Exhibit 99.3

On August 20, 2003, Invitrogen Corporation (“Invitrogen”) acquired all of the outstanding shares of common stock of Molecular Probes, Inc. (“Molecular Probes”) for cash of $303.9 million. In addition, each option to purchase one share of Molecular Probes common stock was assumed by Invitrogen and exchanged for an option to purchase a common share of Invitrogen common stock using an exchange rate of 0.0756037. The following unaudited pro forma combined financial statements reflect the acquisition using the purchase method of accounting. The pro forma adjustments are preliminary and have been prepared to illustrate the estimated effect of the acquisition. Consequently, the amounts reflected in the unaudited pro forma combined financial statements are subject to change, and the final amounts may differ substantially.

The unaudited pro forma combined balance sheet as of June 30, 2003, gives effect to the Molecular Probes acquisition as if it was completed on that date.

The unaudited pro forma combined statement of income for the six months ended June 30, 2003, illustrates the effect of the acquisition of Molecular Probes as if it had occurred on January 1, 2003, and includes the historical unaudited statements of income for Molecular Probes for the six months ended June 30, 2003, combined with Invitrogen’s unaudited pro forma combined statements of income for the six months ended June 30, 2003, which also give effect to the acquisition of certain assets and liabilities of PanVera LLC, as if it was completed on January 1, 2003.

The unaudited pro forma combined statement of income for the year ended December 31, 2002, illustrates the effect of the acquisition of Molecular Probes as if it had occurred on January 1, 2002, and includes the historical audited statement of income for Molecular Probes for the year ended September 30, 2002, combined with Invitrogen’s unaudited pro forma combined statement of income for the year ended December 31, 2002, which also gives effect to the March 28, 2003, acquisition of certain assets and liabilities of PanVera LLC, a wholly-owned subsidiary of Vertex, as if it was completed on January 1, 2002.

The pro forma combined financial statements should be read in conjunction with the separate historical and pro forma consolidated financial statements and the notes thereto of Invitrogen contained in the 2002 Annual Report on Form 10-K, the 2003 Quarterly Reports on Form 10-Q, and the Form 8-K/A filed on June 10, 2003, and the audited and unaudited financial statements of Molecular Probes, Inc., and Subsidiaries included in this filing.

The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the acquisition had occurred as of the date or during the periods presented nor is it necessarily indicative of future operating results or financial positions.

INVITROGEN CORPORATION
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 2003
(In thousands)


						Historical		Pro Forma
			Historical			Molecular		Adjustments					Pro Forma
			Invitrogen			Probes		(Note 3)					Combined
ASSETS
Current Assets:
	Cash and cash equivalents		$	541,070		$	3,167	$	(306,016	)	(g)		$	238,221
	Short-term investments			308,107			7,013		—					315,120
	Restricted cash and investments			6,883			179		—					7,062
	Accounts receivable, net			119,021			6,525		(199	)	(h)			125,347
	Inventories			98,045			5,694		28,820		(i)			132,559
	Deferred income tax assets			35,119			—		599		(n)			35,718
	Prepaid expenses and other current assets			29,162			637		—					29,799

		Total current assets		1,137,407			23,215		(276,796	)				883,826
Property and equipment, net				149,000			21,059		—					170,059
Goodwill				764,062			756		208,160		(g)			972,978
Intangible assets, net				383,289			—		113,579		(g),	(j)		496,868
Long-term investments				165,842			—		—					165,842
Other assets				60,504			673		198		(n)			61,375

Total Assets			$	2,660,104		$	45,703	$	45,141				$	2,750,948

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Line of credit		$	—		$	45	$	—				$	45
	Current portion of long-term obligations			165			400		—					565
	Accounts payable			19,341			715		—					20,056
	Accrued expenses and other current liabilities			88,818			2,610		4,415		(l)			95,843
	Income taxes payable			19,226			932		11,398		(n)			31,556

		Total current liabilities		127,550			4,702		15,813					148,065

Long-term obligations, deferred credits and reserves				18,577			11,982		500		(l)			31,059
Pension liabilities				22,648			—		—					22,648
Deferred income tax liabilities				119,382			—		44,921		(n)			164,303
2 1/4% Convertible Subordinated Notes due 2006				500,000			—		—					500,000
5 1/2% Convertible Subordinated Notes due 2007				172,500			—		—					172,500

		Total liabilities		960,657			16,684		61,234					1,038,575

Minority interest				3,987			—		—					3,987

Commitments and contingencies
Stockholders’ equity:
	Preferred stock			—			37		(37	)	(o	)		—
	Common stock			534			37		(37	)	(o	)		534
	Additional paid-in-capital			1,874,916			36		19,486		(k	)		1,894,438
	Deferred compensation			(2,790	)		—		(5,186	)	(g),	(k)		(7,976	)
	Accumulated other comprehensive income			30,919			—		—					30,919
	Retained earnings (accumulated deficit)			(110,781	)		28,909		(30,319	)	(o	)		(112,191	)
	Less cost of treasury stock			(97,338	)		—		—					(97,338	)

Total stockholders’ equity				1,695,460			29,019		(16,093	)				1,708,386

Total liabilities and stockholders’ equity			$	2,660,104		$	45,703	$	45,141				$	2,750,948

INVITROGEN CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME
SIX MONTHS ENDED JUNE 30, 2003
(In thousands, except per share data)


							PanVera			Pro Forma							Historical			Pro Forma
				Historical			Acquired			Adjustments				Pro Forma			Molecular			Adjustments				Pro Forma
				Invitrogen			Business			(Note 2)				Combined			Probes			(Note 3)				Combined
Revenues				$	373,029		$	3,945		$	(33	)	(a)	$	376,941		$	33,111		$	660		(q)	$	410,712
Cost of revenues					144,963			1,069			1,226		(b)		147,258			5,150			17,918		(i)		170,326

	Gross margin				228,066			2,876			(1,259	)			229,683			27,961			(17,258	)			240,386
Operating Expenses:
	Sales and marketing				74,868			—			1,109		(c)		75,977			4,336			164		(k)		80,477
	General and administrative				42,661			—			1,635		(c)		44,296			4,362			195		(k)		48,853
	Selling, general and administrative				—			2,744			(2,744	)	(c)		—			—			—				—
	Research and development				23,189			1,495			(24	)	(a)		24,660			5,021			408		(k)		30,089
	Purchased intangibles amortization				35,507			—			2,153		(d)		37,660			—			7,100		(j)		44,760
	Business integration and merger costs				393			—			—				393			—			—				393

		Total operating expenses			176,618			4,239			2,129				182,986			13,719			7,867				204,572

			Income (loss) from operations		51,448			(1,363	)		(3,388	)			46,697			14,242			(25,125	)			35,814

	Interest and other income and expense, net				(332	)		(8	)		(563	)	(e)		(903	)		144			(4,002	)	(m)		(4,761	)

Income (loss) before provision for income taxes and minority interest					51,116			(1,371	)		(3,951	)			45,794			14,386			(29,127	)			31,053
Income tax benefit (provision)					(16,664	)		530			1,659		(f)		(14,475	)		(5,390	)		9,735		(n)		(10,130	)
Minority interest					(609	)		—			—				(609	)		—			—				(609	)

Net income (loss)				$	33,843		$	(841	)	$	(2,292	)		$	30,710		$	8,996		$	(19,392	)		$	20,314

Earnings per share:
	Basic			$	0.68									$	0.61									$	0.41

	Diluted			$	0.67									$	0.61									$	0.40

Weighted average shares used in per share calculation:
	Basic				50,028										50,028										50,028
	Diluted				50,352										50,352						87		(p)		50,439

INVITROGEN CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31, 2002
(In thousands, except per share data)


								PanVera			Pro Forma							Historical			Pro Forma
					Historical			Acquired			Adjustments				Pro Forma			Molecular			Adjustments				Pro Forma
					Invitrogen			Business			(Note 2)				Combined			Probes			(Note 3)				Combined
Revenues					$	648,597		$	41,446		$	(161	)	(a)	$	689,882		$	54,449		$	(55	)	(q)	$	744,276
Cost of revenues						269,898			6,884			3,131		(b)		279,913			10,668			29,917		(i)		320,498

		Gross margin				378,699			34,562			(3,292	)			409,969			43,781			(29,972	)			423,778
Operating Expenses:
	Sales and marketing					124,859			—			4,137		(c)		128,996			6,010			325		(k)		135,331
	General and administrative					71,105			—			5,320		(c)		76,425			9,600			211		(k)		86,236
	Selling, general and administrative					—			9,457			(9,457	)	(c)		—			—			—				—
	Research and development					33,698			5,275			(116	)	(a)		38,857			7,103			805		(k)		46,765
	Purchased intangibles amortization					64,302			—			8,613		(d)		72,915			—			14,200		(j)		87,115
	Business integration and merger costs					16,207			—			—				16,207			—			—				16,207

			Total operating expenses			310,171			14,732			8,497				333,400			22,713			15,541				371,654

				Income (loss) from operations		68,528			19,830			(11,789	)			76,569			21,068			(45,513	)			52,124

	Interest and other income and expense, net					2,648			(849	)		(2,268	)	(e)		(469	)		(4,414	)		(6,630	)	(m)		(11,513	)

Income (loss) before provision for income taxes						71,176			18,981			(14,057	)			76,100			16,654			(52,143	)			40,611
Income tax benefit (provision)						(22,207	)		(7,341	)		5,733		(f)		(23,815	)		(6,247	)		17,391		(n)		(12,671	)
Minority interest						(1,302	)		—			—				(1,302	)		—			—				(1,302	)

Net income (loss)					$	47,667		$	11,640		$	(8,324	)		$	50,983		$	10,407		$	(34,752	)		$	26,638

Earnings per share:
	Basic				$	0.91									$	0.97									$	0.51

	Diluted				$	0.90									$	0.96									$	0.50

Weighted average shares used in per share calculation:
	Basic					52,643										52,643										52,643
	Diluted					52,963										52,963						84		(p)		53,047

INVITROGEN CORPORATION
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The unaudited pro forma combined financial statements of Invitrogen have been prepared using the purchase method of accounting. The pro forma adjustments are preliminary and based on management’s estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the acquisitions. The unaudited pro forma combined balance sheet as of June 30, 2003, gives effect to the Molecular Probes acquisition as if it was completed on that date.

The unaudited pro forma combined statement of income for the six months ended June 30, 2003, illustrates the effect of the acquisition of Molecular Probes as if it had occurred on January 1, 2003, and includes the historical unaudited statements of income for Molecular Probes for the six months ended June 30, 2003, combined with Invitrogen’s unaudited pro forma combined statements of income for the six months ended June 30, 2003, which give effect to the acquisition of certain assets and liabilities of PanVera LLC, as if it was completed on January 1, 2003.

The unaudited pro forma combined statement of income for the year ended December 31, 2002, illustrates the effect of the acquisition of Molecular Probes as if it had occurred on January 1, 2002, and includes the historical audited statement of income for Molecular Probes for the year ended September 30, 2002, combined with Invitrogen’s unaudited pro forma combined statement of income for the year ended December 31, 2002, which gives effect to the March 28, 2003, acquisition of certain assets and liabilities of PanVera LLC, a wholly-owned subsidiary of Vertex, as if it was completed on January 1, 2002.

On March 28, 2003, Invitrogen acquired from Vertex certain assets and liabilities of PanVera LLC (“PanVera”), a wholly owned subsidiary of Vertex, for $94.9 million in cash, assumed $6.3 million in debt, paid $1.3 million to acquire equipment under operating leases and paid $1.4 million in closing costs. The products and rights acquired include biochemical and cellular assay capabilities and PanVera’s commercial portfolio of proprietary reagents, probes and proteins (the “PanVera Acquired Business”). The acquisition of assets and liabilities was reflected by Invitrogen using the purchase method of accounting.

Eliminates intercompany sales of $33,000 and $161,000 for the six months ended June 30, 2003, and for the year ended December 31, 2002, respectively. Eliminates intercompany purchases of $24,000 and $116,000 for the six months ended June 30, 2003, and for the year ended December 31, 2002, respectively.

Reclassify selling, general and administrative expenses to sales and marketing expense and general and administrative expense to conform to Invitrogen’s expense classifications.

Adds to the Statement of Income the estimated first-year amortization expense of $2.2 million and $8.6 million for the six months ended June 30, 2003, and for the year ended December 31, 2002, respectively, for purchased intangible assets amortized over an eight-year weighted average life.


		For the Six			For the Year
		Months Ended			Ended
(in thousands)		June 30,			December 31,
		2003			2002
Reduce interest income for estimated lost interest income, calculated at 2.28%, from cash used to purchase the net assets, cash used to acquire the leased equipment, cash used for acquisition expenses and cash used to repay the debt acquired		$	(592	)	$	(2,369	)
Reduce interest expense for estimated saved interest at 1.8% from the repayment of debt acquired			29			101

	Net adjustment to interest and other income and expense, net	$	(563	)	$	(2,268	)

Adjusts the income tax provision to an amount equal to Invitrogen’s marginal US tax rate multiplied by the excess of the pro forma combined income before provision for income taxes and minority interest over that for historical Invitrogen, less tax credits for research and development expenditures.

On August 20, 2003, Invitrogen acquired all of the outstanding common stock of Molecular Probes, Inc. (“Molecular Probes”) for $303.9 million. Invitrogen also incurred $2.1 million in closing costs and acquired cash of $7.3 million from Molecular Probes for a total net purchase price of $298.7 million. The acquisition of Molecular Probes is accounted for by Invitrogen under the purchase method of accounting.

The pro forma adjustments are preliminary and based on management’s estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the acquisition. Additionally, a final valuation of acquired purchased technology and assessment of useful lives has not yet been completed, which may affect the final allocation of the purchase price to these assets and the related amortization expense. Consequently, the amounts reflected in the unaudited pro forma combined statements of income are subject to change, and the final amounts may differ substantially.

The purchase price of the acquisition was based on the cash paid to the shareholders of Molecular Probes upon consummation of the acquisition and the estimated direct transaction costs incurred by Invitrogen. The estimated direct costs of the acquisition to be incurred by Invitrogen include advisory fees for attorneys and accountants and filing fees. The estimates below are subject to change and the final amounts may differ substantially.

The allocation of the purchase price is preliminary and is pending completion of the independent third-party valuation of the intangible assets acquired.

Increases Molecular Probes reserve for bad debts as of June 30, 2003, by $199,000 to comply with Invitrogen’s accounts receivable reserve policies and methodologies.


		For the Six			For the Year
		Months Ended			Ended
(in thousands)		June 30,			December 31,
		2003			2002
Increase cost of revenues for the estimated sale of inventory written up to fair market value above under purchase accounting rules		$	17,739		$	29,565
Increase cost of revenues for the estimated amortization of deferred compensation on unvested stock options (see note (k))			193			382
Decrease cost of revenues for elimination of intercompany cost of revenues			(14	)		(30	)

	Net adjustment to cost of revenues	$	17,918		$	29,917

Additions to purchased intangible assets, which are preliminary and may change significantly upon completion of the valuation of the intangible assets acquired, as of June 30, 2003, are as follows.

Increases purchase intangibles amortization expense by $7.1 million and $14.2 million for the six months ended June 30, 2003, and the year ended December 31, 2002, respectively, for the acquired purchased intangibles. The amortization of the purchased intangibles, which is preliminary and may change significantly upon completion of the valuation of the intangible assets acquired, is based on a life of 8 years.

(k) ADJUSTMENTS TO ADDITIONAL PAID-IN-CAPITAL, DEFERRED COMPENSATION AND OPERATING EXPENSES

Increases deferred compensation by $5.2 million for the intrinsic value of unvested Molecular Probes stock options assumed by Invitrogen.

Increases cost of revenues and operating expenses for the estimated amortization of deferred compensation. The deferred compensation is amortized over the remaining vesting period of the assumed unvested stock options which ranges from one to three years.


				For the Six Months			For the Year Ended
(in thousands)				Ended June 30,			December 31,
				2003			2002
	Cost of revenues			$	193		$	382
	Sales and marketing				164			325
	General and administrative				195			211
	Research and development				477			942

			Total deferred compensation amortization	$	1,029		$	1,860

	Amortization of deferred compensation related to research and development costs			$	477		$	942
	Elimination of intercompany purchases				(69	)		(137	)

		Net adjustment to research and development expenses		$	408		$	805

(l) ADJUSTMENTS TO ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND LONG-TERM OBLIGATIONS

Adjustments to accrued expenses and other current liabilities at June 30, 2003, are as follows:

Increases long-term obligations for the long-term portion of the non-compete agreement of $0.5 million.


		For the Six			For the Year
		Months Ended			Ended
(in thousands)		June 30,			December 31,
		2003			2002
Increase interest expense for estimated interest expense, calculated at 2.130%, which is the effective tax rate of interest on convertible senior debt issued to finance the acquisition		$	(3,259	)	$	(6,518	)
Reclassify net foreign currency gains from net gains (losses) on foreign currency exchange to revenues to conform to Invitrogen’s foreign currency translation methodologies			(743	)		(112	)

	Net adjustment to interest and other income and expense, net	$	(4,002	)	$	(6,630	)

Establishes a deferred income tax liability of $44.9 million for acquired intangibles, which is amortized in conjunction with the amortization of intangibles. Establishes a short-term deferred tax liability of $11.4 million for the increase in Molecular Probes inventory to reflect estimated selling prices less costs to dispose and sell, which is amortized as this inventory turns. Establishes a short-term deferred tax asset of $0.6 million and a long-term deferred tax asset of $0.2 million for accrued expenses and other liabilities incurred as a result of the acquisition.

Adjusts the income tax provision on the pro forma combined pretax income to amounts equal to Invitrogen’s effective tax rates of 32.6% and 31.2% in effect for the six months ended June 30, 2003, and for the year ended December 31, 2002, respectively.

Eliminates preferred stock, common stock, additional paid-in-capital and beginning retained earnings for Molecular Probes. Includes the write-off of purchased in-process research and development costs of $1.4 million since these costs were expensed upon completion of the acquisition and are nonrecurring in nature. The costs allocated to in-process research and development is preliminary and may change significantly upon completion of the valuation of the intangible assets acquired.

Increases weighted average shares used for diluted earnings per share for dilutive common stock equivalents resulting from in-the-money stock options assumed from Molecular Probes.


(in thousands)
	Cash paid for outstanding common shares	$	303,894
	Estimated direct costs		2,122

	Total estimated cash paid		306,016
	Fair value of stock options assumed		19,522

	Estimated purchase price	$	325,538


(in thousands)
	Fair value of net tangible assets acquired	$	42,124
	Fair value of identifiable intangible assets acquired		113,579
	Long-term deferred tax liability on fair value of identifiable intangible assets acquired		(44,921	)
	Fair value of in-process research and development costs		1,410
	Deferred compensation on unvested stock options assumed		5,186
	Goodwill		208,160

		$	325,538


(in thousands)
	Purchased technology		$	107,505
	Trademarks			6,074

		Total purchased intangibles	$	113,579


(in thousands)
	Increase additional paid-in-capital for the fair value of Molecular Probes stock options assumed by Invitrogen Molecular Probes common stock options were exchanged for Invitrogen stock options at an exchange rate of 0.0756037	$	19,522
	Eliminate Molecular Probes additional paid-in-capital		(36	)

		$	19,486


(in thousands)
	Accrue for severance costs	$	3,324
	Accrue for pending legal and lawsuit settlement fees		900
	Accrue for non-compete agreement, short-term portion		292
	Eliminate Molecular Probes deferred revenue with no further obligations required to recognize the revenue		(101	)

		$	4,415


(in thousands)
	Increase Molecular Probes inventory to reflect estimated selling prices less costs to dispose and sell	$	29,565
	Decreases Molecular Probes inventories to comply with Invitrogen’s inventory costing and reserve policies and methodologies		(745	)

		$	28,820


(in thousands)
	Eliminate Molecular Probes beginning retained earnings		$	(28,909	)
	Immediate write-off of the fair market value of in-process research and development costs			(1,410	)

		Adjustment to retained earnings	$	(30,319	)