 2001, 2002 and 2003 calculated using the average of the 12 month averages for each fiscal year.

(5)	Effective September 29, 2003, Mr. Baker was no longer employed by BioReliance.

The following table sets forth certain information regarding options granted by BioReliance to the named executive officers during 2003.


(1)	All options granted to the named executive officers during 2003 have a term of 10 years and vest in 20% increments over five years beginning on the date of grant.

(2)	Effective September 29, 2003, Mr. Baker was no longer employed by BioReliance.

The following table provides information with respect to options exercised by the named executive officers during 2003 and the number and value of unexercised options held by the named executive officers as of December 31, 2003.


(1)	For the purposes of this calculation, value is based upon the difference between the exercise price and $47.81 per share, the closing price of BioReliance’s common stock on December 31, 2003 as reported by the Nasdaq National Market.

The following table provides information as of December 31, 2003 with respect to shares of common stock that may be issued under BioReliance’s existing equity compensation plans.


(1)	Represents (i) 904,500 shares reserved for issuance upon the exercise of outstanding options under the 1997 Plan; (ii) 500 shares reserved for issuance upon the exercise of outstanding options under BioReliance’s 1995 Non-Qualified Stock Option Plan; and (iii) 389 shares reserved for issuance upon the exercise of outstanding options under BioReliance’s 1988 Incentive Stock Option Plan.

(2)	Represents 81,083 shares available for future issuance under the 1997 Plan and 187,856 shares available for issuance under the BioReliance Employee Stock Purchase Plan.

Employment Contracts and Termination and Change in Control Arrangements with Named Executive Officers

BioReliance entered into employment agreements with its named executive officers effective August 2002, January 2003 and November 2003. The employment agreement with Mr. Baker has been terminated and is of no further force or effect.

The August 2002 and January 2003 agreements provide that each named executive officer (other than Mr. Baker) will serve in his respective position for an initial term of 12 months. At the end of the initial term, each agreement will renew automatically for successive terms of 12 months, unless the named executive officer or the Chairman of the Board provides written notice to the other of an intent not to renew the agreement at least 90 days before the then-current term ends.

The November 2003 agreement provides that the named executive officer will serve in his respective position unless and until terminated by (i) BioReliance giving to the executive not less than 12 months’ notice; or (ii) the executive giving to BioReliance not less than 90 day’s notice.

The base salaries for each of the following named executive officers for 2003 are as follows:


(1)	Dr. Cosgrove is paid in British pounds. His base salary has been converted to U.S. dollars at an exchange rate calculated using the average of the 12 month averages for 2003.

The August 2003 and January 2003 agreements give the Compensation Committee authority to increase, but not decrease, the base salary of each named executive officer after 2002.

These agreements provide that, in addition to base salary, each named executive officer is eligible to receive an annual performance bonus each year that he remains employed with BioReliance through December 31. The Compensation Committee will determine the amount of any bonus, based upon performance factors. These agreements also provide for benefits, including medical and other insurance coverage. The November 2003 agreement provides that, in addition to base salary, the named executive officer may be entitled to participate in any discretionary performance bonus plan operated by BioReliance which terms are determined each year by the BioReliance Board of Directors at its absolute discretion. All of these agreements also provide for benefits, including medical and other insurance coverage.

For a description of potential severance payments if the employment of our named executive officers is terminated after a Change of Control, see Item 3, “Past Contacts, Transactions, Negotiations and Agreements — Certain Agreements, Arrangements and Transactions between BioReliance and its Directors, Executive Officers and Affiliates”, of Schedule 14D-9 to which this Information Statement is attached as Annex A, is incorporated by reference herein.

Under the August 2002 and January 2003 agreements, if a named executive officer is terminated without cause (as defined in these agreements), and there has been no change in control, BioReliance will pay the named executive officer his current salary for the remaining term of his agreement or for six months, whichever period is greater, in equal monthly installments. BioReliance will also pay the named executive officer, within 30 calendar days, his annual performance bonus, pro-rated to reflect the date of termination. If a named executive officer is terminated with cause (as defined in these agreements), the named executive officer will be entitled to no future compensation from BioReliance. There is no similar provision in the November 2003 agreement.

Other Employment Agreement. BioReliance entered into an employment agreement with Diana Morgan, Ph.D. effective November 2003. Dr. Morgan’s employment agreement contains similar provisions to the November 2003 agreement described above. Dr. Morgan’s employment agreement provides that her base salary in 2003 will be $122,650. Dr. Morgan is paid in British pounds. Her base salary has been converted to U.S. dollars at an exchange rate calculated using the average of the 12 month averages for 2003.

The graph below compares the yearly percentage change in the cumulative total stockholder return on BioReliance’s common stock based on the market price of the common stock against the cumulative total return on the Nasdaq Stock Market (US Companies), and the Nasdaq Health Services Index for the period commencing on December 31, 1998 and ending November 30, 2003. The comparison of total return on

As of the date of this Information Statement, Invitrogen has advised BioReliance it has not determined who will be the Invitrogen Designees. However, Invitrogen has advised BioReliance that the Invitrogen Designees will be selected from the following list of designees of Invitrogen or its affiliates. The information contained herein concerning Invitrogen has been furnished by Invitrogen and Purchaser. BioReliance assumes no responsibility for the accuracy or completeness of such information.

The name, age, present principal occupation or employment and five-year employment history of each of the persons is set forth below. To the knowledge of Invitrogen and Purchaser, none of the persons listed below owns any Shares or has engaged in transactions with respect to Shares during the past 60 days. To the knowledge of Invitrogen and Purchaser, during the last five years none of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was such person 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 activities subject to, federal or state securities laws or finding any violation of such laws or was such person involved in any other legal proceeding which is required to be disclosed under Item 401(f) of Regulation S-K promulgated by the SEC. None of the persons listed below (1) is currently a director of, or holds any position with, BioReliance, (2) has a familial relationship with any director or executive officers of BioReliance, or (3) based on information provided to BioReliance by Invitrogen (which is to the best of Invitrogen’s knowledge), beneficially owns any securities (or any right to acquire securities) of BioReliance. BioReliance has been advised by Invitrogen and Purchaser that, to the knowledge of Invitrogen and Purchaser, none of the potential Invitrogen Designees listed below have been involved in any transactions with BioReliance or any of its directors, officers or affiliates which are required to be disclosed pursuant to the rules and regulations of the SEC, except as may be disclosed in the Schedule TO or Schedule 14D-9.

Invitrogen has advised BioReliance that the following table sets forth the name, age, present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each of the potential Invitrogen Designees. Unless otherwise indicated, the current business address of each person is 1600 Faraday Avenue, Carlsbad, California 92008. Unless otherwise indicated, each such person is a

We understand that Invitrogen Corporation (“Invitrogen”), Baseball Acquisition Corporation (“Purchaser”), a wholly-owned subsidiary of Invitrogen, and BioReliance Corporation (“BioReliance”) are considering entering into an Agreement and Plan of Merger (the “Agreement”), pursuant to which (i) Invitrogen and Purchaser will commence a cash tender offer (the “Tender Offer”) for all of the issued and outstanding shares of BioReliance common stock, par value $.01 per share (the “BioReliance Common Stock”) for $48.00 per share in cash (the “Consideration”) and (ii) Purchaser would be merged with and into BioReliance in a merger (the “Merger”, and together with the Tender Offer, the “Transaction”), in which each share of BioReliance Common Stock not acquired in the Tender Offer, other than shares of BioReliance Common Stock held in treasury or held by the Invitrogen or Purchaser or as to which dissenter’s rights have been perfected, would be converted into the right to receive the Consideration. In connection with the Transaction, Invitrogen and certain stockholders of BioReliance (the “Principal Stockholders”) would enter into a voting and tender agreement, to be dated as of the date of the Agreement, pursuant to which the Principal Stockholders would agree to, among other things, tender all shares of BioReliance Common Stock held by such stockholders in the Tender Offer. You have provided us with a copy of the Agreement in substantially final form.

You have asked us to render our opinion as to whether the Consideration to be received is fair, from a financial point of view, to the stockholders of BioReliance other than the Principal Stockholders (the “Public Stockholders”).

In the course of performing our review and analyses for rendering this opinion, we have:


	•	reviewed a draft of the Agreement dated December 23, 2003;

	•	reviewed BioReliance’s Annual Reports to Stockholders and Annual Reports on Form 10-K for the years ended December 31, 1999 through 2002, its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2003, and its Current Reports on Form 8-K filed with the Securities and Exchange Commission during the three years ended the date hereof;

	•	reviewed certain operating and financial information relating to BioReliance’s business and prospects, including projections for the five years ended December 31, 2008, all as provided to us by BioReliance’s management;

	•	met with certain members of BioReliance’s senior management to discuss BioReliance’s business, operations, historical and projected financial results and future prospects;

	•	reviewed the historical prices, trading multiples and trading volumes of the BioReliance Common Stock;

	•	reviewed publicly available financial data, stock market performance data and trading multiples of companies which we deemed generally comparable to BioReliance;

	•	reviewed the terms of recent mergers and acquisitions of companies which we deemed generally relevant to BioReliance and the Transaction;


	•	performed discounted cash flow analyses based on the projections for BioReliance furnished to us by BioReliance’s management; and

	•	conducted such other studies, analyses, inquiries and investigations as we deemed appropriate.

We have relied upon and assumed, without independent verification, the accuracy and completeness of the financial and other information provided to us by BioReliance, including, without limitation, the projections. With respect to BioReliance’s projected financial results, we have relied on representations that such projected financial results have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the senior management of BioReliance as to the expected future performance of BioReliance. We have not assumed any responsibility for the independent verification of any such information or of the projections provided to us, and we have further relied upon the assurances of the senior management of BioReliance that they are unaware of any facts that would make the information, projections and assumptions provided to us materially incomplete or misleading.

In arriving at our opinion, we have not performed or obtained any independent appraisal of the assets or liabilities (contingent or otherwise) of BioReliance, nor have we been furnished with any such appraisals. We have assumed that the Transaction would be consummated in a timely manner and in accordance with the terms of the Agreement without any limitations, restrictions, conditions, amendments or modifications, regulatory or otherwise, that collectively would have a material effect on BioReliance.

We do not express any opinion as to the price or range of prices at which the shares of BioReliance Common Stock may trade subsequent to the announcement of the Transaction.

We have acted as a financial advisor to BioReliance in connection with the Transaction and will receive a customary fee for such services, a substantial portion of which is contingent on successful consummation of the Transaction. In the ordinary course of business, Bear Stearns and its affiliates may actively trade the equity and debt securities and/or bank debt of BioReliance and/or Invitrogen for our own account and for the account of our customers and, accordingly, may at any time hold a long or short position in such securities or bank debt.

It is understood that this letter is intended for the benefit and use of the Board of Directors of BioReliance in its evaluation of the Transaction and does not constitute a recommendation to the Board of Directors of BioReliance or any holders of BioReliance Common Stock as to whether to tender any shares of BioReliance Common Stock pursuant to the Tender Offer and as to how to vote in connection with the Merger. This opinion does not address BioReliance’s underlying business decision to pursue the Transaction, the relative merits of the Transaction as compared to any alternative business strategies that might exist for BioReliance or the relative effects of any alternative transaction in which BioReliance might engage. This letter is not to be used for any other purpose, or be reproduced, disseminated, quoted from or referred to at any time, in whole or in part, without our prior written consent; provided, however, that this letter may be included in its entirety in any Tender Offer Solicitation/ Recommendation Statement on Schedule 14D-9 or any proxy statement to be distributed to the holders of BioReliance Common Stock in connection with the Transaction. Our opinion is subject to the assumptions and conditions contained herein and is necessarily based on economic, market and other conditions, and the information made available to us by BioReliance, as of the date hereof. We assume no responsibility for updating or revising our opinion based on circumstances or events occurring after the date hereof.

Based on and subject to the foregoing, it is our opinion that, as of the date hereof, the Consideration to be received is fair, from a financial point of view, to the Public Stockholders of BioReliance.

I am pleased to inform you that on December 24, 2003, BioReliance Corporation entered into an Agreement and Plan of Merger with Invitrogen Corporation and Baseball Acquisition Corporation, a wholly owned subsidiary of Invitrogen. Pursuant to the merger agreement, Baseball Acquisition Corporation today commenced a tender offer to purchase all of the outstanding shares of BioReliance’s common stock at a purchase price of $48.00 per share in cash, net to the seller in cash, without interest. The tender offer is subject to the terms and conditions in Baseball Acquisition Corporation’s offer to purchase and the related letter of transmittal that are included in the attached offering materials. Pursuant to the merger agreement and subject to the satisfaction or waiver of certain conditions, the tender offer will be followed by a merger of Baseball Acquisition Corporation with and into BioReliance. All shares of common stock not purchased in the tender offer (other than shares held by Baseball Acquisition Corporation, Invitrogen and its subsidiaries, by dissenting stockholders or by BioReliance) will be converted into the right to receive $48.00 per share in cash in the merger.

Your Board of Directors has unanimously approved the tender offer, the merger and the merger agreement and has determined that the terms of each are fair to, and in the best interests of, BioReliance and its stockholders. Accordingly, the Board recommends that stockholders accept the tender offer and tender their shares of common stock in the tender offer.

In arriving at its recommendation, your Board gave careful consideration to a number of factors as described in the attached Schedule 14D-9, including, among other things, the fairness opinion received by the Board from Bear, Stearns & Co. Inc., BioReliance’s financial advisor. A copy of the written opinion of Bear Stearns, which sets forth the assumptions made and the qualifications and limitations on the scope of its review, can be found at Annex B to the Schedule 14D-9. You should read this opinion carefully and in its entirety.

The Schedule 14D-9 also describes the reasons for your Board of Directors’ recommendation and contains other important information relating to the tender offer. Also attached is Baseball Acquisition Corporation’s offer to purchase, dated January 8, 2004, together with related materials, including a letter of transmittal to be used for tendering your shares. These documents set forth the terms and conditions of the tender offer and the merger and provide instructions on how to tender your shares. We urge you to read the Schedule 14D-9 and the enclosed materials carefully before making your decision to tender your shares.


	Sincerely,



	Capers W. McDonald
	President and Chief Executive Officer

EX-99.E.10 4 w92993dexv99wew10.htm EMPLOYMENT AGREEMENT exv99wew10

(1)

BIORELIANCE LIMITED a company registered in Scotland (registered no. 122851) whose registered office is at Stirling University Innovation Park, Hillfoots Road, Stirling, FK9 4NF, United Kingdom (“the Company”); and

(2)

RAYMOND F. COSGROVE, Ph.D., of The Freuchan, Gartmore, Stirling, FK8 3RU, United Kingdom. (“the Executive”)


1.		INTERPRETATION

1.1		In this Agreement the following words and expressions shall have the following meanings:

		“the Board” means the board of directors of the Company and, where applicable, any Group Company or the Corporation, as from time to time constituted or any duly appointed committee of the Board;

		“the Company” means the Company of directors of the Company and, where applicable, any Group Company or subsidiary of the Company as from time to time constituted or any duly appointed committee of the Company;

		“the Corporation” means Bioreliance Corporation a company incorporated in Delaware, USA, whose headquarters is at 14920 Broschart Road, Rockville, Maryland 20850 USA;

		“Group Company” means any company which is a holding company of the Company or a subsidiary undertaking of the Company or of any such holding company (as such expressions are defined in sections 258, 259 and 736 Companies Act 1985);

		“Termination Date” means the date of the termination of the employment of the Executive hereunder, howsoever caused.

1.2		In this Agreement (unless the context otherwise requires):

(A)

any reference to any statute or statutory provision shall be construed as including reference to any modification, re-enactment or extension of such statute or statutory provision for the time being in force or to any subordinate legislation made under the same;

(C)

the expression “directly or indirectly” means (without prejudice to the generality of the expression) either alone or jointly with or on behalf of any other person, firm or body corporate and whether on his own account or in partnership with another or others or as the holder of any interest in or as officer, employee or agent of or consultant to any other person, firm or body corporate.


1.3		The headings contained in this Agreement are for convenience only and do not form part of and shall not affect the construction of this Agreement or any part of it.

2.		APPOINTMENT

2.1		The Company hereby appoints the Executive and the Executive agrees to serve the Company as Senior Vice President, Europe and International.

2.2		As Senior Vice President, Europe and International, the Executive shall perform such duties as may be assigned to the Executive from time to time by the President and Chief Executive Officer or the Board, including, but not limited to the following: developing and executing plans toward attainment of current and long-range objectives, including achieving revenue, revenue growth and income objectives, maximum return on invested capital, and quality, client satisfaction and employee development goals; developing financial plans and budgets; overseeing all reporting functions; co-ordinating activities with other vice presidents and supporting departmental directors; supporting Corporate activities including market analyses, strategic planning, R&D planning and project selection, engagement and assessments of potential partners, and the like; supporting the evaluation and analysis of acquisition opportunities, if any, as may be identified from time to time by the President and Chief Executive Officer or the Board; developing and documenting novel or typical service programs, procedures, methodologies and the like; meeting with clients, understanding their product and production methods and developing timely and cost-effective strategies acceptable to them and to various national regulatory authorities; designing major projects and, as appropriate, writing major project plans; closing key proposals; directing complex technical activities, in particular projects of significant scale and scope; solving challenging technical, regulatory and service problems; building client relationships; and anticipating follow-on client engagements. These duties may be amended, removed or added to from time to time by the President and Chief Executive Office or the Board.

3.		TERM AND NOTICE

3.1		The employment of the Executive shall commence on the date of this Agreement and, subject to the provisions of clause 16, continue thereafter unless and until terminated by:

(A)

the Company giving to the Executive not less than twelve months’ notice; or


		salary for the relevant period and under twelve-month circumstances shall be made in twelve equal monthly installments and shall be subject to deductions for tax and national insurance contributions as appropriate. Such payments will be reduced by any amount which the Executive earns through new employment. The Executive is obliged to inform the Company, its successors and assigns, in writing within ten calendar days of his acceptance of such new employment and include in this notice what his base compensation and expected start date are. For the relevant period, the Company will continue to pay premiums on behalf of the Executive and will continue to lease his company car until such time as the Executive obtains employment that provides similar benefits. The Executive agrees to accept any such payment in lieu of notice as being in full and final settlement of any claim he may have arising out of his employment, its termination and/or the resignation of any directorship save for any statutory claims that he may have.

3.3		The Company may make a payment pursuant to clause 3.2 regardless of whether and by whom notice under clause 3.1 has been given and in respect of the whole or the balance of the notice period which would otherwise be required under that clause.

3.4		For the avoidance of doubt, the right of the Company to make a payment in lieu of notice does not give rise to any right of the Executive to receive such payment.

3.5		For the purposes of the Employment Rights Act 1996, the Executive’s period of continuous employment with the Company commenced in February 1993.

4.		DUTIES

4.1		The Executive shall during the continuance of his employment:

(A)

faithfully and diligently perform those duties and exercises such powers consistent with them in relation to the business of the Company or of any Group Company as may from time to time be vested in or assigned to him by the Board;

(B)

well and faithfully serve the Company and any relevant Group Companies to the best of his ability and carry out his duties in a proper and efficient manner and use his bet endeavors to promote and maintain the interests and reputation of the Company;

(C)

work normal office hours of 9 a.m. to 5 p.m. together with such additional hours as the Company reasonably deems necessary for the proper performance of his duties, subject to a minimum of 35 hours per week on average in each year of the Executive’s employment. The Executive agrees for the purposes of the Working Time Regulations 1998 whenever necessary to work longer than 48 hours a week on average and to give 3 months’ notice of any revocation of such agreement;

(D)

perform his duties principally at the Stirling University Innovation Park, or at such other location as the Company shall reasonably require whether on permanent or temporary basis;

(E)

devote the whole of his working time, skill, ability and attention to the business of the Company;

(F)

in all respects conform to and comply with lawful directions and regulations given and made by the Board;

(G)

in all respects conform to and comply with relevant rules and/or codes issued by or on behalf of any Recognized Stock Exchange;

(H)

travel to such places (whether inside or outside the United Kingdom) in such manner and on such occasions and for such periods as the Board may from time to time reasonably require; and

(I)

if so required by the Board, perform his duties hereunder jointly with such other person or persons as the Board may from time to time reasonably require.


4.2		The Executive shall promptly disclose forthwith to the Company any and all information he has or acquires which relates or may relate to the business or any potential business of the Company, save that this obligation shall not apply to information supplied to the Executive under an obligation of confidentiality where it would be a breach of that obligation to disclose the information hereunder.

4.3		The Executive shall immediately upon the Company’s request supply any and all information which the Company may reasonably require in order to be able to comply with any statutory or regulatory provision or stock exchange rule or requirement, including for the avoidance of doubt the Listing Rules of the UK Listing Authority.

4.4		For the avoidance of doubt, subject always to the Executive retaining the same or a similar level of responsibility and authority, the Company may, in its absolute discretion, vary from time to time the functions and job title of the Executive.

5.		SALARY

5.1		The Company shall pay to the Executive by way of remuneration for his services under this Agreement an annual base salary of £100,000 (inclusive of any director’s fees payable to him by the Company) which shall accrue from day to day and shall be payable in equal monthly installments in arrears on the customary pay period of the Company (or pro rata where the Executive is only employed during part of the month).

5.2		The Company shall be entitled to deduct from any sums payable to the Executive (including salary):

(A)

all sums from time to time owed by the Executive to the Company howsoever arising; and

(B)

all appropriate deductions for income tax, employee national insurance contributions and all other statutory deductions due in respect of his salary and any other benefits provided to him by the Company.

(A)

take good care of the car, including arranging for its maintenance and procure that the provisions and conditions of any policy of insurance relating to the car are observed; and

(B)

comply with any reasonable directions and regulations of the Company for the time being in force relating to the company cars;

(C)

return the car, its keys and all associated documentation to the Company’s registered office immediately upon the termination for whatever reason of his employment under this Agreement (or at any other reasonable time, if so requested, for the purposes of inspection and/or maintenance). The Company shall be entitled to withhold any sums owing to the Executive on the termination of his employment until this obligation is complied with and if the Executive does not comply immediately with this clause he shall be required to account to the Company for any resulting losses;

(D)

not do anything which would or might void of prejudice any policy of insurance or hire/rental/leasing agreement taken out by the Company in respect of the Executive or the Car and shall promptly inform the Company of any matter which may need to be reported to the insurer (including without limitation if he loses his driver’s license and/or if he is involved in a road traffic accident, however minor and regardless of fault); and


8.		STOCK OPTIONS

8.1		The Executive will be entitled to participate in the 1997 Incentive Plan (as amended and restated) or such share schemes as the Board may operate for employees of comparable status and upon such terms as the Board may from time to time determine.

8.2		The Executive shall have no claim against the Company or Group Company in connection with termination of his employment in relation to the provision of any agreement or otherwise which has the effect of requiring the Executive to sell or give up shares, securities, options or rights to acquire the same and/or which causes any such options or rights to lapse or reduce in value.

9.		EXPENSES

		The Company shall reimburse the Executive all reasonable traveling, hotel and other out of pocket expenses properly incurred by him in or about the performance of his duties under this Agreement subject to his compliance with the Company’s then current guidelines, if any, relating to expenses and to the production, if required, of receipts, vouchers or other supporting documents.

10.		PENSIONS HEALTH LIFE AND MEDICAL INSURANCE

10.1		The Executive shall during his employment be entitled to participate in any:

(A)

arrangements for private medical treatment or medical health insurance with BUPA (which policy will also benefit the Executive’s wife); and

(B)

life assurance providing for a payment equal to four times basic salary pursuant to clause 5.1 for death in service


		(together “Insurance Schemes”) operated from time to time by or for the Company for the benefit of employees of the Company or any Group Company of equivalent status to the Executive, subject to any applicable rules and conditions and subject to the Company’s right to terminate or substitute other scheme for such schemes or amend the scale, and level of benefits provided under the schemes. To the extent that there is any disparity between the rules and conditions of the relevant Insurance Scheme and the terms of this Agreement the relevant scheme rules and conditions shall take precedence. The company shall not have any liability to pay any benefit to the Executive (or any family member) under any Insurance Scheme unless it receives payment of the benefit from the insurer under the scheme and shall not be responsible for providing the Executive (or any family member) with any benefit under an Insurance Scheme in the event that the relevant insurer refuses for whatever reason to pay or provide or to continue to pay or provide that benefit to the Executive (or family member).

10.2		Any Insurance Scheme which is provided for the Executive is also subject to the Company’s right to alter the cover provided or any term of that scheme or to cease to provide (without replacement) the scheme at any time if in the opinion of the Board (after the Executive has been examined by a medical practitioner nominated by the insurers or


		by the Company) the state of health of the Executive is or becomes such that the Company is unable to insure the benefits under the scheme at the normal premiums applicable to a person of the Executive’s age.

10.3		During his employment hereunder the Company shall each month pay into such personal pension plan of the Executive as he shall direct an amount calculated (and accruing on a daily basis) at an annual rate equivalent to the amount paid by the Executive into his personal pension plan up to a maximum of 9 percent of the Executive’s salary for the time being payable under clause 5.1.

10.4		No contracting out certificate is in force in relation to this employment.

11.		ILLNESS AND KEY MAN INSURANCE

11.1		In the event of illness or other incapacity beyond his control as a result of which he is unable to perform his duties the Executive shall remain entitled to receive his salary in full for any continuous or aggregate period of thirteen weeks’ absence in any consecutive twelve month period subject to:

(A)

compliance with the Company’s procedures relating to sickness notification, statutory sick pay and self-certification to cover absence from work due to sickness or other incapacity and to the provision of medical certificates and/or (at the Company’s discretion) undergoing a medical examination by a doctor appointed by the Company. The Executive shall cooperate in ensuring the prompt delivery of such report to the Company and authorize his own medical practitioner to supply all such information as may be required by that doctor and, if so requested by the Company, authorize his medical practitioner to disclose to the Company his opinion of the Executive’s state of health;

(B)

a deduction (at the Company’s discretion) from his salary of an amount or amounts equal to any statutory sick pay or social security benefits to which the Executive is entitled;

(C)

a deduction (at the Company’s discretion) from his salary of an amount or amounts equal to any payment made to the Executive under any health insurance arrangements effected from time to time by the Company and/or any Group Company on his behalf.


11.3		Other incapacity for any continuous or aggregate period of thirteen weeks in any period of twelve months, notwithstanding any other provisions of this Agreement, the Company may terminate the Executive’s employment upon 13 weeks’ written notice to him and during that period the Executive shall not have any entitlement to receive his salary or any bonus payment but shall otherwise be entitled to his contractual benefits under this Agreement.

12.		OTHER BUSINESS INTERESTS

12.1		The Executive shall not during the continuance of his employment (whether during or outside working hours) without the prior consent in writing of the Board, be directly or indirectly engaged, concerned or interested in any business, profession or occupation other than the Company or any Group Company in accordance with the terms of this Agreement provided that nothing in this clause 12 shall prohibit the Executive form being:

(A)

the holder of not more than three per cent of any class of stock, shares or debentures or other securities in any company which is listed and/or dealt in on the London Stock Exchange or on the Alternative Investment Market of such stock exchange or other recognized investment exchange (as so declared pursuant to section 285 of the Financial Services and Markets Act 2000); or

(B)

interested as shareholder or director only in such companies as the Board from time to time agrees in writing, such agreement not to be unreasonably withheld or withdrawn so long as none of such interests of the Executive shall prejudice the business interests of the Company or of any Group Company and for so long as the Executive continues to comply with the provisions of clause 12.


12.2		The Executive shall not during the continuance of his employment (except with the prior written consent of the Board) introduce to any other person firm or company business of any kind which could appropriately be dealt with by the Company or any Group Company, nor shall he have any financial interest on or derive any financial benefit from any contracts made by the Company or any Group Company with any third party.

13.		HOLIDAYS

13.1		The Executive shall be entitled to 26 working days’ holiday (in addition to the normal bank and other public holidays) in each calendar year commencing on 1 January in each year (which shall accrue on a monthly basis) pro rata according to the number of days worked. Holidays shall be taken at such times as the Company shall consider most convenient having regard to the requirements of the Company’s business.

14.		CONFIDENTIAL AND BUSINESS INFORMATION, NON-COMPETITION

14.1		In addition to and without prejudice to the Executive’s common law obligations to keep information secret, by signing below, the Executive acknowledges his ongoing and continuing obligation to abide by the Confidentiality, Trade Secrets and Non-competition


		Agreement that he executed on 6 September 1999 (“Trade Secrets Agreement”), which is attached hereto as Exhibit 1 and incorporated herein by references.

14.2		Notwithstanding the obligations and restrictions contained in this clause 14, nothing in this Agreement shall operate to prevent the Executive making a “protected disclosure” pursuant to the Part IVA of the Employment Rights Act of 1996.

14.3		The obligations of the Executive under this clause 14 shall continue to apply after the termination of the Executive’s employment (howsoever terminated).

15.		CHANGE OF CONTROL

15.1		Notwithstanding any other provision in this Agreement, if there is a Change of Control of the Corporation during the term of this Agreement, and within twelve months of the Change in Control either (1) the Executive is given notice of termination by the Company (other than pursuant to clause 16.2) or (2) the Executive’s responsibilities are significantly reduced, the Executive will be entitled to serve written notice on the Company terminating his employment forthwith and shall then be entitled to the compensation and benefits set forth below:

(A)

Base Compensation: The Company shall pay the Executive sixteen months of his then current base salary under clause 5.1. This compensation will be paid in two parts, as follows: (a) an initial lump-sum payment of eight months of base salary will be paid within ten working days of termination of employment and (b) beginning six months after termination of employment, equal monthly payments for eight months thereafter. This second payment in section (b) will be correspondingly reduced by any base compensation payments the Executive receives through new employment. The Executive is obligated to inform the Company, its successors and assigns, in writing within ten calendar days of his acceptance of such new employment and include in this notice what his base compensation and expected start date are. However, if the Executive’s base compensation at such new employment is equal to or exceeds his prior base salary at the Company, the Executive may simply confirm this fact in the notice in lieu of disclosing the actual new base compensation figure.

(B)

Stock Options: The disposition of any and all stock options granted by the Corporation to the Executive will be governed by the 1997 Incentive Plan (as amended and restated).

(C)

Bonus Compensation: The Company shall at its discretion pay to the Executive, within thirty calendar days of termination, any performance bonus to which the Board deem payable to the Executive, pro-rated to reflect the date of termination.

(D)

Medical Benefits: If the Executive elects to continue medical benefits coverage under the UK Company’s Private Healthcare program, the Company will pay the applicable premium for a period of the lesser of sixteen months or until such time as the Executive obtains other employment that provides private healthcare coverage, provided the Executive and any of his eligible dependants elect the UK

Company’s Private Healthcare program. This provision is otherwise subject to all applicable UK Company Private Healthcare program continuation requirements and does not alter the Company’s right to amend or terminate its medical plan.

(E)

Other Benefits: The Company will continue to provide other benefits current at the time of termination, e.g. fully expensed lease car, for a period of the lesser of sixteen months or until such time as the Executive obtains other employment that provides similar benefits.


15.2		“Change in Control” for purposes of this Agreement shall be deemed to have occurred if the Corporation is subject to an acquisition in accordance with Section 2.12(1) of the Corporation’s 1997 Incentive Plan (as amended and restated), which is attached hereto as Exhibit 2.

15.3		The privileges, compensation, and benefits set forth in this clause 15, survive the expiration of this Agreement as lone as there is a Change in Control as herein defined during the term of this Agreement.

15.4		All compensation paid by the Company pursuant to this clause will be subject to appropriate deductions of tax and national insurance.

16.		TERMINATION

16.1		If the Executive terminates his employment by giving notice pursuant to clause 3.1, the Executive shall only be entitled to base compensation through the last day actually worked as well as any bonus compensation for which the work period and performance criteria have been fully met. The Board may provide the Executive with additional compensation, if the Board in its discretion deems such additional compensation warranted.

16.2		The employment of the Executive may be terminated by the Company without notice or payment in lieu of notice if:

(A)

the Executive is guilty of willful misconduct or commits any serious or (having been given notice in writing) persistent breach or non-observance of any of his obligations to the Company or any Group Company (whether under this Agreement or otherwise);

(B)

the Executive refuses or neglects to comply with any lawful acts or directions given to him by the Board;

(C)

the Executive is guilty of any serious breach or non-observance of any of the provisions of this Agreement or directions of the Board or relevant rules and/or codes issued by or on behalf of any Recognized Stock Exchange or is guilty of any continued or successive breaches or non-observance of any of such provisions or directions in spite of written warning to the contrary by the Board;

(D)

the Executive is convicted of any criminal offence by a court of competent jurisdiction (other than a minor motoring offence for which a fine or other non-custodial penalty is imposed);

(E)

the Executive commits any act of theft or other dishonesty either at or outside work;

(F)

the Executive carries out or neglects to carry out any action which in the reasonable opinion of the board may seriously damage the interests of the Company or Group or willfully or negligently breaches any legislation or any regulation to which the Company or a Group Company may be subject which may result in any penalties being imposed on him or any directors of the Company or Group Company;

(G)

the Executive commits any act of deliberate discrimination or harassment on grounds of race, sex or disability;

(I)

the Executive has engaged in abusive use of alcohol to a degree, or in a manner, that would materially and adversely affect the performance of the Executive’s assigned work or degrade the reputation of the Company;

(J)

the Executive is guilty of any breach or non-observance of any of the terms of the Trade Secrets Agreement;

(K)

the Executive is adjudged bankrupt or enters into any composition or arrangement with or for the benefit of his creditors including a voluntary arrangement under this Insolvency Act 1986;

(L)

the Executive becomes of unsound mind or a patient for the purpose of any statute relating to the mental health;

(M)

the Executive is convicted of an offence under the Criminal Justice Act 1993 (or the Financial Services Authority becomes entitled to impose a penalty on the Executive pursuant to section 123 of the Financial Services and Markets Act 2000) or the Executive is otherwise convicted or found liable under any other present or future statutory enactment or regulation relating to insider dealing and/or market abuse;

(N)

the Executive becomes prohibited by law or is disqualified or is liable to be disqualified from being a director;

(O)

the Executive resigns as a director of the Company other than at the request of the Company; or

(P)

the Executive commits any other act warranting summary termination at common law including (but not limited to) any act justifying dismissal without notice in the terms of the Company’s generally-applicable Disciplinary Rules (receipt of a copy of which the Executive hereby acknowledges).

(A)

the members of the Company in general meeting vote that the Executive be removed from office as a director of the Company; or

(B)

the Executive, upon retiring as a director by rotation pursuant to the Articles of Association of the Company, is not re-elected by members of the Company in general meeting.


16.4		The employment of the Executive shall automatically terminate on the day upon which the Executive reaches the age of State Retirement Age or such lower age as may be the Company’s normal retirement age for senior executives from time to time. No agreement which may be reached between the Company and the Executive for him to work past that age shall affect his normal retirement age.

16.5		The termination of the Executive’s employment hereunder for whatsoever reason shall not affect those terms of this Agreement which are expressed to have effect after such termination and shall be without prejudice to any accrued rights or remedies of the parties.

16.6		On the termination of the Executive’s employment, or at any other time in accordance with instructions given to him by the Company, the Executive will immediately return to the Company all equipment, correspondence, records, specifications, software, models, notes, reports and other documents and any copies thereof and any other property belonging to the Company (including but not limited to the Company car keys, credit cards, keys and passes) which are in the Executive’s possession or under his control. The Company may withhold any sums owing to the Executive on the termination of his employment until the obligations in this clause 12.4 have been complied with and if he does not comply with this clause 12.4, he shall be required to account to the Company for any resulting losses.

16.7		After notice of termination has been given by either party or if the Executive seeks to resign without notice or by giving shorter notice than is required under clause 3, provided that the Company continues to pay the Executive his basic salary, and to provide all contractual benefits until his employment terminates in accordance with the terms of this Agreement, the Company has absolute discretion for up to six months of the notice period to:

(A)

exclude the Executive from such of the premises of the Company and/or Group Company as the Board may direct;

(B)

instruct him not to communicate with suppliers, customers, employees, agents or representatives of the Company or Group Company; and/or

(C)

instruct him to perform some only or none of his duties under this Agreement.


16.8		During any such period during which the Company exercises its rights under clause 17.6, the Executive agrees to remain bound by all his contractual obligations owed to the Company under this Agreement (including for the avoidance of doubt but without limitation clause 13), as well as all common law duties owed by him to the Company as an employee, including without limitation his duty of care, fidelity, obedience and good faith.

17.		RESIGNATION OF OFFICES

		The Executive shall immediately upon the earlier of termination of his employment or notice of termination being served by either party in accordance with this Agreement give written notice resigning forthwith as a director or trustee or from any other office he may hold from time to time with the Company and/or any Group Company or arising from his engagement by the Company and/or any Group Company without any further compensation.

18.		GRIEVANCE AND DISCIPLINARY PROCEDURES

18.1		In the event of the Executive wishing to seek redress of any grievance relating to his employment he should lay his grievance before the Company in writing, who will afford the Executive the opportunity of a full hearing before the Company or a committee of the Company whose decision on such grievance shall be final and binding.

18.2		In the event that any disciplinary action is to be taken against the Executive, any hearing in respect thereof will be conducted by such director of the Company as the Company may in its reasonable discretion nominate. If the Executive seeks to appeal against any disciplinary action taken against him he should do so to the Company submitting full written grounds for his appeal to the Chairman within seven days of the action appealed against. The decision of the Company or a delegated committee thereof shall be final and binding. For the avoidance of doubt, the Executive has no contractual right to either a disciplinary hearing or appeal.

18.3		The Company may in its absolute discretion suspend the Executive from some or all of his duties and from the Company and or require him to remain away from work during any investigation conducted into an allegation relating to the Executive’s conduct or performance.

19.		INVENTIONS AND IMPROVEMENTS

19.1		For the purposes of this clause 15 the following words and expressions shall have the following meanings:

		“Intellectual Property Rights” means any intellectual property, including without limitation, trade mark, service mark, business name, company name, trade name, Invention, patent, utility model, copyright, database right, design right (whether registered or unregistered), semiconductor topography right, know-how, trade secret, get-up, logo, slogan, internet domain name, e-mail address, information technology and any


		right and form of protection of a similar or analogous nature (whether registered or unregistered) or having similar effect to any of the foregoing and applications for any such rights, as may exist anywhere in the world.

		“Invention” means any new or improved program, computer software (source and object code), method, idea, concept, experimental work, theme, invention, discovery, process, model, formula, prototype, sketch, drawing, plan, composition, design, configuration, improvement or modification of any kind conceived, developed, discovered, devised or produced by the Executive alone or with one or more others during his employment under this Agreement and which pertains to or is actually or potentially useful to the activities from time to time of the Company or any product or service of the Company or which pertains to, or results from any work which the Executive or any other employee of the Company may do hereafter during his employment under this Agreement for the Company.

19.2		The Executive shall promptly disclose and deliver to the Company in confidence full details of each Invention (whether or not the Executive considers that by virtue of section 39 Patents Act 1977 rights to such Invention fail to vest in the Company) to enable the Company to determine whether rights to such Invention vest in the Company, upon the making, devising or discovering of the same and shall at the expense of the Company give all such explanations, demonstrations and instructions as the Company may deem appropriate to enable the full and effectual working, production and use of the same. To the extent that by virtue of section 39 Patents Act 1977 rights to such Invention vest in the Executive the Company shall return to the Executive any documentation provided by the Executive pursuant to this clause 19.2 and the Company shall keep such details confidential unless or until such time as such details are in or enter the public domain, other than by a breach of this Agreement.

19.3		The Executive hereby assigns (in so far as title has not automatically vested in the Company through the Executive’s employment under this Agreement) to the Company with full title guarantee by way of future assignment all copyright, database right, design right and other similar rights for the full terms (including any extension or renewals thereof) thereof throughout the world in respect of all works, designs or materials (including, without limitation, source code and object code for software) originated, conceived, written or made by the Executive during the period of his employment under this Agreement (except only those works or designs originated, conceived, written or made by the Executive: (i) wholly outside his normal working hours under this agreement or (ii) which are wholly unconnected with any business activity undertaken or planned to be undertaken by the Company to hold unto the Company absolutely. The aforementioned assignment shall include the right to sue for damages and/or other remedies in respect of any infringement (including prior to the date hereof).

19.4		The Executive hereby irrevocably and unconditionally waives in favor of the Company any and all moral rights conferred on him by Chapter IV of Part I of the Copyright Designs and Patents Act 1988 for any work in which copyright or design right is vested in the Company whether by this clause 19 or otherwise.

19.5		The Executive shall, without additional payment to him (except to the extent provided in section 40 Patents Act 1977, or any similar provision of applicable law) at the request and


		expense of the Company and whether or not during the continuance of his employment, promptly execute all documents and do all acts, matters and things as may be reasonably necessary or desirable to enable the Company or its nominee to obtain, maintain, protect and enforce any Intellectual Property Right vested in the Company (save only to the extent that any Intellectual Property Rights fail to vest in the Company by virtue of S39 Patents Act 1977) in any or all countries relating to the Intellectual Property Right and to enable the Company to exploit any Intellectual Property Right vested in the Company.

19.6		The Executive shall not do anything (whether by omission or commission) during his employment under this Agreement or at any time thereafter to affect negatively or imperil the validity of any Intellectual Property Right owned by the Company or its nominee, and in particular the Executive shall not disclose or make use of (except as reasonably necessary in the course of his normal duties) any Invention which is the property of the Company without the prior written consent of the Company. The Executive shall during or after the termination of his employment with the Company, at the request and expense of the Company, provide all reasonable assistance in obtaining, maintaining and enforcing the Intellectual Property Right or in relating to any proceeding relating to the Company’s right, title or interest in any Intellectual Property Right.

19.7		Without prejudice to the generality of the above clauses, the Executive hereby irrevocably authorizes the Company to appoint a person to be his attorney in his name and on his behalf to execute any documents and do any acts, matters, or things as may be necessary for or incidental to grant the Company the full benefit of the provisions of this clause 19.

19.8		The obligations of the Executive under this clause 19 shall continue to apply after the termination of his employment (howsoever terminated).

19.9		For the avoidance of doubt, nothing in this agreement shall oblige the Company to seek protect for or exploit any Intellectual Property Right.

20.		DATA PROTECTION

20.1		The Company will hold computer records and personnel files relating to the Executive. These will include the Executive’s employment application, references, bank details, performance appraisals, holiday and sickness records, salary review and remuneration details and other records(which may, where necessary, include sensitive data relating to the Executive’s health and data held for ethnic monitoring purposes). The Company requests such personal data for personnel, administration and management purposes and to comply with its obligations regarding the keeping of employee/worker records. The Executive’s right of access to this data is as prescribed by law.

20.2		The Executive hereby agrees that the Company may process personal data relating to him for personnel, administration and management purposes (including, where necessary, sensitive data relating to the Executive’s health and data held for ethnic monitoring purposes) and may, when necessary for those purposes, make such data available to its advisers, to parties providing products and/or services to the Company (including, without limitation, IT systems suppliers, pension, benefits and payroll administrators) to regulatory authorities (including the Inland Revenue), to any potential purchasers of the Company or its business (on a confidential basis) and as required by law. Further, the


		Executive hereby agrees that the Company may transfer such data to and from Group Companies or subsidiaries, including any Group Companies or subsidiaries located outside the European Economic Area.

21.		GENERAL

21.1		No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by either party of any right, power or privilege hereunder preclude any further exercise thereof or the exercise of any other right, power or privilege.

21.2		The Executive shall have no claim against the Company in respect of the termination of his employment hereunder in relation to any provision in any articles of association, agreement, scheme, plan or arrangement which has the effect of requiring the Executive to sell, transfer or give up any shares, securities, options or rights at any price or which causes any options or other rights granted to him to become prematurely exercisable or to lapse by reason of his termination or because he has given or received notice of termination.

21.3		The Executive hereby irrevocably and by way of security appoints the Company now or in the future existing to be his attorney and in his name and on his behalf and as his act and deed to sign, execute and do all acts, things and documents which he is obliged to execute and do under the provisions of this Agreement (and in particular, but without limitation, clause 19) and the Executive hereby agrees forthwith on the request of the Company to ratify and confirm all such acts, things and documents signed, executed or done in pursuance of this power.

21.4		There are no collective agreements which affect the terms and conditions of the employment of the Executive hereunder.

21.5		Nothing in this Agreement is intended to confer any rights on any person not a party to this Agreement under the Contracts (Rights of Third Parties) Act 1999 and no consent of any such person shall be needed of the termination or amendment of this Agreement or any terms hereunder.

22.		NOTICES

22.1		Any notice or communication given or required under this Agreement may be served by personal delivery or by leaving the same at or by sending the same through the post addressed in the case of the Company to its registered office from time to time and in the case of the Executive to his aforesaid address or to the address provided from time to time by the Executive to the Company for the purposes of its employment records or by facsimile transmission.

22.2		Any notice sent by post shall be deemed to have been served 24 hours after the time of posting by first class mail and service thereof shall be sufficiently proved by proving that the notice was duly dispatched through the post in a pre-paid envelope addressed as aforesaid. In the case of facsimile transmission it shall be deemed to have been received when in the ordinary course of such transmission it would be received by the addressee or if transmitted after 5 p.m. or on a day that is not an ordinary business day on the next business day.

IN WITNESS whereof a duly authorized representative of the Company has executed this Agreement and the Executive has executed this Agreement as his Deed on the date of this Agreement.

Copy: William Gedale, Chairman, Compensation Committee of the Board of Directors

(1)

(2)

DIANA MORGAN, Ph. D., of 10 Ratho Drive, Cumbernauld, Glasgow, G68 0GG, United Kingdom. (“the Executive”)


1.		INTERPRETATION

1.1		In this Agreement the following words and expressions shall have the following meanings:

		“the Board” means the board of directors of the Company and, where applicable, any Group Company or the Corporation, as from time to time constituted or any duly appointed committee of the Board;

		“the Company” means the Company of directors of the Company and, where applicable, any Group Company or subsidiary of the Company as from time to time constituted or any duly appointed committee of the Company;

		“the Corporation” means Bioreliance Corporation a company incorporated in Delaware, USA, whose headquarters is at 14920 Broschart Road, Rockville, Maryland 20850 USA;

		“Group Company” means any company which is a holding company of the Company or a subsidiary undertaking of the Company or of any such holding company (as such expressions are defined in sections 258, 259 and 736 Companies Act 1985);

		“Termination Date” means the date of the termination of the employment of the Executive hereunder, howsoever caused.

1.2		In this Agreement (unless the context otherwise requires):

(A)

(C)


1.3		The headings contained in this Agreement are for convenience only and do not form part of and shall not affect the construction of this Agreement or any part of it.

2.		APPOINTMENT

2.1		The Company hereby appoints the Executive and the Executive agrees to serve the Company as Vice President, Sales and Marketing.

2.2		As Vice President, Sales and Marketing, the Executive shall perform such duties as may be assigned to the Executive from time to time by the President and Chief Executive Officer or the Board, including, but not limited to the following: developing and executing plans toward attainment of current and long-range objectives, including achieving orders, revenue, revenue growth and income objectives, maximum return on invested capital, and quality, client satisfaction and employee development goals; developing financial plans and budgets; overseeing all reporting functions; co-ordinating activities with other vice presidents and supporting departmental directors; supporting Corporate activities including market and sales analyses, strategic planning, R&D planning and project selection, engagement and assessments of potential partners, and the like; supporting the evaluation and analysis of acquisition opportunities, if any, as may be identified from time to time by the President and Chief Executive Officer or the Board; helping develop and document novel or typical service programs, procedures, procedures and the like; meeting with clients, understanding their product and production methods and developing timely and cost-effective strategies acceptable to them and to various national regulatory authorities; helping design major projects and, as appropriate, assist in writing major project plans; closing key proposals; directing complex technical activities, in particular projects of significant scale and scope; solving challenging business and service problems; building client relationships; and anticipating follow-on client engagements.

3.		TERM AND NOTICE

3.1		The employment of the Executive shall commence on the date of this Agreement and, subject to the provisions of clause 16, continue thereafter unless and until terminated by:

(A)

the Company giving to the Executive not less than twelve months’ notice; or


		twelve equal monthly installments and shall be subject to deductions for tax and national insurance contributions as appropriate. Such payments will be reduced by any amount which the Executive earns through new employment. The Executive is obliged to inform the Company, its successors and assigns, in writing within ten calendar days of his acceptance of such new employment and include in this notice what his base compensation and expected start date are. For the relevant period, the Company will continue to pay premiums on behalf of the Executive and will continue to lease his company car until such time as the Executive obtains employment that provides similar benefits. The Executive agrees to accept any such payment in lieu of notice as being in full and final settlement of any claim she may have arising out of her employment, its termination and/or the resignation of any directorship save for any statutory claims that she may have.

3.3		The Company may make a payment pursuant to clause 3.2 regardless of whether and by whom notice under clause 3.1 has been given and in respect of the whole or the balance of the notice period which would otherwise be required under that clause.

3.4		For the avoidance of doubt, the right of the Company to make a payment in lieu of notice does not give rise to any right of the Executive to receive such payment.

3.5		For the purposes of the Employment Rights Act 1996, the Executive’s period of continuous employment with the Company commenced in February 1993.

4.		DUTIES

4.1		The Executive shall during the continuance of his employment:

(A)

(B)

well and faithfully serve the Company and any relevant Group Companies to the best of her ability and carry out her duties in a proper and efficient manner and use his bet endeavors to promote and maintain the interests and reputation of the Company;

(C)

work normal office hours of 9 a.m. to 5 p.m. together with such additional hours as the Company reasonably deems necessary for the proper performance of her duties, subject to a minimum of 35 hours per week on average in each year of the Executive’s employment. The Executive agrees for the purposes of the Working Time Regulations 1998 whenever necessary to work longer than 48 hours a week on average and to give 3 months’ notice of any revocation of such agreement;

(D)

perform her duties principally at the Stirling University Innovation Park, or at such other location as the Company shall reasonably require whether on permanent or temporary basis;

(E)

devote the whole of her working time, skill, ability and attention to the business of the Company;

(F)

in all respects conform to and comply with lawful directions and regulations given and made by the Board;

(G)

in all respects conform to and comply with relevant rules and/or codes issued by or on behalf of any Recognised Stock Exchange;

(H)

travel to such places (whether inside or outside the United Kingdom) in such manner and on such occasions and for such periods as the Board may from time to time reasonably require; and

(I)

if so required by the Board, perform her duties hereunder jointly with such other person or persons as the Board may from time to time reasonably require.


4.2		The Executive shall promptly disclose forthwith to the Company any and all information she has or acquires which relates or may relate to the business or any potential business of the Company, save that this obligation shall not apply to information supplied to the Executive under an obligation of confidentiality where it would be a breach of that obligation to disclose the information hereunder.

4.3		The Executive shall immediately upon the Company’s request supply any and all information which the Company may reasonably require in order to be able to comply with any statutory or regulatory provision or stock exchange rule or requirement, including for the avoidance of doubt the Listing Rules of the UK Listing Authority.

4.4		For the avoidance of doubt, subject always to the Executive retaining the same or a similar level of responsibility and authority, the Company may, in its absolute discretion, vary from time to time the functions and job title of the Executive.

5.		SALARY

5.1		The Company shall pay to the Executive by way of remuneration for her services under this Agreement an annual base salary of £75,000 (inclusive of any director’s fees payable to her by the Company) which shall accrue from day to day and shall be payable in equal monthly installments in arrears on the customary pay period of the Company (or pro rata where the Executive is only employed during part of the month)

5.2		The Company shall be entitled to deduct from any sums payable to the Executive (including salary):

(A)

all sums from time to time owed by the Executive to the Company howsoever arising; and

(B)

(A)

take good care of the car, including arranging for its maintenance and procure that the provisions and conditions of any policy of insurance relating to the car are observed; and

(B)

comply with any reasonable directions and regulations of the Company for the time being in force relating to the company cars;

(C)

return the car, its keys and all associated documentation to the Company’s registered office immediately upon the termination for whatever reason of her employment under this Agreement (or at any other reasonable time, if so requested, for the purposes of inspection and/or maintenance). The Company shall be entitled to withhold any sums owing to the Executive on the termination of his employment until this obligation is complied with and if the Executive does not comply immediately with this clause she shall be required to account to the Company for any resulting losses;

(D)

not do anything which would or might void of prejudice any policy of insurance or hire/rental/leasing agreement taken out by the Company in respect of the Executive or the Car and shall promptly inform the Company of any matter which may need to be reported to the insurer (including without limitation if she loses her driver’s license and/or if she is involved in a road traffic accident, however minor and regardless of fault); and


8.		STOCK OPTIONS

8.1		The Executive will be entitled to participate in the 1997 Incentive Plan (as amended and restated) or such share schemes as the Board may operate for employees of comparable status and upon such terms as the Board may from time to time determine.

8.2		The Executive shall have no claim against the Company or Group Company in connection with termination of her employment in relation to the provision of any agreement or otherwise which has the effect of requiring the Executive to sell or give up shares, securities, options or rights to acquire the same and/or which causes any such options or rights to lapse or reduce in value.

9.		EXPENSES

		The Company shall reimburse the Executive all reasonable traveling, hotel and other out of pocket expenses properly incurred by her in or about the performance of her duties under this Agreement subject to her compliance with the Company’s then current guidelines, if any, relating to expenses and to the production, if required, of receipts, vouchers or other supporting documents.

10.		PENSIONS HEALTH LIFE AND MEDICAL INSURANCE

10.1		The Executive shall during her employment be entitled to participate in any:

(A)

arrangements for private medical treatment or medical health insurance with BUPA (which policy will also benefit the Executive’s wife); and

(B)

life assurance providing for a payment equal to four times basic salary pursuant to clause 5.1 for death in service


		(together “Insurance Schemes”) operated from time to time by or for the Company for the benefit of employees of the Company or any Group Company of equivalent status to the Executive, subject to any applicable rules and conditions and subject to the Company’s right to terminate or substitute other scheme for such schemes or amend the scale, and level of benefits provided under the schemes. To the extent that there is any disparity between the rules and conditions of the relevant Insurance Scheme and the terms of this Agreement the relevant scheme rules and conditions shall take precedence. The company shall not have any liability to pay any benefit to the Executive (or any family member) under any Insurance Scheme unless it receives payment of the benefit from the insurer under the scheme and shall not be responsible for providing the Executive (or any family member) with any benefit under an Insurance Scheme in the event that the relevant insurer refuses for whatever reason to pay or provide or to continue to pay or provide that benefit to the Executive (or family member).

10.2		Any Insurance Scheme which is provided for the Executive is also subject to the Company’s right to alter the cover provided or any term of that scheme or to cease to provide (without replacement) the scheme at any time if in the opinion of the Board (after the Executive has been examined by a medical practitioner nominated by the insurers or


		by the Company) the state of health of the Executive is or becomes such that the Company is unable to insure the benefits under the scheme at the normal premiums applicable to a person of the Executive’s age.

10.3		During her employment hereunder the Company shall each month pay into such personal pension plan of the Executive as she shall direct an amount calculated (and accruing on a daily basis) at an annual rate equivalent to the amount paid by the Executive into her personal pension plan up to a maximum of 9 percent of the Executive’s salary for the time being payable under clause 5.1.

10.4		No contracting out certificate is in force in relation to this employment.

11.		ILLNESS AND KEY MAN INSURANCE

11.1		In the event of illness or other incapacity beyond his control as a result of which she is unable to perform his duties the Executive shall remain entitled to receive her salary in full for any continuous or aggregate period of thirteen weeks’ absence in any consecutive twelve month period subject to:

(A)

compliance with the Company’s procedures relating to sickness notification, statutory sick pay and self-certification to cover absence from work due to sickness or other incapacity and to the provision of medical certificates and/or (at the Company’s discretion) undergoing a medical examination by a doctor appointed by the Company. The Executive shall cooperate in ensuring the prompt delivery of such report to the Company and authorize his own medical practitioner to supply all such information as may be required by that doctor and, if so requested by the Company, authorize her medical practitioner to disclose to the Company her opinion of the Executive’s state of health;

(B)

a deduction (at the Company’s discretion) from her salary of an amount or amounts equal to any statutory sick pay or social security benefits to which the Executive is entitled;

(C)

a deduction (at the Company’s discretion) from her salary of an amount or amounts equal to any payment made to the Executive under any health insurance arrangements effected from time to time by the Company and/or any Group Company on her behalf.


11.3		Other incapacity for any continuous or aggregate period of thirteen weeks in any period of twelve months, notwithstanding any other provisions of this Agreement, the Company may terminate the Executive’s employment upon 13 weeks’ written notice to her and during that period the Executive shall not have any entitlement to receive her salary or any bonus payment but shall otherwise be entitled to her contractual benefits under this Agreement.

12.		OTHER BUSINESS INTERESTS

12.1		The Executive shall not during the continuance of her employment (whether during or outside working hours) without the prior consent in writing of the Board, be directly or indirectly engaged, concerned or interested in any business, profession or occupation other than the Company or any Group Company in accordance with the terms of this Agreement provided that nothing in this clause 12 shall prohibit the Executive form being:

(A)

(B)


12.2		The Executive shall not during the continuance of her employment (except with the prior written consent of the Board) introduce to any other person firm or company business of any kind which could appropriately be dealt with by the Company or any Group Company, nor shall he have any financial interest on or derive any financial benefit from any contracts made by the Company or any Group Company with any third party.

13.		HOLIDAYS

13.1		The Executive shall be entitled to 26 working days’ holiday (in addition to the normal bank and other public holidays) in each calendar year commencing on 1 January in each year (which shall accrue on a monthly basis) pro rata according to the number of days worked. Holidays shall be taken at such times as the Company shall consider most convenient having regard to the requirements of the Company’s business.

14.		CONFIDENTIAL AND BUSINESS INFORMATION, NON-COMPETITION

14.1		In addition to and without prejudice to the Executive’s common law obligations to keep information secret, by signing below, the Executive acknowledges his ongoing and continuing obligation to abide by the Confidentiality, Trade Secrets and Non-competition


		Agreement that he executed on 6 September 1999 (“Trade Secrets Agreement”), which is attached hereto as Exhibit 1 and incorporated herein by references.

14.2		Notwithstanding the obligations and restrictions contained in this clause 14, nothing in this Agreement shall operate to prevent the Executive making a “protected disclosure” pursuant to the Part IVA of the Employment Rights Act of 1996.

14.3		The obligations of the Executive under this clause 14 shall continue to apply after the termination of the Executive’s employment (howsoever terminated).

15.		CHANGE OF CONTROL

15.1		Notwithstanding any other provision in this Agreement, if there is a Change of Control of the Corporation during the term of this Agreement, and within twelve months of the Change in Control either (1) the Executive is given notice of termination by the Company (other than pursuant to clause 16.2) or (2) the Executive’s responsibilities are significantly reduced, the Executive will be entitled to serve written notice on the Company terminating his employment forthwith and shall then be entitled to the compensation and benefits set forth below:

(A)

Base Compensation: The Company shall pay the Executive sixteen months of her then current base salary under clause 5.1. This compensation will be paid in two parts, as follows: (a) an initial lump-sum payment of eight months of base salary will be paid within ten working days of termination of employment and (b) beginning six months after termination of employment, equal monthly payments for eight months thereafter. This second payment in section (b) will be correspondingly reduced by any base compensation payments the Executive receives through new employment. The Executive is obligated to inform the Company, its successors and assigns, in writing within ten calendar days of her acceptance of such new employment and include in this notice what his base compensation and expected start date are. However, if the Executive’s base compensation at such new employment is equal to or exceeds her prior base salary at the Company, the Executive may simply confirm this fact in the notice in lieu of disclosing the actual new base compensation figure.

(B)

Stock Options: The disposition of any and all stock options granted by the Corporation to the Executive will be governed by the 1997 Incentive Plan (as amended and restated).

(C)

(D)

(E)


15.2		“Change in Control” for purposes of this Agreement shall be deemed to have occurred if the Corporation is subject to an acquisition in accordance with Section 2.12(1) of the Corporation’s 1997 Incentive Plan (as amended and restated), which is attached hereto as Exhibit 2.

15.3		The privileges, compensation, and benefits set forth in this clause 15, survive the expiration of this Agreement as lone as there is a Change in Control as herein defined during the term of this Agreement.

15.4		All compensation paid by the Company pursuant to this clause will be subject to appropriate deductions of tax and national insurance.

16.		TERMINATION

16.1		If the Executive terminates her employment by giving notice pursuant to clause 3.1, the Executive shall only be entitled to base compensation through the last day actually worked as well as any bonus compensation for which the work period and performance criteria have been fully met. The Board may provide the Executive with additional compensation, if the Board in its discretion deems such additional compensation warranted.

16.2		The employment of the Executive may be terminated by the Company without notice or payment in lieu of notice if:

(A)

the Executive is guilty of willful misconduct or commits any serious or (having been given notice in writing) persistent breach or non-observance of any of her obligations to the Company or any Group Company (whether under this Agreement or otherwise);

(B)

the Executive refuses or neglects to comply with any lawful acts or directions given to him by the Board;

(C)

(D)

the Executive is convicted of any criminal offence by a court of competent jurisdiction (other than a minor motoring offence for which a fine or other non-custodial penalty is imposed);

(E)

the Executive commits any act of theft or other dishonesty either at or outside work;

(F)

(G)

the Executive commits any act of deliberate discrimination or harassment on grounds of race, sex or disability;

(I)

(J)

the Executive is guilty of any breach or non-observance of any of the terms of the Trade Secrets Agreement;

(K)

the Executive is adjudged bankrupt or enters into any composition or arrangement with or for the benefit of her creditors including a voluntary arrangement under this Insolvency Act 1986;

(L)

the Executive becomes of unsound mind or a patient for the purpose of any statute relating to the mental health;

(M)

(N)

the Executive becomes prohibited by law or is disqualified or is liable to be disqualified from being a director;

(O)

the Executive resigns as a director of the Company other than at the request of the Company; or

(P)

(A)

the members of the Company in general meeting vote that the Executive be removed from office as a director of the Company; or

(B)

the Executive, upon retiring as a director by rotation pursuant to the Articles of Association of the Company, is not re-elected by members of the Company in general meeting.


16.4		The employment of the Executive shall automatically terminate on the day upon which the Executive reaches the age of State Retirement Age or such lower age as may be the Company’s normal retirement age for senior executives from time to time. No agreement which may be reached between the Company and the Executive for him to work past that age shall affect his normal retirement age.

16.5		The termination of the Executive’s employment hereunder for whatsoever reason shall not affect those terms of this Agreement which are expressed to have effect after such termination and shall be without prejudice to any accrued rights or remedies of the parties.

16.6		On the termination of the Executive’s employment, or at any other time in accordance with instructions given to him by the Company, the Executive will immediately return to the Company all equipment, correspondence, records, specifications, software, models, notes, reports and other documents and any copies thereof and any other property belonging to the Company (including but not limited to the Company car keys, credit cards, keys and passes) which are in the Executive’s possession or under her control. The Company may withhold any sums owing to the Executive on the termination of her employment until the obligations in this clause 12.4 have been complied with and if she does not comply with this clause 12.4, she shall be required to account to the Company for any resulting losses.

16.7		After notice of termination has been given by either party or if the Executive seeks to resign without notice or by giving shorter notice than is required under clause 3, provided that the Company continues to pay the Executive her basic salary, and to provide all contractual benefits until her employment terminates in accordance with the terms of this Agreement, the Company has absolute discretion for up to six months of the notice period to:

(A)

exclude the Executive from such of the premises of the Company and/or Group Company as the Board may direct;

(B)

instruct him not to communicate with suppliers, customers, employees, agents or representatives of the Company or Group Company; and/or

(C)

instruct him to perform some only or none of her duties under this Agreement.


16.8		During any such period during which the Company exercises its rights under clause 17.6, the Executive agrees to remain bound by all her contractual obligations owed to the Company under this Agreement (including for the avoidance of doubt but without limitation clause 13), as well as all common law duties owed by him to the Company as an employee, including without limitation her duty of care, fidelity, obedience and good faith.

17.		RESIGNATION OF OFFICES

		The Executive shall immediately upon the earlier of termination of her employment or notice of termination being served by either party in accordance with this Agreement give written notice resigning forthwith as a director or trustee or from any other office she may hold from time to time with the Company and/or any Group Company or arising from her engagement by the Company and/or any Group Company without any further compensation.

18.		GRIEVANCE AND DISCIPLINARY PROCEDURES

18.1		In the event of the Executive wishing to seek redress of any grievance relating to her employment she should lay her grievance before the Company in writing, who will afford the Executive the opportunity of a full hearing before the Company or a committee of the Company whose decision on such grievance shall be final and binding.

18.2		In the event that any disciplinary action is to be taken against the Executive, any hearing in respect thereof will be conducted by such director of the Company as the Company may in its reasonable discretion nominate. If the Executive seeks to appeal against any disciplinary action taken against him she should do so to the Company submitting full written grounds for her appeal to the Chairman within seven days of the action appealed against. The decision of the Company or a delegated committee thereof shall be final and binding. For the avoidance of doubt, the Executive has no contractual right to either a disciplinary hearing or appeal.

18.3		The Company may in its absolute discretion suspend the Executive from some or all of her duties and from the Company and or require him to remain away from work during any investigation conducted into an allegation relating to the Executive’s conduct or performance.

19.		INVENTIONS AND IMPROVEMENTS

19.1		For the purposes of this clause 15 the following words and expressions shall have the following meanings:

		“Intellectual Property Rights” means any intellectual property, including without limitation, trade mark, service mark, business name, company name, trade name, Invention, patent, utility model, copyright, database right, design right (whether registered or unregistered), semiconductor topography right, know-how, trade secret, get-up, logo, slogan, internet domain name, e-mail address, information technology and any


		right and form of protection of a similar or analogous nature (whether registered or unregistered) or having similar effect to any of the foregoing and applications for any such rights, as may exist anywhere in the world.

		“Invention” means any new or improved program, computer software (source and object code), method, idea, concept, experimental work, theme, invention, discovery, process, model, formula, prototype, sketch, drawing, plan, composition, design, configuration, improvement or modification of any kind conceived, developed, discovered, devised or produced by the Executive alone or with one or more others during his employment under this Agreement and which pertains to or is actually or potentially useful to the activities from time to time of the Company or any product or service of the Company or which pertains to, or results from any work which the Executive or any other employee of the Company may do hereafter during his employment under this Agreement for the Company.

19.2		The Executive shall promptly disclose and deliver to the Company in confidence full details of each Invention (whether or not the Executive considers that by virtue of section 39 Patents Act 1977 rights to such Invention fail to vest in the Company) to enable the Company to determine whether rights to such Invention vest in the Company, upon the making, devising or discovering of the same and shall at the expense of the Company give all such explanations, demonstrations and instructions as the Company may deem appropriate to enable the full and effectual working, production and use of the same. To the extent that by virtue of section 39 Patents Act 1977 rights to such Invention vest in the Executive the Company shall return to the Executive any documentation provided by the Executive pursuant to this clause 19.2 and the Company shall keep such details confidential unless or until such time as such details are in or enter the public domain, other than by a breach of this Agreement.

19.3		The Executive hereby assigns (in so far as title has not automatically vested in the Company through the Executive’s employment under this Agreement) to the Company with full title guarantee by way of future assignment all copyright, database right, design right and other similar rights for the full terms (including any extension or renewals thereof) thereof throughout the world in respect of all works, designs or materials (including, without limitation, source code and object code for software) originated, conceived, written or made by the Executive during the period of her employment under this Agreement (except only those works or designs originated, conceived, written or made by the Executive: (i) wholly outside her normal working hours under this agreement or (ii) which are wholly unconnected with any business activity undertaken or planned to be undertaken by the Company to hold unto the Company absolutely. The aforementioned assignment shall include the right to sue for damages and/or other remedies in respect of any infringement (including prior to the date hereof).

19.4		The Executive hereby irrevocably and unconditionally waives in favor of the Company any and all moral rights conferred on him by Chapter IV of Part I of the Copyright Designs and Patents Act 1988 for any work in which copyright or design right is vested in the Company whether by this clause 19 or otherwise.

19.5		The Executive shall, without additional payment to him (except to the extent provided in section 40 Patents Act 1977, or any similar provision of applicable law) at the request and


		expense of the Company and whether or not during the continuance of her employment, promptly execute all documents and do all acts, matters and things as may be reasonably necessary or desirable to enable the Company or its nominee to obtain, maintain, protect and enforce any Intellectual Property Right vested in the Company (save only to the extent that any Intellectual Property Rights fail to vest in the Company by virtue of S39 Patents Act 1977) in any or all countries relating to the Intellectual Property Right and to enable the Company to exploit any Intellectual Property Right vested in the Company.

19.6		The Executive shall not do anything (whether by omission or commission) during her employment under this Agreement or at any time thereafter to affect negatively or imperil the validity of any Intellectual Property Right owned by the Company or its nominee, and in particular the Executive shall not disclose or make use of (except as reasonably necessary in the course of her normal duties) any Invention which is the property of the Company without the prior written consent of the Company. The Executive shall during or after the termination of her employment with the Company, at the request and expense of the Company, provide all reasonable assistance in obtaining, maintaining and enforcing the Intellectual Property Right or in relating to any proceeding relating to the Company’s right, title or interest in any Intellectual Property Right.

19.7		Without prejudice to the generality of the above clauses, the Executive hereby irrevocably authorizes the Company to appoint a person to be her attorney in her name and on her behalf to execute any documents and do any acts, matters, or things as may be necessary for or incidental to grant the Company the full benefit of the provisions of this clause 19.

19.8		The obligations of the Executive under this clause 19 shall continue to apply after the termination of her employment (howsoever terminated).

19.9		For the avoidance of doubt, nothing in this agreement shall oblige the Company to seek protect for or exploit any Intellectual Property Right.

20.		DATA PROTECTION

20.1		The Company will hold computer records and personnel files relating to the Executive. These will include the Executive’s employment application, references, bank details, performance appraisals, holiday and sickness records, salary review and remuneration details and other records(which may, where necessary, include sensitive data relating to the Executive’s health and data held for ethnic monitoring purposes). The Company requests such personal data for personnel, administration and management purposes and to comply with its obligations regarding the keeping of employee/worker records. The Executive’s right of access to this data is as prescribed by law.

20.2		The Executive hereby agrees that the Company may process personal data relating to him for personnel, administration and management purposes (including, where necessary, sensitive data relating to the Executive’s health and data held for ethnic monitoring purposes) and may, when necessary for those purposes, make such data available to its advisers, to parties providing products and/or services to the Company (including, without limitation, IT systems suppliers, pension, benefits and payroll administrators) to regulatory authorities (including the Inland Revenue), to any potential purchasers of the Company or its business (on a confidential basis) and as required by law. Further, the


		Executive hereby agrees that the Company may transfer such data to and from Group Companies or subsidiaries, including any Group Companies or subsidiaries located outside the European Economic Area.

21.		GENERAL

21.1		No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by either party of any right, power or privilege hereunder preclude any further exercise thereof or the exercise of any other right, power or privilege.

21.2		The Executive shall have no claim against the Company in respect of the termination of her employment hereunder in relation to any provision in any articles of association, agreement, scheme, plan or arrangement which has the effect of requiring the Executive to sell, transfer or give up any shares, securities, options or rights at any price or which causes any options or other rights granted to him to become prematurely exercisable or to lapse by reason of her termination or because she has given or received notice of termination.

21.3		The Executive hereby irrevocably and by way of security appoints the Company now or in the future existing to be her attorney and in her name and on her behalf and as her act and deed to sign, execute and do all acts, things and documents which he is obliged to execute and do under the provisions of this Agreement (and in particular, but without limitation, clause 19) and the Executive hereby agrees forthwith on the request of the Company to ratify and confirm all such acts, things and documents signed, executed or done in pursuance of this power.

21.4		There are no collective agreements which affect the terms and conditions of the employment of the Executive hereunder.

21.5		Nothing in this Agreement is intended to confer any rights on any person not a party to this Agreement under the Contracts (Rights of Third Parties) Act 1999 and no consent of any such person shall be needed of the termination or amendment of this Agreement or any terms hereunder.

22.		NOTICES

22.1		Any notice or communication given or required under this Agreement may be served by personal delivery or by leaving the same at or by sending the same through the post addressed in the case of the Company to its registered office from time to time and in the case of the Executive to her aforesaid address or to the address provided from time to time by the Executive to the Company for the purposes of its employment records or by facsimile transmission.

22.2		Any notice sent by post shall be deemed to have been served 24 hours after the time of posting by first class mail and service thereof shall be sufficiently proved by proving that the notice was duly dispatched through the post in a pre-paid envelope addressed as aforesaid. In the case of facsimile transmission it shall be deemed to have been received when in the ordinary course of such transmission it would be received by the addressee or if transmitted after 5 p.m. or on a day that is not an ordinary business day on the next business day.

IN WITNESS whereof a duly authorized representative of the Company has executed this Agreement and the Executive has executed this Agreement as her Deed on the date of this Agreement.

Copy: William Gedale, Chairman, Compensation Committee of the Board of Directors

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					Weighted
	Number of				Average		Cash Payment
	Shares Subject		Range of		Exercise		at FMV of
	to Options		Exercise Prices		Price/ Share		$48/share

Officers:
John L. Coker		67,000	$	4.94-$21.24	$	13.44	$	2,315,250
Raymond F. Cosgrove		87,400	$	5.69-$23.19	$	15.06	$	2,878,730
Allan J. Darling		50,800	$	5.69-$23.19	$	17.63	$	1,542,663
David E. Jackson		12,000		$23.71	$	23.71	$	291,480
Capers W. McDonald		98,200	$	6.38-$23.19	$	17.29	$	3,015,334
Diana Morgan		33,580	$	5.69-$25.60	$	20.63	$	919,006
Non-employee Directors:
William J. Gedale(1)		30,500	$	5.25-$29.57	$	16.78	$	924,990
Victoria Hamilton		32,000	$	5.25-$29.57	$	15.21	$	1,044,650
Sidney R. Knafel		16,000	$	5.25-$29.57	$	21.17	$	429,236
Gordon J. Louttit		35,000	$	5.25-$29.57	$	15.50	$	1,137,615
Leonard Scherlis		21,000	$	13.25-$29.57	$	20.25	$	582,775


Exhibit No.	Description	Incorporated by Reference to

(a)(1)	Offer to Purchase, dated January 8, 2004	Exhibit (a)(1)(A) to the Schedule TO filed by Invitrogen and Purchaser on January 8, 2004
(a)(2)	Form of Letter of Transmittal	Exhibit (a)(1)(B) to the Schedule TO filed by Invitrogen and Purchaser on January 8, 2004
(a)(3)	Form of Notice of Guaranteed Delivery	Exhibit (a)(1)(C) to the Schedule TO filed by Invitrogen and Purchaser on January 8, 2004
(a)(4)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees	Exhibit (a)(1)(D) to the Schedule TO filed by Invitrogen and Purchaser on January 8, 2004
(a)(5)	Form of Letter to Clients	Exhibit (a)(1)(E) to the Schedule TO filed by Invitrogen and Purchaser on January 8, 2004
(a)(6)	Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9	Exhibit (a)(1)(F) to the Schedule TO filed by Invitrogen and Purchaser on January 8, 2004
(a)(7)	Joint press release issued by BioReliance and Invitrogen on December 24, 2003	Schedule 14D-9C filed by BioReliance on December 24, 2003
(a)(8)	Presentation materials from webcast hosted by Invitrogen and BioReliance on December 24, 2003	Exhibit (A)(5)(2) to Schedule TO-C filed by Invitrogen and Purchaser on December 24, 2003
(a)(9)	Letter to stockholders from Capers W. McDonald, dated January 8, 2004	Included as the cover page to this Solicitation/ Recommendation Statement on Schedule 14D-9 mailed to the stockholders of BioReliance
(a)(10)	Opinion of Bear, Stearns & Co. Inc., dated December 23, 2003	Included as Annex B to this Schedule 14D-9
(e)(1)	Agreement and Plan of Merger, dated as of December 24, 2003, among Invitrogen, Baseball Acquisition Corporation and BioReliance	Exhibit 2.1 to the Current Report on Form 8-K filed by BioReliance on January 5, 2004
(e)(2)	Voting and Tender Agreement, dated as of December 24, 2003, by and among Invitrogen and Sidney R. Knafel, Douglas R. Knafel 1978 Trust, Andrew G. Knafel 1978 Trust, Douglas R. and Andrew G. Knafel 1976 Trust, Douglas R. Knafel 1983 Trust, Andrew G. Knafel, Knafel Family Foundation, Estate of Susan R. Knafel and ICI Communications, Inc.	Exhibit 99.2 to the Current Report on Form 8-K filed by BioReliance on January 5, 2004
(e)(3)	Confidentiality Agreement, dated as of August 30, 2002, between Bear Stearns & Co. Inc., for itself and on behalf of BioReliance, and Invitrogen	Exhibit (d)(3) to the Schedule TO filed by Invitrogen and Purchaser on January 8, 2004
(e)(4)	Amendment to Confidentiality Agreement, dated December 9, 2003, by and between BioReliance and Invitrogen	Exhibit (d)(4) to the Schedule TO filed by Invitrogen and Purchaser on January 8, 2004


Exhibit No.	Description	Incorporated by Reference to

(e)(5)	1997 Incentive Plan, as amended	Incorporated by reference to Exhibit 10.32 filed with BioReliance’s Quarterly Report on Form 10-Q for the quarter ending June 30, 1998
(e)(6)	Employment Agreement, dated August 12, 2002, between BioReliance Corporation and John L. Coker	Incorporated by reference to Exhibit 10.2 filed with BioReliance’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2002
(e)(7)	Employment Agreement, dated August 12, 2002, between BioReliance Corporation and Allan J. Darling	Incorporated by reference to Exhibit 10.4 filed with BioReliance’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2002
(e)(8)	Employment Agreement, dated August 22, 2002, between BioReliance Corporation and Capers W. McDonald	Incorporated by reference to Exhibit 10.6 filed with BioReliance’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2002
(e)(9)	Employment Agreement, dated January 8, 2003, between BioReliance Corporation and David E. Jackson	Incorporated by reference to Exhibit 10.1 filed with BioReliance’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2003
(e)(10)	Employment Agreement, dated November 21, 2003, between BioReliance Limited and Raymond F. Cosgrove
(e)(11)	Employment Agreement, dated November 21, 2003, between BioReliance Limited and Diana Morgan



		Common Stock

		Amount and Nature
Name and Address		of Beneficial		Percent of
of Beneficial Owner(1)		Ownership(2)		Class

Sidney R. Knafel(3)			3,066,375		36.3	%
	810 Seventh Avenue, 41st Floor New York, NY 10019
Brown Capital Management, Inc.			1,605,480		19.0	%
	1201 N. Calvert Street Baltimore, MD 21202(4)
The Douglas R. Knafel 1978 Trust			459,974		5.5	%
	810 Seventh Avenue, 41st Floor New York, NY 10019
The Andrew G. Knafel 1978 Trust			459,974		5.5	%
	810 Seventh Avenue, 41st Floor New York, NY 10019
Capers W. McDonald(5)			299,231		3.5	%
William J. Gedale(6)			31,166		*
Victoria Hamilton(7)			107,605		1.3	%
Gordon J. Louttit(8)			43,832		*
Leonard Scherlis, M.D.(9)			76,445		*
John L. Coker(10)			68,107		*
Allan J. Darling, Ph.D.(11)			51,087		*
Raymond F. Cosgrove, Ph.D.(12)			89,416		1.0	%
David E. Jackson(13)			12,000		*
All directors and executive officers as a group (11 persons)(3)(9)			3,395,364		40.3	%



							Long-Term Compensation
			Annual Compensation
							Shares		All Other
			Salary		Bonus		Underlying		Compensation
Name and Principal Position		Year	($)(1)		($)(2)		Options (#)		($)(3)

Capers W. McDonald		2003		431,680		—		25,000		15,324
	President, Chief Executive Officer and Director	2002		401,923		181,149		25,000		13,750
		2001		381,253		173,750		25,000		5,250
John L. Coker		2003		241,066		78,566		15,000		7,000
	Senior Vice President, Finance and	2002		229,160		80,720		15,000		6,000
	Administration, Chief Financial Officer,	2001		207,693		89,341		7,000		5,250
	Treasurer and Secretary
Allan J. Darling, Ph.D.		2003		229,238		9,649		15,000		6,000
	Senior Vice President, U.S. Biologics Testing	2002		209,210		79,162		15,000		5,500
		2001		188,471		87,770		7,000		5,250
Raymond F. Cosgrove, Ph.D.(4)		2003		140,516		—		15,000		31,067
	Senior Vice President, Europe and	2002		110,335		44,175		15,000		27,040
	International	2001		97,837		35,129		14,000		24,341
David E. Jackson		2003		197,155		—		12,000		—
	Vice President, Manufacturing	2002		—		—		—		—
		2001		—		—		—		—
Ronald R. Baker(5)		2003		166,014		10,650		—		54,714
	Vice President, Sales and Marketing	2002		199,051		44,099		15,000		6,000
		2001		175,011		76,800		7,000		4,766


Item 3.	*Past Contacts, Transactions, Negotiations and Agreements.*


	*Certain Agreements, Arrangements and Transactions with Invitrogen in Connection with the Merger.*


Item 5.	*Persons/ Assets Retained, Employed, Compensated or Used.*


Item 6.	*Interest in Securities of the Subject Company.*


Item 7.	*Purposes of the Transaction and Plans or Proposals.*


Name	Age		Position

Capers W. McDonald		52	President, Chief Executive Officer and Director
John L. Coker		56	Senior Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary
Raymond F. Cosgrove, Ph.D.		55	Senior Vice President, European Testing and Development
Allan J. Darling, Ph.D.		42	Senior Vice President, U.S. Biologics Testing
Diana Morgan, Ph.D.		50	Vice President, Sales and Marking
David E. Jackson		54	Vice President, Manufacturing


	*Report of the Compensation Committee of the Board of Directors on Executive Compensation*



										Potential
	Individual Grants									Realizable Value
										at Assumed Annual
	Number of									Rates of Stock
	Shares		Percent of Total							Price Appreciation
	Underlying		Options Granted			Exercise				for Option Term
	Options		to Employees in			Price
Name	Granted (#)(1)		Fiscal Year			($/share)		Expiration Date		5% ($)		10% ($)

Capers W. McDonald		25,000		11.4	%		21.24		7/31/2013		333,943		846,277
John L. Coker		15,000		6.9			21.24		7/31/2013		200,366		507,766
Allan J. Darling, Ph.D.		15,000		6.9			21.24		7/31/2013		200,366		507,766
Raymond F. Cosgrove, Ph.D.		15,000		6.9			21.24		7/31/2013		200,366		507,766
David E. Jackson		12,000		5.5			21.24		7/31/2013		178,933		453,452
Ronald R. Baker(2)		10,000		4.6			21.24		N/A		0		0



					Number of Shares
					Underlying Unexercised				Value of Unexercised
					Options at Fiscal				In-the-Money Options
					Year-End (#)				At Fiscal Year-End ($)(1)
	Shares Acquired		Value
Name	On Exercise (#)		Realized ($)		Exercisable		Unexercisable		Exercisable		Unexercisable

Capers W. McDonald		0		0		35,800		62,400		1,207,944		1,788,732
John L. Coker		0		0		23,800		43,200		944,948		1,357,572
Allan J. Darling, Ph.D.		0		0		15,200		35,600		517,171		1,015,840
Raymond F. Cosgrove, Ph.D.		1,666		34,503		43,800		43,600		1,556,016		1,306,108
David E. Jackson		0		0		0		12,000		0		289,200
Ronald R. Baker		8,200		259,670		0		0		0		0


Mr. McDonald	$	431,390
Mr. Coker	$	241,500
Dr. Darling	$	230,000
Dr. Cosgrove(1)	$	163,500
Mr. Jackson	$	220,000
Mr. Baker	$	210,000


Item 1.	*Subject Company Information.*


Item 2.	*Identity and Background of Filing Person.*


Item 4.	*The Solicitation or Recommendation.*


Item 8.	*Additional Information.*




	12/31/98		12/31/99		12/31/00		12/31/01		12/31/02		11/30/03


BioReliance Corporation (BREL)		100.00		71.48		165.63		356.63		289.63		578.63
Nasdaq Stock Market (US Companies)		100.00		185.43		111.83		88.76		61.37		89.85
Nasdaq Health Services Index		100.00		80.44		110.42		119.38		102.86		157.26


			Current Principal Occupation or Employment;
Name	Age		Material Positions Held During the Past Five Years

C. Eric Winzer		47	Chief Financial Officer of Invitrogen since June 2002. Prior to that, he served as Vice President, Finance, of Invitrogen beginning in November 2000. Prior to the merger of Life Technologies into Invitrogen he served as Vice President, Finance and Chief Financial Officer, Secretary and Treasurer of Life Technologies from May 4, 1999 to September 14, 2000. Prior to that, he was the controller of Life Technologies since 1991. Mr. Winzer received his B.A. in Economics and Business Administration from Western Maryland College and an M.B.A. from Mt. St. Mary’s College.
Daryl J. Faulkner		55	Senior Vice President, Global Business Segments of Invitrogen since May 2003. Prior to that he served as Senior Vice President, International Operations of Invitrogen beginning in July 2002. Prior to that he served as General Manager and Vice President, Europe, of Invitrogen beginning in November 2000. Prior to the merger of Life Technologies into Invitrogen he served as General Manager and Vice President, Europe, of Life Technologies from August 1999 to September 2000. Prior to that Mr. Faulkner was Plant Manager, Critical Care Division for Abbot Laboratories in Salt Lake City from January 1992 to March 1998. Mr. Faulkner received a B.S. in Industrial Relations from the University of North Carolina, Chapel Hill and an M.A. in Business Management from Webster University.
John D. Thompson		55	Senior Vice President, Corporate Development of Invitrogen since October 2003. From November 2000 to October 2003, Mr. Thompson was the Vice President, Corporate Development of Invitrogen. From January 1995 to September 2000, Mr. Thompson was the Senior Vice President, Strategic and Business Development for Dexter Corporation. Mr. Thompson received his B.B.A. in Accounting from Cleveland State University.
Victor N. Nole, Jr.		46	Vice President, Biological Production of Invitrogen since August 2003. Mr. Nole served as President of Invitrogen’s Cell Culture business from November 2000 until August 2003. From July 2000 to November 2000, he was the Director, Global Materials Management for Life Technologies and Invitrogen (following the merger). From September 1992 to July 2000, Mr. Nole was the Director, Manufacturing of Life Technologies. Mr. Nole received his B.S. in Biology from the University at Buffalo and his M.B.A. from Canisius College.
Ann M. McCormick		46	Vice President, Manufacturing Operations of Invitrogen since May 1992. Prior to working at Invitrogen, Ms. McCormick worked as a Senior Scientist at Beckman Instruments, now Beckman-Coulter, from August 1987 to April 1992. Ms. McCormick received an M.S. from Indiana State University and a B.S. in Biology from Christopher Newport College.
John M. Radak		43	Vice President, Finance and Chief Accounting Officer of Invitrogen since January 2003. From August 2001 to January 2003, Mr. Radak was an independent consultant. From December 1994 to August 2001, Mr. Radak served as Vice President Finance and Corporate Controller for Sunrise Medical Inc. Mr. Radak received a B.A. in Business Administration from California State University at Fullerton and is a C.P.A.


		Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Tel 212.272.2000 www.bearstearns.com


3.2		The Company reserves the right at any time, in its absolute discretion, to terminate the Executive’s employment by giving notice to the Executive that it intends to pay the Executive in lieu of his notice period. The payment shall consist of the Executive’s basic


6.		BONUS

		The Executive may be entitled to participate in any discretionary performance bonus plan operated by the Company which terms are determined each year by the Board at its absolute discretion.

7.		CAR

7.1		The Company shall provide the Executive with a fully expensed lease motor car of a make and model commensurate, in the reasonable opinion of the Board, with his position for his business and personal use.

7.2		The Company shall bear the cost of insuring, testing, taxing, repairing, and maintaining such full expensed lease car.

7.3		The Executive shall:


7.4		If the Executive loses his driver’s license, for whatever reason, or otherwise becomes unable legally to drive, the Executive shall promptly return the Car (together with keys and associated documentation) to the Company’s registered office and the Company shall have no obligation to provide the Executive with any company car nor any car allowance (or payment in lieu of this provision) for the duration of his inability to drive legally.


11.2		The Executive hereby covenants with the Company on behalf of himself and his personal representatives at all times fully and effectively to comply with the terms of any insurance policy taken out by the Company or any Group Company on his life or in respect of his position as a director and/or officer of the Company and further undertakes (notwithstanding that this Agreement has been terminated or has come to an end) to co-operate fully with and assist the Company or any applicable Group Company in relation to any claim(s) made or to be made in connection with such insurance policy (including without limitation submitting to a medical examination).


16.3		For the avoidance of doubt, the parties acknowledge that it shall not constitute a repudiatory breach of contract on the Company’s part entitling the Executive to resign and claim constructive dismissal if either:


23.		EXTENT AND SUBSISTENCE OF AGREEMENT

		This Agreement supersedes all other agreements other than those expressly referred to in this Agreement whether written or oral between the Company and the Executive relating to the employment of the Executive. The Executive acknowledges and warrants to the Company that he is not entering into this Agreement in reliance upon any representation not expressly set out herein.

24.		GOVERNING LAW AND JURISDICTION
		This Agreement shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English Courts as regards any claim, dispute or matter arising out of or relating to this Agreement.


/s/		21 November 2003

Capers W. McDonald		Date
President and Chief Executive Officer
BioReliance Corporation

/s/		25 November 2003

SIGNED and DELIVERED by the said		Date
Raymond F. Cosgrove as his DEED in
the presence of:


7.4		If the Executive loses her driver’s license, for whatever reason, or otherwise becomes unable legally to drive, the Executive shall promptly return the Car (together with keys and associated documentation) to the Company’s registered office and the Company shall have no obligation to provide the Executive with any company car nor any car allowance (or payment in lieu of this provision) for the duration of her inability to drive legally.