10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1O-K

(Mark One)

x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2008

or

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Act of 1934

For the transition period from              to            

Commission File Number 001-09781 (0-1052)

MILLIPORE CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	04-2170233
(State or Other Jurisdiction of Incorporation or Organization)	(I. R. S. Employer Identification No.)
290 Concord Road, Billerica, MA	01821
(Address of principal executive offices)	(Zip Code)

(978) 715-4321

(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

Title of Class	Name of Exchange on Which Registered
Common Stock, $1.00 Par Value	New York Stock Exchange, Inc.

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes    ¨ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes    x No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes    ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

x Large accelerated filer    ¨ Accelerated filer    ¨ Non-accelerated filer    ¨ Smaller reporting company

(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Act). ¨ Yes    x No

The aggregate market value of Common Stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s Common Stock on June 28, 2008, the last business day of its most recently completed second fiscal quarter, as reported on the New York Stock Exchange, was approximately $2,935,457,344. Shares of Common Stock held by each executive officer and director and by each person known to beneficially own more than 5 percent of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 17, 2008, 55,395,777 shares of the registrant’s Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Document Definitive Proxy Statement for the 2009 Annual Meeting Incorporated into Form 10-K Part III

  MILLIPORE FORM 10-K 2008 1

Table of Contents

	PAGE
PART I	3	ITEM 1	Business
	17	ITEM 1A	Risk Factors
	27	ITEM 1B	Unresolved Staff Comments
	27	ITEM 2	Properties
	27	ITEM 3	Legal Proceedings
	27	ITEM 4	Submission of Matters to a Vote of Security Holders
PART II	30	ITEM 5	Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities
	31	ITEM 6	Selected Financial Data
	32	ITEM 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	57	ITEM 7A	Quantitative and Qualitative Disclosures About Market Risk
	58	ITEM 8	Financial Statements and Supplementary Data
	102	ITEM 9	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
	102	ITEM 9A	Controls and Procedures
	102	ITEM 9B	Other Information
PART III	103	ITEM 10	Directors, Executive Officers and Corporate Governance
	103	ITEM 11	Executive Compensation
	103	ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
	104	ITEM 13	Certain Relationships and Related Transactions and Director Independence
	104	ITEM 14	Principal Accountant Fees and Services
PART IV	105	ITEM 15	Exhibits and Financial Statement Schedules
SIGNATURES	109
			In this Form 10-K, unless the context otherwise requires, the terms “Millipore”, the “Company”, “we” or “us” shall mean Millipore Corporation and its subsidiaries.

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ITEM 1.  BUSINESS
Summary Millipore is a global leader in life science. We provide innovative products and services that help our academic, biotechnology and pharmaceutical customers advance their research, development, and production. They use our products and services to increase their speed and to improve their consistency while saving costs in laboratory applications and in biopharmaceutical manufacturing. With our extensive technical expertise and applications knowledge, we have the unique ability to engage in peer-to-peer discussions with scientists to help them confront challenging scientific and human health issues.
	FOUNDED	1954
	HEADQUARTERS	BILLERICA, MA
	INDUSTRY	LIFE SCIENCE TOOLS
	EMPLOYEES	5,900
	PRODUCTS	20,000
	CUSTOMERS	300,000
	2008 REVENUE	$1.6 BILLION

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  OUR BALANCED GROWTH PROFILE

Millipore has two operating divisions. Our Bioscience Division, which contributed approximately 45% of our 2008 revenues, improves laboratory productivity and work flows by providing innovative products and technologies for life science research. Our Bioprocess Division, which contributed approximately 55% of our 2008 revenues, helps pharmaceutical and biotechnology companies develop their manufacturing processes, optimize their manufacturing productivity, and ensure the quality of drugs.

RESEARCH

In the bioscience research market, we improve laboratory productivity by providing a range of products and solutions that help scientists conduct their research more easily, efficiently, and economically. We focus primarily on highly technical areas such as the cell biology and protein research markets.

DEVELOPMENT

Our Bioscience Division focuses on the drug discovery market and provides products and services that help pharmaceutical and biotechnology companies discover, evaluate, and prioritize potential drugs before moving them into clinical development. Our Bioprocess Division helps biopharmaceutical companies develop the processes used to manufacture drugs for clinical development and the processes to manufacture the drugs at commercial scale once the drugs receive regulatory approval.

PRODUCTION

Our products and expertise help biotechnology and pharmaceutical companies efficiently manufacture therapeutics, particularly biologic drugs, such as monoclonal antibodies, recombinant proteins and vaccines. Our products and expertise ensure the purity and safety of biologic drugs by removing contaminants such as viruses and bacteria and by providing tests so companies can monitor their manufacturing processes.

Our History

Millipore Corporation was formed as a Massachusetts corporation in 1954. During much of our history, we have developed and sold products based on our proprietary filtration and other separations technologies to a variety of industries. In 2001, we made a strategic decision to focus primarily on the life science markets. Beginning in 2005, we began implementing a new strategy that sharpened our focus on the fast growing biopharmaceutical manufacturing and life science research markets. During this time, we have made acquisitions to transform Millipore into a larger and more innovative company. These acquisitions expanded and improved the products and services we offer and complemented our brand, sales force, and customer relationships.

Our Strategy

Our corporate strategy is to selectively focus on the most attractive segments of the life science research and biopharmaceutical manufacturing markets where we can establish market leadership, generate the highest levels of growth, and drive competitive differentiation. We seek to leverage our industry leadership, applications expertise, and brand in these markets to deliver deep, innovative solutions that create superior performance and value for

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our customers. Our strategy has been organized around the following objectives:

1	Strengthen our leadership position with biotechnology manufacturing customers by expanding our bioprocess product offerings
2	Establish Millipore as a strategic supplier in bioscience research markets by increasing our product breadth and expanding into new markets
3	Lead our industry in product quality and manufacturing effectiveness
4	Attract, retain and develop talented and motivated employees

Our Bioscience Division strategy is to capitalize on its global infrastructure and core capabilities in filtration, reagents and assay development to provide differentiated offerings in fast growing market segments. The division pursues targeted, market-specific strategies in laboratory water, drug discovery, and life science research.

Our Bioprocess Division strategy is to leverage its leading position and broad portfolio of products to offer its biopharmaceutical customers integrated solutions that improve their productivity. By enabling companies to move from a product-centric approach to an integrated approach, the division can uniquely help customers to increase their speed, lower their costs, minimize their risk, and increase their quality. The division’s global sales organization is focused on selling products, services, and applications expertise that provide its customers with a comprehensive approach to optimize their biopharmaceutical manufacturing process.

RECENT DEVELOPMENTS

Launched many high-value, differentiated products.

— Our Bioscience Division had a strong year of new product introductions highlighted by the launch of Milli-Q^® Integral Water Purification System; the launch of its Milliplex™ MAP (multi-analyte profiling) portfolio in Drug Discovery; and the launch of its Snap i.d.™ protein detection system in our Life Science business.

— Our Bioprocess Division continued to accelerate the market adoption of new products and launched innovative products such as Viresolve^® Pro for viral clearance; ProSep^® Ultra Plus, a new chromatography media that enables signficantly greater productivity than other products on the market; and Mobius^® Mix 500, a mixing solution for the disposable manufacturing market.

Established new co-development partnerships to target large, fast-growing market opportunities.

— Partnered with Guava Technologies to create new bench-top flow cytometry instruments and kits.

* acquired in February 2009

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	PRODUCT APPLICATIONS	CUSTOMERS
BIOSCIENCE     DIVISION	LIFE SCIENCE DRUG DISCOVERY LAB WATER	Research laboratories at academic institutions   Research departments at biotechnology and pharmaceutical companies   Life science research companies   Privately funded research laboratories   Hospitals and clinical laboratories   Clinical research organizations   Environmental, industrial, and other analytical laboratories
BIOPROCESS   DIVISION	UPSTREAM BIOPROCESSING DOWNSTREAM BIOPROCESSING PROCESS MONITORING	Biotechnology companies   Pharmaceutical companies   Contract drug manufacturers   Beverage companies

We subsequently purchased Guava Technologies on February 20, 2009.

— Partnered with Applikon Biotechnology to develop disposable bioreactor systems for biopharmaceutical applications.

Strengthened our website and e-business platform to facilitate better customer interaction and increase online sales.

Announced the second phase of our ongoing global supply chain initiative, which is focused on improving our profitability and increasing our operational excellence, by consolidating manufacturing locations, reducing customer service and distribution costs, improving our processes through lean six sigma initiatives, and reducing the number of our suppliers.

Our Customers

Almost all of our revenues are related to customers engaged in life science research or biopharmaceutical production. A small portion of our business is related to customers in the beverage, environmental, diagnostics, and other industries.

BIOSCIENCE CUSTOMERS

Our Bioscience Division serves hundreds of thousands of customers engaged in life science research. They conduct academic research, drug discovery and laboratory analysis

at universities, biotechnology firms, pharmaceutical companies and other life science research laboratories worldwide. As a result, we have a significant amount of customer diversification within the bioscience research markets.

While the overall bioscience market is very broad, we do not seek to serve all segments of the market. For example, in the life science research market we focus primarily on scientists conducting research in cell biology, protein research, and drug discovery. These customers focus on applications such as stem cells, cell signaling and nuclear function, target identification, and compound screening. Our laboratory water and some laboratory filtration products are sold into many different types of research, analytical, and clinical laboratories worldwide and serve a more general, diverse customer base.

BIOPROCESS CUSTOMERS

Our Bioprocess Division serves biotechnology, pharmaceutical companies and beverage companies that develop, manufacture, and sell products for the diagnosis, prevention, and treatment of diseases.

These Bioprocess customers are engaged in the development, scale-up, manufacturing, and testing of therapeutic, vaccine, and diagnostic products, as well as a variety of healthcare and other products. Approximately half of the division’s revenues are attributable to customers developing biopharmaceutical drugs or vaccines.

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  OUR PRODUCT REVENUES FOR 2008

Although no single customer accounts for 10 percent or more of our sales, our Bioprocess Division has significantly higher customer concentration than our Bioscience Division.

Our Business

OVERVIEW

We compete in two related markets: life science research and biopharmaceutical manufacturing.

In response to demand for healthcare improvement and disease prevention, new therapeutic products and vaccines, particularly biologics based on recombinant proteins, are being developed, approved, and produced in growing numbers.

We have worldwide operations with a strong brand, global infrastructure, proprietary technologies, highly qualified sales force, highly skilled research and development teams and highly efficient manufacturing operations. We sell thousands of products, and we are continually developing and/or acquiring new proprietary products and technologies to advance our businesses. We believe we offer a balanced product mix that offers strong growth and profitability.

Most of our products are consumables that are used, disposed, and replaced, such as reagent kits or filtration cartridges. We derive a small portion of our revenue from hardware products including small benchtop laboratory

water systems, large filtration systems, and other detection instruments.

In addition, we provide a variety of services, including drug target profiling and selectivity testing, microbial contamination testing, consulting, manufacturing process validation, and product maintenance services. Although service revenues represent a small percentage of our revenues, they have grown significantly because of strong market growth and the acquisition of service businesses.

Because of the differing applications required by each of our target markets, we believe our approach to these markets benefits from more specialized and focused attention. Accordingly, we have aligned our business to better address each of these markets. The following describes more specifically the principal markets in which we compete.

LABORATORY/LIFE SCIENCE

RESEARCH MARKETS

Industry Background

As researchers seek to understand complex biological systems and to identify and characterize new therapeutic targets, the market demand for tools that improve productivity and efficiency in the laboratory has grown.

Intensive and expensive laboratory research is required to feed the pipeline of biologics, bioengineered vaccines, and other therapeutic and diagnostic products in development.

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Research organizations have come under increasing competitive and economic pressure to screen and identify possible new drugs with more speed and accuracy. In particular, the rapid growth in the development of new therapeutics has brought a heightened focus on protein research, including protein identification and characterization. Laboratory markets have also grown with the increase in concerns about new public health threats.

Our Bioscience Division serves major fields of life science research, including cellular biology, protein research, and drug discovery, which we believe are high-growth market segments. Researchers want reduced complexity in their experimental work flows, increased confidence in their scientific outcomes, and ongoing support during their experiments. Our bioscience strategy is to create products and services that span the entire work flow, by simplifying the work flow for researchers, offering consolidated and validated solutions, and providing the necessary support along the way.

We offer products to advance life science research in a wide variety of areas from neuroscience, infectious

  OUR BIOSCIENCE STRATEGY IMPROVES
SCIENTIFIC WORK FLOWS

disease, oncology, and metabolic disorders to stem cells, cell signaling, nuclear function, and chromatin biology.

Our Bioscience Division is organized around three specific market areas within the broad bioscience research market as described below.

Laboratory Water

18% of Company Revenues

All life science research starts with the use of purified water. Water purification systems are present in nearly every laboratory. Daily demand for purified water can range from a few liters to several thousand liters. We offer a wide selection of sophisticated bench-top laboratory water systems that ensure water purity for critical laboratory analysis and clinical testing. These bench-top systems provide the flexibility to produce the water quality needed for a variety of laboratory needs and applications.

Drug Discovery

5% of Company Revenues

We provide products and services that help pharmaceutical and biotechnology companies discover, evaluate, and prioritize potential drugs. A major challenge for our customers is to find promising drug candidates faster and then ensure that they will not generate unwanted or unexpected side effects in clinical trials or when they are commercially on the market. To improve the efficiency and economy of this research, we provide tools and services to identify disease targets and better understand how to improve the efficacy of drugs on targeted patient groups. In each case, the over-riding goal is the transformation of medical practice from a “diagnose and treat” model to one of “predict and prevent.”

When researchers identify potential drugs, they must evaluate which drugs are most likely to function effectively and safely in the human body. This complex task of prioritizing possible drugs requires that the drugs be profiled both for specificity and affinity for the specific target of interest, and for potential side effects.

The majority of new biotherapeutic targets are proteins, either newly discovered or those for which their function is better understood through recent research.

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MILLIPORE BIOSCIENCE VALUE PROPOSITION
FASTER	INTEGRATED, PRE-VALIDATED KITS reduce the number of individual steps required CUSTOMIZED PRODUCTS (such as an antibody) fit the specific experiment
BETTER	BEST-IN-CLASS QUALITY PRODUCTS yield reliable and consistent results TARGETED SOLUTIONS meet researchers’ specific protocols
EASIER	MILLIPORE APPLICATION PROTOCOLS guide scientist through the experiment EASY-TO-USE KITS ADDRESS SEVERAL STEPS in a combined format SERVICES AND STAND-ALONE PRODUCTS fill any gaps in the experiment protocol WORLD-CLASS CUSTOMER SUPPORT provides technical support on key experiments

We provide bulk reagents required to perform the complex analyses involved in prioritizing drug candidates through profiling for specificity and affinity for a target class of interest.

We also offer outsourced drug discovery profiling services to ascertain activity and safety for drug candidates. As an outsourcing partner to the world’s leading biotechnology and pharmaceutical firms, we offer an efficient, comprehensive service to profile molecules before the expensive and time consuming drug development process to treat cardiovascular, oncology, neurology, metabolic, and many other disorders.

Life Science

22% of Company Revenues

Our life science business is focused on serving the cell biology and protein research markets. All life science researchers conduct experiments on biological samples, such as cells, proteins, and nucleic acids. Most experiments follow a work flow protocol that requires the use of a broad range of research products, including consumable devices, reagents, kits, antibodies, and other molecular biology tools for purifying, preparing, or screening biological samples.

We offer product and service solutions designed around the entire protocol, so researchers can work faster, better, and easier than if they did not use our products and services.

The consistency and reproducibility of experimental results requires that the samples used by researchers are pure and properly isolated. The varying physical and biochemical characteristics of biological samples make the processes of isolation extremely complex. Research, clinical, and analytical laboratories use many sample preparation steps for a variety of laboratory procedures.

Our filtration devices and specialty membranes can be designed to accommodate the parameters of a wide variety of experiments. Our customized antibodies serve as biological markers that can be used to produce consistent and repeatable results, saving time and reducing costs.

Research scientists also outsource various services such as the development and production of custom antibodies, which we provide.

Life science researchers who study the structure and function of cells and proteins require innovative and high-quality biological reagents to conduct their experiments consistently. A reagent is a substance used to detect, quantify, produce, modify or otherwise manipulate a biological target. Millipore offers a wide range of biological reagents.

Kits enhance research productivity by combining in one box all the disposables, reagents, and protocols needed to reliably and reproducibly conduct a particular experiment. We offer a wide variety of kits that improve research productivity and efficiency.

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BIOPHARMACEUTICAL MANUFACTURING MARKET

Industry Background

Our Bioprocess Division provides tools and services for the commercial production of bioengineered and pharmaceutical substances, including biologics, vaccines and other biotherapeutic products. Manufacturers of these products are under increasing competitive and economic pressure to:

maintain safety and quality

minimize process deviations

shorten production time

improve manufacturing productivity and yield

ensure security of supply

reduce costs

Manufacturing of therapeutics generally encompasses production of two broad categories of molecules, small molecule drugs and large molecule drugs. Small molecule therapeutics are primarily chemical compounds that are made through an organic or inorganic chemistry process. These are sometimes referred to as synthetic pharmaceuticals. Chemical or pharmaceutical companies manufacture these therapeutics and their active ingredients in bulk. Large molecule therapeutics are primarily protein-based biologics. These represent the fastest growing segment of the overall drug industry.

Biologics are products derived from living organisms, generated in a bioreactor or fermentor, and used in the prevention or treatment of disease. They include therapeutic products and vaccines based on recombinant proteins, such as monoclonal antibodies. About half of our Bioprocess business is related to biotechnology products.

In many instances, recombinant proteins replace or mimic naturally occurring human proteins and are produced by cells containing modified DNA. One subset of recombinant protein-based drugs, monoclonal antibodies, has been shown to be extremely effective at treating otherwise intractable diseases such as cancer. This has led to a fast growing market for monoclonal antibodies, which are difficult to produce and require a variety of complex technologies and processes to enable their development and production.

Industry sources predict that volumes of monoclonal antibodies and bioengineered vaccines will continue to grow substantially over the next five years. There are approximately 2,800 biologics in various stages of pre-clinical and clinical development, of which approximately 1,000 are monoclonal antibodies, approximately 600 are recombinant proteins, approximately 600 are bioengineered vaccines, and approximately 600 are other biologics. In addition, applications and approvals for biologics drug supplements, which address incremental indications for a previously approved biologic, are also on the rise. In contrast, growth in sales of small molecule pharmaceuticals is expected to be lower because of intense generic competition as the patents expire on the chemical compounds comprising the drugs. Synthetic pharmaceuticals, however, continue to constitute a significant percentage of all marketed therapeutic products and are manufactured in large volumes.

As the demand for marketed biologics and vaccines grows and new products and applications are approved, the market for products that facilitate and accelerate the identification, development and production of biologics and bioengineered vaccines is expanding.

Successfully bringing a biologic or a bioengineered vaccine to the market is a complex and lengthy process. It begins with extensive laboratory research and discovery; continues with years of development, clinical trials and scale-up of the manufacturing process; and culminates with establishing a manufacturing process that meets regulatory approvals and generates sufficient quantities of a safe and effective drug. Going from the initial research to full production scale cannot be achieved without increasingly effective cell culture and purification processes.

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  OUR BIOPROCESS STRATEGY IS TO ADD VALUE TO EVERY STEP IN THE MANUFACTURING PROCESS

We view the value chain of our bioprocess customers to include:

Process development and scale up

Upstream bioprocessing (the growth and expression of proteins in bioreactors)

Downstream purification and filtration (harvesting)

Compliance monitoring and testing

We believe we offer one of the industry’s broadest offerings for biopharmaceutical production. Additionally, we believe we are the only company to offer consumable products in both upstream and downstream bioprocessing. Our Bioprocess Division serves the breadth of this development and production process by targeting the three principal applications described below. The development of a customer’s process involves aspects from each of these three product categories.

Upstream Bioprocessing

5% of Company Revenues

Biologic products must be grown in living cells since they cannot be made chemically. We provide products and technologies that improve the ability of cells to efficiently produce proteins that ultimately become therapeutic drugs and vaccines.

The cells are grown in cell cultures held in large bioreactor or fermentation tanks of varying capacity. In order to achieve high protein concentrations, cells in the bioreactor require nutrients and supplements. As the cells grow and metabolize, they secrete into the cell culture medium the therapeutic protein that is then harvested, purified, and further processed.

To facilitate the manufacture of biologic drugs in mammalian cell cultures, we offer high-quality nutrients and supplements for these cultures. Our products include the leading branded fatty acid supplements, recombinant insulin, bovine serum albumin, and other growth factors that improve the ability of cells to produce proteins efficiently. We also offer unique gene expression technology which permits screening and isolation of highly productive cell lines much faster than conventional technologies. The technology enables our customers to more efficiently produce recombinant proteins in mammalian cells by generating higher protein yields. Today, some of our upstream products are derived using materials from animals. Many customers are increasingly demanding products that do not use animal-derived products. We are actively expanding our portfolio of animal-free cell culture supplements. In 2007, we formed an exclusive long-term strategic alliance with Novozymes to bring recombinant albumin and transferrin to the market. We are also working with partners, such as Applikon Biotechnology, to develop disposable bioreactors that can be used by customers during process development.

Downstream Bioprocessing

39% of Company Revenues

FILTRATION & CHROMATOGRAPHY

The production of biologics requires the extraction of proteins from the fluids in which these proteins are grown. The process also requires the removal of impurities such as bacteria, viruses, cellular debris, and other contaminants. Accordingly, manufacturing processes for biologics, particularly for monoclonal antibodies, are separation-intensive, often requiring numerous filtration and chromatography steps for separation, clarification, concentration, and sterilization.

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A complex biologic, such as a monoclonal antibody, can require as many as ten different separation processes. A typical synthetic drug may require between one and four filtration and sterilization steps.

We offer the broadest range of filtration, purification, and chromatography technologies to clarify, concentrate, purify, and remove viruses or other biological contaminants from biologics, synthetic pharmaceuticals, and beverages. Approximately half of our business is related to biologic drug production, with the remaining portion of our business primarily related to synthetic pharmaceutical manufacturing and beverage processing. We also sell membrane sheets and rolls and bulk chromatography media to original equipment manufacturers of medical devices, environmental testing equipment, or other products for use as a material or component in these products.

MIXING AND DISPOSABLE SOLUTIONS

Until recently, all biotherapeutic drugs were produced with stainless steel equipment. We sell a small amount of hardware products that range from large stainless steel process scale filtration and chromatography systems that can sell for more than a million dollars to small filter housings or valves. Our strategic focus has shifted from selling and manufacturing stainless steel products to selling and developing disposable manufacturing solutions. Although stainless steel systems are currently the prevalent processing tools, the industry has sought ways to reduce the costs and delays associated with cleaning and sterilizing such equipment in place between manufacturing runs. Contamination risks also arise if the equipment is not thoroughly decontaminated of all residual materials from prior production runs. Companies have begun to migrate to single use, disposable technologies that eliminate the need for cleaning and sterilization, thus shortening the time between processing runs. Biopharmaceutical manufacturers are also seeking flexible manufacturing components and solutions that can be configured and validated to meet customized biological manufacturing needs.

We design and manufacture sophisticated systems for use in sterile biomanufacturing environments, such as chromatography columns, process systems, mixers, and valves. We are also a leading innovator in the transition from such systems to disposable manufacturing, offering a broad range of integrated disposable manufacturing solutions. In the past several years,

we have developed and/or acquired rights to products and technologies that simplify and reduce the time and expense of some steps in the downstream and final fill processes of biotechnology and pharmaceutical manufacturing primarily by replacing stainless steel hardware with disposable solutions.

Process Monitoring

11% of Company Revenues

Regulatory agencies such as the U.S. Federal Drug Administration (FDA) require drug manufacturers to ensure the purity and sterility of products before they are released to the public. This requires sampling and testing of therapeutics throughout the manufacturing process. During nearly all phases of drug development and production, companies take multiple steps to ensure their products are produced safely and without contamination. Millipore provides a broad range of products and services that enable sampling and testing of drugs throughout the manufacturing process to ensure the safety and purity of drugs.

Companies that produce beverages (including wine, beer, and bottled juices and water) also benefit from using our process monitoring products to monitor for microbiological contamination and remove bacteria and yeast.

Our process monitoring products are designed to test for microbiological, viral or other contamination in biologics and synthetic pharmaceuticals as a quality control or assurance step in their manufacture or processing. We are also developing next-generation technologies that are faster and more sensitive so bioprocess manufacturers can identify contamination earlier in their processes. We are in the process of developing new process monitoring tools capable of significantly reducing the time-to-result from days or weeks to hours. We also offer outsourced testing for biological and viral contamination of biologics.

Competition

The markets for our products and services are intensely competitive and we compete with a variety of public and private companies. Given the breadth of our product and service offerings, our competition comes from a wide array of competitors, ranging from specialized companies with strengths in niche segments of the life science markets to

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  MILLIPORE COMPETITORS

large manufacturers offering a broad portfolio of products, tools, and services. Many of these competitors have significant financial, operational, sales, and marketing resources, and experience in research and development. In some cases, these and other competitors are also our customers, distributors, and suppliers, and in some circumstances we serve these roles for such competitors as well.

We believe that a company’s competitive position in any of our markets is determined by a varying mix of product availability and performance, quality, responsiveness, technical support, price, and breadth of product line. Our customers are diverse and we believe they place varying degrees of importance on these competitive attributes. In our judgment, we are well-positioned to compete in each of these categories.

Sales, Marketing, and Customer Support

We sell our products to end users worldwide, primarily through our own direct global sales force. Augmenting our direct sales, we also sell our products through our website and, in selected locations and markets, through independent distributors.

We market to our customers through advertising, trade shows, conferences, and other techniques. Our marketing efforts focus on application development for existing products and on new and differentiated products for newly identified and proposed customer needs. We seek to educate customers about the variety of problems that may be addressed by our products as well as to adapt our products and technologies to the problems identified by our customers. Our technical support services are important to our marketing efforts. These services include assisting in defining a customer’s needs, evaluating alternative solutions, selecting or designing a specific system to perform the desired application, training users, and assisting the customer in compliance with relevant government regulations.

Our direct sales organization is a critical competitive differentiator for us. An important component of our strategy is to leverage our direct sales organization by expanding our product portfolio available for sale and increasing our penetration of our current customer base.

Research and Development

We believe that a strong research and product development effort is important to our future growth.

Our research and development activities are intended both to improve on our extensive core technologies and to create new applications and breakthroughs that complement our business. Our core technologies include:

Separation and purification membranes

Chromatography media

Customized monoclonal antibodies

Cell culture supplements

Cell lines

Immunodetection

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  MILLIPORE RESEARCH & DEVELOPMENT SPENDING

Disposable manufacturing

Sterile sampling

Sample preparation

Some of these technologies are incorporated into devices, cartridges, and modules of different configurations that span many of our markets while others are focused on a specific or customized application.

We do most of our own research and development and do not provide material amounts of research and development services for others. We have followed a practice of supplementing our internal research and development efforts by acquiring or licensing new technologies from unaffiliated third parties, acquiring distribution rights for new technologies, and undertaking collaborative or sponsored research and development activities with unaffiliated companies and academic or research institutions when we believe it is in our interests to do so.

For example, through our alliance with Applikon Biotechnology, we are working to develop a bench-top disposable bioreactor system by coupling Millipore’s mixing and disposable technologies and expertise with Applikon’s bioreactor system controls, hardware and software. Additionally, we have greatly expanded our product development capabilities through acquisitions to include antibodies, enzymes, labeling and detection reagents, molecular biology kits, multiplexed immunoassays, cell based assays, and drug profiling services.

Quality Assurance

To compete effectively in our markets, we maintain a global quality assurance system and program designed to assure compliance with the stringent requirements of regulatory authorities, voluntary quality standards, industry trade associations, and our customers. Using our quality assurance program and an internally maintained regulatory compliance program, we conduct periodic audits of each of our facilities to ascertain the status and compliance of the quality system as implemented. The audits, in combination with performance metrics, are designed to ensure adherence to regulations and our procedures and to assess the effectiveness of our quality system as a whole. The audits are one component of the key performance indicators that we collect, review, and monitor to maintain our program of continuous improvement and compliance with our established systems and programs.

Most of our operating facilities are registered to ISO 9001:2000 quality standards. The ISO 9001:2000 series of standards is a voluntary quality standard recognized throughout the world.

Global Supply Chain—Manufacturing and Sourcing

We manufacture the majority of our products in our own manufacturing facilities, primarily at those properties described and listed under Item 2 of this Form 10-K. Our global supply chain initiative, which began in 2004, is expected to result in a new manufacturing landscape through the consolidation of current sites, the implementation of new raw material procurement practices by consolidating our current supplier base, and streamlined manufacturing processes through improvements using lean manufacturing and Six Sigma methodologies. In September 2008, we announced the second phase of our global supply chain program, which will result in closing four additional facilities and reducing our customer service and distribution costs. We expect to conclude this second phase by the end of 2010.

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Our Employees

As of December 31, 2008, Millipore employed approximately 5,900 people worldwide, of whom approximately 2,500 were employed in the United States.

Patents, Trademarks and Licenses

We have been granted and have licensed rights under a number of patents and have other patent applications pending both in the United States and abroad. While these patents and licenses in the aggregate are viewed as valuable assets, we believe that no individual patent is material to our ongoing operations. We also own a number of trademarks, the most significant being “Millipore”.

Many of our research reagent products are sold under licenses that have varying terms and conditions. We expect to continue to license new technologies from academic and government institutions, as well as biotechnology and pharmaceutical companies. We use licensed technologies to create new products, including

high-value kits and services, many of which address bottlenecks in the research or drug discovery laboratories.

Our ability to obtain licenses to allow the introduction of new products is very important to allow us to offer new, innovative, and technologically superior research products. The licenses from others typically cover patents or biological materials, such as cell lines, that we use to develop new products. Most of them are for fixed terms with options for renewal and typically impose obligations on us to market the licensed technology. No single license is material to our business.

Government and Industry Regulation

Many of our activities are subject to regulation by governmental authorities within the United States and similar bodies outside of the United States. The regulatory authorities may govern the collection, testing, manufacturing, safety, efficacy, labeling, storage, record keeping,

transportation, approval, advertising, and promotion of our products, as well as the training of our employees. However, some of these products are subject to import and export regulations specific to the country of import. Certain of our products are considered “medical devices” under the Food, Drug and Cosmetic Act. Accordingly, these products are subject to the law’s general control provisions that include requirements for registration, listing of devices, quality regulations, labeling, and prohibitions against misbranding and adulteration. These products subject us to regulatory inspection and scrutiny. We believe that we are in substantial compliance with all relevant laws and regulations.

Environmental Matters

We are subject to numerous federal, state, and foreign laws and regulations that impose strict requirements for the control and abatement of air, water, and soil pollutants and the manufacturing, storage, handling, and disposal of hazardous substances and waste. We believe we are in substantial compliance with all applicable environmental requirements. We continue to invest in maintaining facilities that enable our compliance with these environmental

laws. These environmental related expenditures have not had a material effect on our financial results. Because regulatory standards under environmental laws and regulations have become increasingly stringent, there can be no assurance that future developments will not cause us to incur material environmental liabilities or costs. See the applicable risk factor under Item 1A of this Form 10-K.

Raw Materials

Our products are made from a wide variety of raw materials that are generally available from alternate sources of supply. For certain critical raw materials, we have qualified only a single source. We periodically purchase quantities of some of these critical raw materials in excess of current requirements in anticipation of future manufacturing needs. With sufficient lead times, we believe we would be able to validate alternate suppliers for each of these raw materials. As described in the applicable risk factor

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under Item 1A of this Form 10-K, several of these critical raw materials are used in a significant portion of our products, and if we were unable to obtain supply of any one of them, our loss of revenues would be material.

Seasonality

In general, we do not believe our business is inherently seasonal.

Backlog

We do not have a material amount of firm commitments that serve as backlog orders.

Geographic and Segment Information

We are a multinational company with approximately 67 percent of our 2008 sales outside the United States and approximately 50 percent of our long-lived assets outside the United States at December 31, 2008. Geographic and segment information, including the identification of operating segments and their aggregation, is discussed in Note 18 to our Consolidated Financial Statements.

Other Information

Millipore’s corporate headquarters are at 290 Concord Road, Billerica, Massachusetts, and our telephone number at that location is 1-978-715-4321.

The U.S. Securities and Exchange Commission (the “SEC”) maintains an internet website at http://www.sec.gov that contains our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements, and all amendments thereto. All reports that we file with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. Information about the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330.

Millipore’s internet website address is www.millipore.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements, and all amendments thereto, are available free of charge on our website as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. In addition, our corporate governance guidelines, the charters of each of the committees of our Board of Directors, our code of ethics (consisting of our Corporate Compliance Policy, our Employee Code of Conduct and our Rules of Conduct) and our Director Code of Conduct are available on our website and are available in print to any Millipore shareholder upon request in writing to “General Counsel, Millipore Corporation, 290 Concord Road, Billerica, MA 01821”.

The certifications of Millipore’s Chief Executive Officer and Chief Financial Officer, as required by the rules adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, are filed as exhibits to this Form 10-K. Millipore’s Chief Executive Officer, Martin D. Madaus, provided an annual certification to the New York Stock Exchange dated May 28, 2008, that he was not aware of any violations by the Company of the New York Stock Exchange corporate governance listing standards.

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ITEM 1A.  RISK FACTORS.

Lack of early success with our pharmaceutical and biotechnology customers can shut us out of future business with those customers.

Many of the products we sell to the pharmaceutical and biotechnology customers are incorporated into our customers’ drug manufacturing processes. In some cases, once a customer chooses a particular product for use in a drug manufacturing process, it is unlikely that the customer will later switch to a competing alternative. In many cases, the regulatory license for the product will specify the separation and cell culture supplement products qualified for use in the process. Obtaining the regulatory approvals needed for a change in the manufacturing process is time consuming, expensive and uncertain. Accordingly, if we fail to convince a pharmaceutical or biotechnology customer to choose our products early in its manufacturing design phase, we may lose permanently the opportunity to participate in the customer’s production of such product. Because we face vigorous competition in this market from companies with substantial financial and technical resources, we run the risk that our competitors will win significant early business with a customer making it difficult for us to recover that opportunity.

The suspension or termination of production of a customer’s therapeutic product may result in the abrupt suspension or termination of their purchases of our products, resulting in an unexpected reduction in our revenue.

Success in our Bioprocess Division substantially depends on the incorporation of our products into a customer’s manufacturing process. If this “design in” is achieved, we will likely have the opportunity to sell consumable products to the customer during the life cycle of the customer’s product, which could continue for many years. Our planning and growth projections are built in part on the volume assumptions deriving from these customer successes. If a customer stops production of its product, either temporarily or permanently, our sales to the customer for

the applicable product will drop or stop. A customer may suspend or terminate production of a product, either voluntarily or involuntarily, and related sales and distribution for many reasons. These may include adverse regulatory, competitive, legal or economic circumstances. We have had in the past, and expect to have in the future, situations in which a customer suspends its purchases of our products. A suspension or permanent cessation of a process in which we would otherwise anticipate selling a significant volume of consumables will reduce our revenues and negatively impact our earnings.

Disruptions in the supply of raw materials and distributed products from our single source suppliers could result in a significant disruption in sales and profitability.

Our products are made from a wide variety of raw materials that are generally available from alternate sources of supply. However, certain critical raw materials and supplies required for the production of some of our principal products are available only from a single supplier, as are some products that we distribute. Such raw materials and distributed products cannot be obtained from other sources without significant delay or at all. If such suppliers were to limit or terminate production or otherwise fail to supply these materials for any reason, such failures could have a material adverse impact on our product sales and our business.

If our efforts to integrate acquired or licensed businesses or technologies into our business are not successful, our business could be harmed.

As part of our business strategy, we have grown our business through acquisitions of technologies or of companies that offer products, services and technologies that we believe complement our products, technologies and services. We expect to continue to grow our business through additional acquisitions if appropriate opportunities arise.

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Managing these recent acquisitions and any future acquisitions will entail numerous operational, legal and financial risks, including:

difficulties in assimilating new technologies, operations, sites and personnel;

Inability to achieve anticipated revenue and cost synergies and other financial objectives;

diversion of resources and management attention from our existing businesses and technologies;

inability to maintain uniform quality standards, controls, and procedures;

inability to retain key employees of any acquired businesses or hire enough qualified personnel to staff any new or expanded operations;

impairment or loss of relationships with key customers and suppliers of acquired businesses;

issuance of dilutive equity securities;

incurrence or assumption of debt;

exposure to unknown or unanticipated liabilities;

additional expenses associated with future amortization or impairment of acquired intangible assets; and

exposure to federal, state, local and foreign tax liabilities in connection with any acquisition or the integration of any acquired businesses.

Our level of indebtedness may harm our business and prevent our achievement of anticipated growth.

As of December 31, 2008, our total long term debt was $1,128.9 million. Our level of indebtedness could have important consequences because:

a substantial portion of our cash flows from operations will be dedicated to interest and principal payments and may not be available for operations, working capital, capital expenditures, expansion, acquisitions or general corporate or other purposes;

it may impair our ability to obtain additional or replacement financing in the future;

it may limit our flexibility in planning for, or reacting to, changes in our business and industry; and

it may make us more vulnerable to downturns in our business, our industry or the economy in general.

In response to the ongoing distress in the global economy, we increased our cash balance in the United States to mitigate unanticipated liquidity issues with our banking partners. Although we intend to maintain the balance at a similar level for the foreseeable future, there can be no assurance that such levels will be adequate if general economic circumstances deteriorate further.

Our operations may not generate sufficient cash to enable us to service our debt. If we fail to make a payment on any of our debt obligations or comply with financial covenants in our debt agreements, we could be in default on such debts, and this default could cause us to be in default on our other outstanding indebtedness. In each case of default, we may be required to repay all of our outstanding indebtedness or renegotiate the terms of our indebtedness on unfavorable terms.

If we fail to maintain adequate quality standards for our products and services, our business may be adversely affected and our reputation harmed.

Our customers are subject to rigorous quality standards in order to maintain their products and the manufacturing processes and testing methods that generate them. A failure to sustain the specified quality requirements, including the processing and testing functions performed by our products, could result in the loss of the applicable regulatory license. Delays or quality lapses in our customer’s production line could result in substantial economic losses to them and to us. For example, large production lots of biotherapeutics are very delicate and expensive and a failure of a separation membrane could result in the contamination of the entire lot, requiring its destruction. We also perform services that may be considered an extension of our customers’ manufacturing and quality assurance processes, which also require the maintenance of prescribed levels of quality. Although we believe that our continued focus on quality throughout the Company

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adequately addresses these risks, there can be no assurance that we will not experience occasional or systemic quality lapses in our manufacturing and service operations. If we experience significant or prolonged quality problems, our business and reputation may be harmed, which may result in the loss of customers, our inability to participate in future customer product opportunities, and reduced revenues and earnings.

Reduction in our customers’ research and development budgets and government funding may result in reduced sales.

Our customers include researchers at pharmaceutical and biotechnology companies, academic institutions and government and private laboratories throughout the world. Their research and development budgets and activities have a large effect on the demand for our products and services. Fluctuations in our customers’ research and development budgets occur due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending priorities and institutional budgetary policies. Our bioscience business could be adversely impacted by any significant decrease in life sciences research and development expenditures by pharmaceutical and biotechnology companies, academic institutions or government and private laboratories. In addition, short term changes in administrative, regulatory or purchasing-related procedures can create uncertainties or other impediments which can contribute to lower sales.

A portion of our bioscience sales have been to researchers, universities, government laboratories and private foundations whose funding may be dependent in part upon grants from government agencies such as the U.S. National Institute of Health (“NIH”) and similar domestic and international agencies. NIH funds are subject to reallocation, reduction or discontinuation, which could impact research projects using our products. Government funding of research and development is subject to the political process, which is inherently fluid and unpredictable. Our revenues may be adversely affected if our customers delay purchases as a result of uncertainties

surrounding the approval of government or industrial budget proposals. If researchers were not able to obtain, for any extended period, government funding necessary to purchase our products or if there is a decrease in overall research funding, it could reduce our bioscience sales and damage our business.

We may be unable to establish and to maintain collaborative development and marketing relationships with business partners, which could result in a decline in revenues or slower than anticipated growth rates.

As a part of our business strategy, we have formed, and intend to continue to form, strategic alliances, license agreements and marketing and distribution arrangements with corporate partners relating to the development, commercialization, marketing and distribution of certain of our existing and potential products to increase our revenues and to leverage our product and service offerings. Our success will depend, in part, on our ability to maintain these relationships and to cultivate additional corporate alliances with such companies.

We cannot ensure that our historical collaborative relationships will be commercially successful or yield the desired results, that we will be able to negotiate additional collaborative relationships, that such additional collaborative relationships will be available to us on acceptable terms, or that any such relationships, if established, will be commercially successful. In addition, we cannot ensure that parties with which we have established, or will establish, collaborative relationships will not, either directly or in collaboration with others, pursue alternative technologies or develop alternative products in addition to, or instead of, our products. Such parties may also be acquired by our competitors to terminate our relationship. They may also experience financial or other difficulties that lessen their value to us and to our customers. Our results of operations and opportunities for growth may be adversely affected by our failure to establish and maintain successful collaborative relationships.

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Demand for our bioprocess products and services are subject to the commercial success of our customers’ products and our customers’ purchasing patterns, which may vary for reasons outside our control.

Even if we are successful in securing participation for our products in a customer’s manufacturing process, sales of many of our bioprocess products and services remain dependent on the timing and volume of the customer’s production or purchasing patterns, over which we have no control. The customer’s demand for our products will depend on the regulatory approval and commercial success of the supported product, as well as the customer’s manufacturing schedules and related purchasing power. The regulatory process is complex, lengthy and expensive and can often take years to complete, if at all. Commercial success of a customer’s product, which would drive demand in production and commensurate demand for our products and services, is dependent on many factors, some of which can change rapidly, despite early positive indications. Any delay or cancellation by a customer of volume manufacturing may harm our revenues and earnings.

Technology innovations in the markets that we serve may create alternatives to our products and result in reduced sales.

Our customers constantly attempt to reduce their manufacturing costs and to improve product quality. Technology innovations to which our current and potential customers

would have access could reduce or eliminate their need for our membrane or chromatography products. For example, if a new membrane or chromatography technology of one of our competitors is accepted by the pharmaceutical or biotechnology industry as a market standard, sales of our membrane or chromatography products would be negatively impacted. In addition, a disruptive technology that reduces or eliminates the use of our core technologies would negatively impact the sale of our products. As an example, animal–free serum products are generally

favored over bovine serum. We may be unable to respond on a timely basis to the changing needs of our customer base and the new technologies we design for our customers may prove to be ineffective. Our failure to develop and to introduce or to enhance products able to compete with such new technologies in a timely manner could have a material adverse effect on our business, results of operations, and financial condition. We may be unable to respond on a timely basis to the changing needs of our customer base and the new technologies we design for our customers may prove to be ineffective.

We may be unable to realize our growth strategy if we cannot identify suitable acquisition opportunities in the future.

As part of our business strategy, we expect to continue to grow our business through acquisitions of technologies or companies. We may not identify or complete complementary acquisitions in a timely manner, on a cost-effective basis, or at all. In addition, we compete with other companies, including large, well funded competitors, to acquire suitable targets, and may not be able to acquire certain targets that we seek. There can be no assurance that we will be able to execute this component of our growth strategy, which may harm our business and hinder our future growth.

To achieve desired growth rates as we become larger, we may seek larger or public companies as potential acquisition candidates. The acquisition of a public company may involve additional risks, including the potential for lack of recourse against public shareholders for undisclosed material liabilities of the acquired business. In addition, if we were to proceed with one or more significant future acquisitions in which the consideration consisted of cash, a substantial portion of our available cash resources could be used.

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Our continued growth is dependent on our development and successful commercialization of new products.

Our future success will depend in part on timely development and introduction of new products that address changing market requirements. We believe that successful new product introductions provide a significant competitive advantage because customers make an investment of time in selecting and learning to use a new product. Customers are reluctant to switch to a competing product after making their initial selection. To the extent that we fail to introduce new and innovative products, we may lose market share to our competitors, which will be difficult or impossible to regain. An inability, for technological or other reasons, to successfully develop and introduce new products could reduce our growth rate or otherwise damage our business. In the past, we have experienced, and are likely to experience in the future, delays in the development and introduction of products. We cannot assure that we will keep pace with the rapid rate of change in life sciences research, or that our new products will adequately meet the requirements of the marketplace or achieve market acceptance.

If we fail to attract, hire, develop and retain qualified personnel, we may not be able to design, manufacture, market or sell our products or successfully grow our business.

Competition for individuals with skills including sales, marketing, research, product development, engineering and others is strong and we may not be able to secure the personnel we need. The loss of the services of any key personnel, or our inability to hire new personnel with the requisite skills, could restrict our ability to develop new products and services or enhance existing products and services in a timely manner, sell products to our customers, or manage our business effectively. As part of our global supply chain initiative to improve customer service and to amplify our product expertise, we have begun to concentrate our facilities in fewer geographical areas in which there is high demand for qualified staff.

If our consolidated manufacturing operations were disrupted, we may be unable to supply products to our customers and achieve expected revenues.

We continue the process of executing a coordinated reorganization of our supply chain and manufacturing operations. In an effort to better serve our customers and to attain efficiencies of scale and expertise, we are consolidating the majority of our production facilities into fewer sites. Each of these remaining facilities serves as our primary production facility for specific product lines. This concentration of production, however, exposes us to a greater risk of disruption to our ability to manufacture and supply our products. If operation at any of these facilities were disrupted, we may not be able to deliver products to our customers and achieve expected revenues or earnings. If we were unable to reestablish production in a timely manner, we may lose customers and have difficulty regaining them. It is uncertain whether the safety measures and contingency plans that we have implemented or may implement will successfully address the risks that may arise if production is disrupted. Also, there can be no assurance that the insurance that we maintain to protect against business interruption loss will be adequate or that such insurance will continue to remain available on acceptable terms, if at all. The extent of the coverage of our insurance could limit our ability to mitigate for lost sales and could result in such losses materially and adversely affecting our operating results.

Sales of several of our products are dependent on a small number of customers, the loss of which may harm our business and result in a reduction in revenues and earnings.

No single customer represents more than 10 percent of our annual sales. However, sales of some of our products are dependent on a limited number of customers, who account for a significant portion of such sales. Some of these products are in areas in which we plan to grow substantially. The loss of such key customers for such products, or a significant reduction in sales to those cus-

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tomers, could significantly reduce our revenues in these products and adversely affect our future growth in such markets.

We may become involved in disputes regarding our patents and other intellectual property rights, which could result in prohibition on the use of certain technology in current or planned products, exposure of the business to significant liability and diversion of management’s focus.

We and our major competitors spend substantial time and resources developing and patenting new and improved products and technologies. Many of our products are based on complex, rapidly developing technologies. Although we try to identify all relevant third party patents and intellectual property rights, these products could be developed by the business without knowledge of published or unpublished patent applications that cover or use some aspect of these technologies. We also license products and technologies developed by other biotechnology companies or academic research laboratories for further resale. We have been and may in the future be sued by third parties alleging that we are infringing their intellectual property rights. These lawsuits are expensive, take significant time and divert management’s focus from other business concerns. If we are found to be infringing the intellectual property of others, we could be required to stop the infringing activity, or we may be required to design around or license the intellectual property in question. If we are unable to obtain a required license on acceptable terms, or are unable to design around any third party patent, we may be unable to sell some of our products and services, which could result in reduced revenue. In addition, if we do not prevail, a court may find damages or award other remedies in favor of the opposing party in any of these suits, which may adversely affect our earnings.

Concern about the transmission of “mad-cow disease” could reduce the demand for our cell culture products that are derived from bovine serum.

The demand for several of our cell culture products could be adversely affected by concerns about the use of bovine material in the process by which they are manufactured. The concern arises from the risk that the agent causing bovine spongiform encephalopathy, or “mad-cow disease,” might be present in the raw materials used in the production process and that the agent might be introduced into a therapeutic substance manufactured by one of our customers. The regulatory authorities of certain countries, including Japan, have refused to approve pharmaceuticals that are manufactured using a product that was derived from bovine serum or that was manufactured by a process that uses bovine material. The regulatory authorities of other countries could adopt similar restrictions.

Our operations must comply with environmental statutes and regulations, and any failure to comply could result in extensive costs which would harm our business.

The manufacture of some of our products involves the use, transportation, storage and disposal of hazardous, radioactive or toxic materials and is subject to various environmental protection and occupational health and safety laws and regulations in the countries in which we operate. This has exposed us in the past, and could expose us in the future, to risks of accidental contamination and events of non-compliance with environmental laws. Any such occurrences could result in regulatory enforcement or personal injury and property damage claims or could lead to a shutdown of some of our operations, which could have an adverse effect on our business and results of operations. We currently incur costs to comply with environmental laws and regulations and these costs may become more significant.

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The environmental laws of many jurisdictions impose actual and potential obligations on us to remediate contaminated sites. These obligations may relate to sites:

that we currently own or operate;

that we formerly owned or operated; or

where waste from our operations was disposed.

These environmental remediation obligations could reduce our operating results. In particular, our accruals for these obligations may be insufficient if the assumptions underlying the accruals prove incorrect or if we are held responsible for additional, currently undiscovered contamination.

A substantial fine or penalty, the payment of significant environmental remediation costs or the loss of a permit or other authorization to operate or engage in our ordinary course of business could result in material, unanticipated expenses and the possible inability to satisfy customer demand.

Our sales may be negatively affected by the implementation of second source programs by our customers.

For many customers, we are the single source supplier for one or more critical components used in their production lines. We are aware of customers that have begun to implement second sourcing programs to reduce the potential risk of disruptions to their production due to a supply bottleneck. These can include diversifying purchases of one component among vendors or spreading the sources of components of a process, such as purification, among different suppliers. If, as a result of these second sourcing programs, existing customers were to choose another company to supply components that we currently supply, or if we lose future business opportunities for which we would otherwise be qualified, our future revenues may be harmed.

Our use of third party manufacturers exposes us to increased risks that may affect our ability to supply our customers.

As part of our efforts to consolidate our manufacturing operations, we have increased the outsourcing of certain

manufacturing operations. For example, in 2006 we migrated most of our standard bioprocess systems production to a company in India in which we have a minority equity interest. In addition, we often source products resulting from collaborative development relationships from such development partners. Our increased dependence on third party contract manufacturers exposes us to increased risks associated with delivery schedules, manufacturing capability, quality control, quality assurance and costs. If any of our third party manufacturers experiences delays, disruptions, capacity constraints or quality control problems in its manufacturing operations or becomes insolvent, then product shipments to our customers could be delayed, which would decrease our revenues and harm our competitive position and reputation.

Because we compete directly with one of our significant distributors, our results of operations could be adversely affected if such party discontinues or materially changes the terms of the agreement.

One of our competitors also serves as a significant distributor. If this distributor discontinued selling our products or materially changed the terms, our sales and earnings could be adversely affected in the short term.

Violation of government regulations or voluntary quality programs could result in loss of sales and customers and additional expense to attain compliance.

Several of our facilities are subject to extensive regulation by the FDA and similar governmental bodies in other countries. These facilities are subject to periodic inspection by the FDA and other similar governmental bodies to ensure their compliance with applicable laws and regulations. New facilities, products and operating procedures also may require approval by the FDA and/or similar governmental bodies in other countries. Failure to comply with these laws and regulations could lead to sanctions by the governmental bodies, such as written observations of deficiencies made following inspections, warning letters, product recalls, fines, product seizures

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and consent decrees, which would be made available to the public. Such actions and publicity could affect our ability to sell products and to provide our services.

Several of our operations are also subject to U.S. Department of Agriculture regulations and various foreign regulations for the sourcing, manufacturing and distribution of animal based proteins. Our failure to comply with these requirements could negatively impact our business and potentially cause the loss of customers and sales. ISO 9001:2000 quality standards are an internationally recognized set of voluntary quality standards that require compliance with a variety of quality requirements somewhat similar to the requirements of the FDA’s Quality System Regulations, which were formerly known as Good Manufacturing Practices or GMP. Some of our facilities are registered under the ISO standards. Failure to comply with this voluntary standard can lead to observations of non-compliance or even suspension of ISO certification by the certifying unit. Loss of ISO certification could cause some customers to purchase products from other suppliers.

If we experience a significant disruption in our information technology systems or if we fail to implement new systems and software successfully, our business could be adversely affected.

We rely on one centralized information system throughout our company to keep financial records, process orders, manage inventory, process shipments to customers and operate other critical functions. If we were to experience a prolonged system disruption in the information technology systems that involve our interactions with customers and suppliers, it could result in the loss of sales and customers, which could adversely affect our business.

We are subject to economic, governmental, political, legal and other risks associated with our significant international sales and operations, which could adversely affect our business.

We conduct operations throughout the world through a variety of subsidiaries and distributors. Sales outside the

United States were approximately 67 percent and 63 percent of total sales in 2008 and 2007, respectively. A significant portion of our 2008 revenues, approximately 43 percent and 18 percent, respectively, is generated in Europe and Asia. We anticipate that revenue from international operations will continue to represent a significant portion of our revenues. In addition, two of our primary manufacturing facilities, Molsheim, France and Cork, Ireland, and many of our employees and suppliers, are located outside the United States. Our sales and earnings could be adversely affected from our international operations, including:

changes in the political or economic conditions in a country or region, particularly in developing or emerging markets;

trade protection measures or our failure to comply with applicable import or export licensing requirements;

our failure or the failure of our commercial partners to comply with U.S. laws applicable to foreign operations or with applicable local laws;

differing tax laws and changes in those laws;

difficulty in staffing and managing widespread operations; and

differing regulatory requirements and changes in those requirements.

Foreign exchange fluctuations may adversely affect our reported earnings, the value of our assets and the cash outflow for our debt repayment.

We prepare our consolidated financial statements in U.S. dollars, but a significant portion of our earnings and expenditures are in other currencies. In 2008, we derived about 67 percent of our revenues from customers outside the United States. Our sales made in countries other than the United States are typically made in the local currencies of those countries. As a result, fluctuations in exchange rates have caused and will continue to cause foreign currency gains and losses. Fluctuations in exchange rates between the U.S. dollar and other currencies may also affect the book value of our assets outside the United States. We have a significant amount of our

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debt denominated in Euro. There can be no assurance that cash generated from our European operations will be sufficient to repay such debt, in which case we may need to repay from profits denominated in U.S. dollars. In such an event, a significant appreciation of the Euro with respect to the U.S. dollar could expose us to additional foreign currency risk. Due to the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates, we cannot predict the effects of exchange rate fluctuations on future operating results. We seek to minimize our currency exposure by coordinating our worldwide supply sourcing, actively managing cross-border currency flows, and engaging in foreign exchange hedging transactions. Despite these steps, there can be no assurance that our foreign currency management strategy will adequately protect our operating results from the effects of future exchange rate fluctuations.

Our revenues may fluctuate, and this fluctuation could cause financial results to be below expectations.

Fluctuations in our operating results from period to period may occur for a number of reasons. In planning our operating expenses for the foreseeable future, we assume that revenues will continue to grow. Generally operating expenses cannot be adjusted quickly in the short term because we have significant fixed costs. If our revenues decline or do not grow as anticipated, we may not be able to reduce our operating expenses accordingly. Failure to achieve anticipated levels of revenue could therefore significantly harm our operating results for a particular period.

A revenue shortfall could arise from any number of factors, some of which we cannot control. For example, factors that may cause our results to vary by period include:

the volume and timing of orders from customers for our products and services;

the level and timing of our customers’ research and commercialization efforts;

changes in the mix of our products and services;

the number, timing and significance of new products and services introduced by our customers;

our ability to develop, market and introduce new and enhanced products and services on a timely basis;

changes in the cost, quality and availability of materials and components required to manufacture or use our products;

the timing and costs of any acquisitions of businesses or technologies;

the introduction of new products by us or our competitors;

exchange rate fluctuations; and

general economic conditions.

Increased exposure to product liability claims could adversely affect our earnings.

Product liability is a major risk in testing and marketing biotechnology and pharmaceutical products offered by our customers. Currently these risks are primarily borne by our customers. As our products and services are further integrated into our customers’ production processes, we may become increasingly exposed to product liability and other claims in the event that the use of our products or services is alleged to have resulted in adverse effects. There can be no assurance that a future product liability claim or series of claims brought against us would not have an adverse effect on our business or the results of operations. Our business may be materially and adversely affected by a successful product liability claim or claims in excess of any insurance coverage that we may have. In addition, product liability claims, regardless of their merits, could be costly and divert management’s attention, and adversely affect our reputation and the demand for our products.

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PART I

The stated value of long-lived and intangible assets, including goodwill, may become impaired and result in an impairment charge.

As of December 31, 2008, we had approximately $1,951.6 million of long-lived and intangible assets, including goodwill. We continue to invest in the construction and upgrading of our manufacturing and research facilities, which may have the effect of increasing the recorded value of our long-lived assets. If we are successful in acquiring additional complementary businesses and technologies, a substantial portion of the value of these may be recorded as goodwill, an intangible asset. The carrying amounts of long-lived and intangible assets may be affected whenever events or changes in circumstances indicate that the carrying amount of any asset may not be recoverable. Such events or changes might include a significant decline in market share, a significant decline in profits, rapid changes in technology, failure to achieve the benefits of capacity increases and utilization, significant litigation arising out of an acquisition or other matters. Adverse events or changes in circumstances may affect the estimated undiscounted future operating cash flows expected to be derived from long-lived and intangible assets. If at any time we determine that an impairment has occurred, we will be required to recognize an impairment charge, resulting in a reduction in earnings in the quarter such impairment is identified and a corresponding reduction in our net asset value. The potential recognition of impairment in the carrying value, if any, could have a material and adverse effect on our results of operations.

We may require substantial additional capital to pursue strategic acquisitions or alliances, which capital we may not be able to obtain on commercially reasonable terms, if at all.

We anticipate that our currently planned capital requirements will be satisfied by the future operating cash flow, current cash balances, borrowings under our revolver, or

other existing financing sources. To the extent that we desire to pursue a strategic acquisition or alliance requiring substantial cash expenditures for which our existing resources and credit facilities are insufficient, we may need to raise funds through public or private debt or equity financings. There is no assurance that such additional funds will be available or, if available, that we can obtain such funds on terms acceptable to us.

If adequate funds are not available, we may have to forgo desired acquisitions or alliances, or reduce expenditures for research and development, production or marketing, which could have an adverse effect on our business. To the extent that additional capital is raised through the sale of equity or convertible securities, the issuance of such securities could result in dilution to our shareholders.

Future issuances of common stock may depress the trading price of our common stock and our convertible notes.

Any issuance of equity securities, including the issuance of shares upon conversion of our convertible notes, could dilute the interests of our existing stockholders, including holders who have received shares upon conversion of their notes, and could substantially decrease the trading price of our common stock and our convertible notes. We may issue equity securities in the future for a number of reasons, including to finance our operations and business strategy (including in connection with acquisitions, strategic collaborations or other transactions), to adjust our ratio of debt to equity, to satisfy our obligations upon the exercise of outstanding warrants or options or for other reasons.

26   MILLIPORE FORM 10-K 2008

PART I

ITEM 1B.  UNRESOLVED STAFF COMMENTS.

Not applicable

ITEM 2.  PROPERTIES.

Our headquarters are located in leased facilities in Billerica, Massachusetts. We own or lease various other facilities worldwide for manufacturing, distribution, warehousing, research and development, sales and demonstration, service, and administration. The following is a list of our principal and other materially important facilities. We use substantially all of the space in these facilities and we believe these facilities are maintained in good working order and suitable for their present uses.

Location	Facility Use	Owned or Leased	Approximate Floor Space Sq. Ft. (000s)
Bedford, MA	Manufacturing, research, warehouse and office	Owned	341
Molsheim, France	Manufacturing, research, warehouse and office	Owned	321
Jaffrey, NH	Manufacturing, warehouse and office	Owned	255
Cork, Ireland	Manufacturing, warehouse and office	Both	208
Burlington, MA	Distribution	Leased	130
Billerica, MA	Research and office	Both	127
Temecula, CA	Manufacturing, research, warehouse and office	Owned	111
Danvers, MA	Manufacturing, research and office	Owned	108
Billerica, MA	Office (headquarters)	Leased	143
Kankakee, IL	Manufacturing, research, warehouse	Both	83
St. Charles, MO	Manufacturing, research, warehouse and office	Owned	81
Livingston, Scotland	Manufacturing, research, warehouse and office	Both	60
Consett, England	Manufacturing, research, warehouse and office	Leased	36

None of our owned facilities are subject to any material encumbrances, except for a finance lease on a portion of the Molsheim, France property.

ITEM 3.  LEGAL PROCEEDINGS.

We are not currently a party to any material legal proceeding.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

This item is not applicable.

  MILLIPORE FORM 10-K 2008 27

PART I

SUPPLEMENTARY ITEM.  EXECUTIVE OFFICERS OF THE REGISTRANT (PURSUANT TO INSTRUCTION 3 TO ITEM 401(b) OF REGULATION S-K).

The following is a list, as of February 9, 2009, of the executive officers of Millipore Corporation.

			First Elected or Appointed
Name	Age	Office	An Executive Officer	To Present Office
Martin D. Madaus	49	Chairman of the Board, President and Chief Executive Officer	2005	2005
Bruce J. Bonnevier	50	Vice President, Global Human Resources	2006	2006
Jonathan DiVincenzo	43	Vice President, President of Bioscience Division	2009	2009
Dennis W. Harris	52	Vice President and Chief Scientific Officer	2006	2006
Geoffrey F. Ide	55	Vice President, Millipore International	2006	2006
Peter C. Kershaw	55	Vice President, Global Operations	2004	2008
Jean-Paul Mangeolle	47	Vice President, President of Bioprocess Division	2005	2005
Jeffrey Rudin	57	Vice President, General Counsel and Secretary	1996	1996
Charles F. Wagner, Jr.	40	Vice President and Chief Financial Officer	2003	2007

Dr. Madaus joined Millipore Corporation as our President and Chief Executive Officer, and as a Director, on January 1, 2005, and was appointed Chairman of the Board effective March 1, 2005. From 2000 until December 2004, Dr. Madaus served as President and Chief Executive Officer of Roche Diagnostics Corporation, heading the North American diagnostics business of Hoffmann-La Roche, a leading pharmaceutical and diagnostics company. Prior to that, Dr. Madaus held various management positions from 1989 to 1999 with Hoffmann-La Roche and with Boehringer Mannheim (prior to its 1998 acquisition by Hoffmann-La Roche). Dr. Madaus also serves as a board member of each of the New England Healthcare Initiative, the Massachusetts High Technology Council, Predictive Biosciences, Inc., a privately held company in Lexington, MA and the YMCA of Greater Boston.

Mr. Bonnevier joined Millipore Corporation as Vice President of Global Human Resources in January 2006. From 2004 to 2005, Mr. Bonnevier served as Vice President of Human Resources for Hillenbrand Industries, Inc., a company that owned and operated businesses that provide products and services for the health care and funeral services industries. From 2000 to 2004, he was Vice

President of Human Resources for Shipley Company, now the Electronic Materials Division of the Rohm and Haas Company, a leading producer of specialty materials used in a wide variety of applications, including electronic materials, paints and personal care products. From 1989 through 2000, Mr. Bonnevier held various senior management roles at Rohm and Haas, including Director of International Human Resources and Business Human Resources Manager.

Mr. DiVincenzo was elected Vice President of Millipore Corporation in January 2009 and serves as President of our Bioscience Division. From July 2006 through December 2008, he served as Vice President, Worldwide Sales and Service for our Bioscience Division, and from January 2005 through June 2006, as the Bioscience Division’s Vice President of Marketing and R&D. From January 2001 through January 2005, Mr. DiVincenzo served as the Vice President of Marketing and R&D for our Lab Water Division, which combined with other businesses to become our Bioscience Division. Prior to such roles, Mr. DiVincenzo held a wide variety of positions since joining us in 1994, including several senior marketing and product management positions within our Lab Water business.

28   MILLIPORE FORM 10-K 2008

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Dr. Harris joined Millipore Corporation as our Chief Scientific Officer following our acquisition of Serologicals in July 2006. From 2004 to 2006, Dr. Harris served as Vice President, Global Research & Development and business development and Chief Scientific Officer at Serologicals. From 2002 to 2003, Dr. Harris served as Executive Vice President, Research & Development for Vitra Biosciences, Inc., a developer of cell-based drug screening array systems for drug discovery. From 2001 to 2003, Dr. Harris held senior Research & Development and business positions at ACLARA Biosciences, Inc., a developer of novel technologies in the areas of microfluidics and gene and protein analysis. For approximately twenty years prior to joining ACLARA, Dr. Harris held positions of increasing responsibility at Amersham Pharmacia Biotech, Inc. and its affiliates, most recently as Vice President of Research and Development for North America and global genomics Research and Development from 1997 to 2001. Amersham (acquired by General Electric Corporation in 2004) is a manufacturer of pharmaceutical products for the diagnosis and treatment of disease and of technologies for biotechnology research and drug discovery.

Mr. Ide joined Millipore Corporation in 2005 as Vice President, Millipore International, with responsibility for market development opportunities in Japan, Asia, India, South America, Eastern Europe, the Middle East and Africa. In August 2006 Mr. Ide became a member of the Corporate Executive Committee. Prior to joining Millipore, Mr. Ide was employed by Bausch & Lomb Incorporated, a world leader in the development, manufacture and marketing of eye health products, from 1988 to 2005. He served Bausch & Lomb in positions of increasing responsibility, most recently as corporate Vice President and President of Japan Operations from 1999 to 2005.

Mr. Kershaw was elected Vice President, Worldwide Manufacturing Operations, of Millipore Corporation effective February 2004 and, in August 2005, was appointed head of our newly created Global Supply Chain organization, a combination of the Company’s worldwide manufacturing, distribution and customer service functions. In December 2008, he was appointed head of our newly

created Global Operations organization, a combination of the Company’s global supply chain and corporate quality functions. Prior to joining Millipore, Mr. Kershaw served Hologic, Inc., a manufacturer of medical imaging systems, as Corporate Vice President, Manufacturing Operations (2003-2004) and Vice President and General Manager, LORAD Division (2001-2003). Prior to that, Mr. Kershaw served as President (1998-2001) and Vice President and General Manager (1996-1998) of the Medical Device Division of Bespak plc, a manufacturer of plastic injection molded components and finished medical devices.

Mr. Mangeolle was elected Vice President of Millipore Corporation in October 2005 and is President of the Bioprocess Division. From 2002 to 2005, he served as Vice President of the Division’s Worldwide Field Operations. From 2001 to 2002, Mr. Mangeolle was Vice President of Operations of Mykrolis Corporation, a spin-off of Millipore’s former Microelectronics Division. Prior to 2001, Mr. Mangeolle held a number of senior management positions in Millipore’s Microelectronics and Laboratory Water Divisions, as well as Millipore’s Asian Operations. Mr. Mangeolle joined Millipore SA, our wholly-owned subsidiary in France, as a sales applications specialist in 1984.

Mr. Rudin was elected Vice President and General Counsel of Millipore Corporation in December 1996 and as Clerk (that office is now known as Secretary) of Millipore in 1999. Prior to joining Millipore, Mr. Rudin served Ciba Corning Diagnostics Corp. as Senior Vice President and General Counsel (1993-1996) and as Vice President and General Counsel (1988-1993).

Mr. Wagner was elected Vice President and Chief Financial Officer of Millipore Corporation effective in August 2007. Mr. Wagner joined Millipore Corporation in December 2002 as Director of Strategic Planning and Business Development and was elected Vice President, Strategic Planning and Business Development (now Strategy and Corporate Development), in March 2003, serving in this role until his election as Chief Financial Officer. Prior to joining Millipore, Mr. Wagner served as a Manager (2001-2002) and Consultant (1998-2001) at Bain & Company.

  MILLIPORE FORM 10-K 2008 29

PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Millipore’s Common Stock, $1.00 par value, is listed on the New York Stock Exchange and is traded under the symbol “MIL.” The following table sets forth, for the indicated fiscal periods, (i) the high and low sales prices of Millipore’s Common Stock (as reported on the New York Stock Exchange Composite Tape). On February 13, 2009,

there were approximately 40,866 registered and beneficial shareholders of record.

We did not declare any cash dividends during 2008 or 2007. We do not currently have plans to make future cash dividend declarations or payments.

	Range of Stock Prices
	2008				2007
	High		Low		High		Low
First Quarter	$	72.99	$	64.62	$	75.27	$	65.81
Second Quarter	$	74.19	$	64.77	$	77.47	$	71.96
Third Quarter	$	76.11	$	66.41	$	80.39	$	69.07
Fourth Quarter	$	68.80	$	44.61	$	82.43	$	72.49

30   MILLIPORE FORM 10-K 2008

PART II

ITEM 6.  SELECTED FINANCIAL DATA.

The following selected consolidated financial data are derived from our Consolidated Financial Statements and notes thereto and should be read in connection with and

are qualified in their entirety by our Consolidated Financial Statements and notes thereto and other financial information included elsewhere in this Form 10-K report.

Five Year Summary of Operations

(In thousands, except per share data)	2008			2007			2006(2)			2005			2004
Statement of Operations Data:
Net sales	$	1,602,138		$	1,531,555		$	1,255,371		$	991,031		$	883,263
Cost of sales		749,307			721,092			625,608			472,023			412,129
Gross profit		852,831			810,463			629,763			519,008			471,134
Selling, general and administrative expenses		516,729			486,737			398,842			309,029			270,796
Research and development expenses		102,605			106,999			86,617			66,052			62,485
In-process research and development expenses		–			–			–			3,149	(4)		–
Operating profit		233,497			216,727			144,304			140,778			137,853
Interest income		948			1,453			21,415			3,466			2,073
Interest expense		(56,425	)		(65,757	)		(45,336	)		(6,711	)		(9,447	)
Income before income taxes and minority interest		178,020			152,423			120,383			137,533			130,479
Provision for income taxes		28,657			12,424	(1)		21,462			57,365	(5)		24,923
Minority interest, net of tax		3,562			3,527			1,937			–			–
Net income	$	145,801		$	136,472		$	96,984		$	80,168		$	105,556
Earnings per share:
Basic earnings per share	$	2.64		$	2.52		$	1.82		$	1.57		$	2.13
Diluted earnings per share	$	2.62		$	2.48		$	1.79		$	1.55		$	2.10
Weighted average shares outstanding:
Basic		55,128			54,263			53,160			50,953			49,469
Diluted		55,711			55,028			54,245			51,659			50,201
Balance Sheet Data (at end of year):
Working capital	$	505,080		$	407,848		$	307,525		$	824,502		$	377,846
Total assets	$	2,751,650		$	2,777,257		$	2,771,491		$	1,646,665		$	1,013,819
Long-term debt	$	1,128,901		$	1,260,043		$	1,316,256	(3)	$	552,285		$	147,000
Total shareholders’ equity	$	1,277,675		$	1,136,568		$	948,411		$	791,563		$	638,850

(1) In 2007, we recorded $11,900 of previously unrecognized tax benefits in our statement of operations as a result of the completion of tax examinations and statute of limitations closures.

(2) Our 2006 statement of operations and balance sheet data included the effect of our acquisition of Serologicals. The results of Serologicals’ operations have been included in our consolidated statement of operations since July 14, 2006, the date of the acquisition.

(3) In 2006, we issued $565,000 of 3.75 percent convertible notes and €250,000, or $330,033, of 5.875 percent senior notes to fund the acquisition of Serologicals.

(4) In the 2005 third quarter, we expensed purchased in-process research and development related to the acquisition of NovAseptic A.B. because these costs had no alternative future uses and the related projects had not reached technological feasibility at the acquisition date.

(5) Provision for income taxes for 2005 included $30,634 of tax obligations related to the repatriation of foreign earnings under the provisions of the American Jobs Creation Act of 2004 and $3,177 related to the release of tax valuation allowance.

  MILLIPORE FORM 10-K 2008 31

PART II

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis (“MD&A”) will help you understand the financial condition and results of Millipore Corporation’s operations. The MD&A is a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to the consolidated financial statements.

Business Overview

Millipore is a global leader in life science. We provide innovative products, services and solutions that help our academic, biotechnology and pharmaceutical customers advance their research, development and production. They use our products and services to increase their speed and to improve their consistency, while reducing costs in laboratory applications and in biopharmaceutical manufacturing. Our extensive technical expertise and applications knowledge give us the unique ability to help address research and manufacturing problems. We engage in peer-to-peer discussions with scientists to confront challenging human health issues.

We have two operating divisions. Our Bioscience Division provides innovative products and technologies that improve laboratory productivity and work flows for life science research. Our Bioscience Division contributed approximately 45% of our 2008 revenues. Our Bioprocess Division helps pharmaceutical and biotechnology companies develop their manufacturing processes, optimize their manufacturing productivity and ensure the quality of their drugs. It contributed approximately 55% of our 2008 revenues.

We provide a wide range of products and services to a variety of customers around the world. We do not rely on any single business, market or economy, and the breadth of our products and services allows us to target growth on a number of dimensions.

The balance between the products and services sold through our Bioprocess and Bioscience divisions and our

  REVENUES BY DIVISION

global market reach allowed us to mitigate some of the sales weakness we experienced in our Bioprocess Division during 2008. While Bioprocess revenues declined in 2008, the decline was somewhat offset by the growth of our Bioscience Division. We also benefited from faster revenue growth in Europe and Asia/Pacific where we have a greater diversification of end markets and customers.

BUSINESS DRIVERS

The primary business driver of our Bioscience Division is the research activities of pharmaceutical and biotechnology companies, academic institutions, governments and other organizations. Demand for our products increases with the amount of research being conducted worldwide. Key market trends affecting the business include the global expansion of laboratories, particularly in Asia, the move from genomic-based research to protein research and cell biology, and higher demand for workflow-based solutions to improve laboratory productivity. For example, pressure on pharmaceutical and biotechnology companies to identify new drug candidates has increased demand for our work flow productivity products. Pre-validated, optimized products, especially those combined in kits, increase efficiency and save

32   MILLIPORE FORM 10-K 2008

PART II

  KEY MARKET DRIVERS

researchers time. We have expanded the number of new products we offer and have incorporated our lab filtration, reagents and other products into critical laboratory protocols.

We believe customers will pay a premium for our innovative products, technical expertise and streamlined services.

Other business drivers of the Bioscience Division include:

New products and customer work flow solutions. For example, work flow solutions that include devices, consumable products, and technical service and expertise.

An ability to collaborate with customers electronically through the Internet and other electronic commerce channels, particularly relating to our life science business.

Access to life science thought leaders and an ability to license, commercialize and acquire technologies.

The business drivers of our Bioprocess Division include the demand for, and the corresponding production of, commercial therapeutics such as biologic drugs. Over the past decade, approvals for new biologics and new indications for existing biologics are increasing, particularly for monoclonal antibodies, cell-culture based vaccines and other recombinant protein-based therapeutics. As pharmaceutical companies shift more of their drug pipeline from chemically-based drugs to biologic drugs, our business will grow if a greater number of these molecules

are commercially approved and if we win production process steps for these molecules.

Monoclonal antibodies are among the fastest growing biologic drugs. They are separation-intensive, complex to produce and require significant use of our Bioprocess products. Demand is increasing because of their ability to treat diseases for which there have been few therapies. The growth in biologics is also creating increased demand for our consumable products used in their production. We provide a number of technologies for use in small-scale drug production. They can be reliably scaled up to commercial manufacturing volumes as demand grows.

Our expertise in purifying monoclonal antibodies positions us strategically to gain customer access and increase our applications knowledge. These intimate customer relationships help us identify new technologies and customer needs. They also help our customers optimize their productivity. Therefore, we typically see our revenues increase from early stage clinical development to late stage clinical development and ultimately upon approval of a specific drug. This is particularly true during the later stages of the process, like clinical trials and commercial production.

Other business drivers of the Bioprocess division include:

Commercialization of innovative products that increase production speed and productivity, and that reduce risk. For example, new biologic drug manufacturing platforms that employ disposable manufacturing solutions.

Changes in the number of manufacturing campaigns or inventory levels at our large biopharmaceutical manufacturing customers.

Biopharmaceutical manufacturing capacity expansion, particularly in growth markets in Asia.

Increasing customer manufacturing quality standards resulting in the need for more sophisticated process monitoring and quality control.

Market shifts in the demand for our products. For example, shifts toward generic and biosimilar drugs as patents on existing drugs expire and toward animal-free manufacturing supplements.

Our customers’ focus on process optimization to drive efficiency and drug safety.

  MILLIPORE FORM 10-K 2008 33

PART II

OUR STRATEGY

Our corporate strategy is to selectively focus on the most attractive segments of the life science research and biopharmaceutical manufacturing markets where we can establish market leadership, generate the highest levels of growth, and drive competitive differentiation. Our strategy has been organized around the following objectives:

1	Strengthen our leadership position with biotechnology manufacturing customers by expanding our bioprocess product offerings
2	Establish Millipore as a strategic supplier in bioscience research markets by increasing our product breadth and expanding into new markets
3	Lead our industry in product quality and manufacturing effectiveness
4	Attract, retain and develop talented and motivated employees

The strategy of our Bioscience Division is to capitalize on our global infrastructure and core capabilities in filtration, reagents and assay development to provide differentiated offerings in fast-growing market segments. The division pursues targeted, market-specific strategies in laboratory water, drug discovery and life science research.

The strategy of our Bioprocess Division is to leverage our leading market position and broad product portfolio to offer integrated productivity improvement solutions to biopharmaceutical companies. We help them increase their speed, lower their costs, minimize their risk and increase their quality. We believe the division is uniquely capable in these areas. The division’s global sales organization focuses on selling our applications expertise, as well as products and services that enable our customers to move from product-centric manufacturing processes to an optimized and integrated work flow approach.

2008 HIGHLIGHTS

Consolidated revenues of $1,602.1 million for 2008 increased $70.5 million, or 5 percent, compared to 2007. The 2008 revenue increase included a 4 percent favorable

effect from changes in foreign currency translation rates. Adjusting for this item, our consolidated revenues for 2008 grew 1 percent. Changes in product pricing had an insignificant effect on the year-over-year comparison. We made no business acquisitions in 2008.

In 2008, higher Bioscience revenues resulted primarily from sales growth of our laboratory water products and services. This increase was offset by softness in Bioprocess revenues from some of our large biotechnology customers and weakening global economic conditions. After experiencing a significant decline in the first half of the year, our Bioprocess business stabilized in the second half of 2008 as some of our large key accounts increased their purchases. However, full year Bioprocess revenues declined, primarily due to the softness experienced in North America in the first half of 2008.

Operating profit increased to $233.5 million in 2008 from $216.7 million in 2007. Higher revenues and a more profitable business and product mix were the primary drivers. Additionally, productivity improvements resulting from our global supply chain initiatives, the alignment of our costs to account for weaker than expected revenue growth, and the favorable effect of foreign currency translation contributed to the increase in our operating margin. Our operating profit margin slightly increased to 14.6 percent in 2008 from 14.2 percent in 2007.

Diluted earnings per share (“EPS”) of $2.62 in 2008 increased $0.14 compared to 2007. Higher operating profit and lower interest expense both contributed to higher EPS.

We generated $269.6 million of operating cash flows in 2008, a 21 percent increase over 2007. We repaid $85.1 million of our overall debt during the year. We will continue to focus on improving our operating cash flow, which we expect to use to further reduce our debt and make business acquisitions.

We announced the first phase of our global supply chain initiative in 2004. We will complete this phase in 2009. On September 10, 2008, we announced the second phase of the program, which we expect will enable us to further optimize the performance of our global supply

34   MILLIPORE FORM 10-K 2008

PART II

chain and improve operational efficiency by reducing our cost structure. We undertook this initiative in part to respond to market conditions causing revenue declines in our Bioprocess Division. More importantly, however, it is part of our long-term strategy to further improve the efficiency of our global supply chain.

Results of Operations

REVENUES

The performance of our broader business portfolio, the underlying growth of our business in Europe and Asia/Pacific, and the execution of our strategy resulted in revenue growth in 2008. By shifting the geographic composition of our revenues, we have been able to maintain revenue growth in spite of declines in some of our key North American markets.

Bioprocess Division

2008 versus 2007

Bioprocess revenues of $880.8 million in 2008 increased only $2.3 million from 2007. This increase included a favorable foreign currency translation effect of 4 percent. Adjusting for this item, Bioprocess revenues declined 4 percent in 2008. This decline was primarily attributable to lower sales of certain upstream and downstream bioprocessing products used in biopharmaceutical manufacturing, which was partially offset by increased sales of our process

monitoring tools products. Lower sales of our upstream and downstream bioprocessing products were caused by lower spending by some of our largest biotechnology customers and weakening global economic conditions. We experienced significantly lower sales to these customers, because of their reduced rate of monoclonal antibody production and the reduction of their inventory levels since the third quarter of 2007. Our process monitoring tools, which are used to test for biopharmaceutical contaminants, performed well in 2008. These products are sold to a diverse customer base, some of which have not been adversely affected by the sales softness we are experiencing with our large biotechnology customers. In particular, we experienced increased demand for our Novaseptum^® products, a product line we acquired in our 2005 acquisition of Novaseptic.

Bioprocess revenues were also adversely affected by fewer approvals of new biologic drugs in recent quarters. New biologic drug approvals are a significant driver of our Bioprocess revenue growth. Despite the recent lower demand, we believe the overall biotechnology industry remains healthy. This is evidenced by the growth in a number of commercially marketed biologic drugs and vaccines and continued investments in new biologic facilities and biotechnology companies. After experiencing a significant decline in the first half of the year, our Bioprocess Division stabilized in the second half of 2008 as some of our large key accounts increased their purchases. Sales of our disposable systems and components continued to experience strong growth year over year.

  CONTRIBUTORS TO REVENUE GROWTH BY DIVISION AND CONSOLIDATED

  MILLIPORE FORM 10-K 2008 35

PART II

  REVENUES BY GEOGRAPHY

From a geographic perspective, revenues for 2008 in the Americas, Europe and Asia/Pacific were $345.6 million, $412.7 million, and $122.5 million, respectively. Excluding the favorable foreign currency translation effect, revenues in the Americas, Europe and Asia/Pacific decreased 10 percent, increased 1 percent, and increased 3 percent, respectively, in 2008 over 2007. The decrease in the Americas was primarily attributable to the lower sales to a handful of our largest biotechnology customers in the first half of 2008. The increase in Europe was primarily driven by sales of our process monitoring tools products, which was somewhat offset by a decline in sales of both upstream and downstream bioprocessing products in the 2008 second half. The increase in Asia/Pacific was primarily driven by strong sales of downstream bioprocessing products in Japan and China in the year and higher purchases from a large customer for a new manufacturing plant in Asia.

2007 versus 2006

Bioprocess revenues of $878.5 million for 2007 increased $128.7 million, or 17 percent, compared to 2006. This increase included a favorable effect of foreign currency translation of 5 percent and a favorable effect of business

acquisitions of 7 percent. Adjusting for these items, Bioprocess revenues for 2007 grew 5 percent. Our year-over-year revenue growth rate was adversely affected by reductions in purchases of our chromatography media and cell culture supplements products from a limited number of our key U.S. customers in the 2007 second half. Revenue growth in 2007 was primarily attributable to higher sales of our products used in downstream bioprocessing, particularly our filtration and systems hardware and components products. Sales of our systems hardware and components products grew in 2007 because of our customers’ drug manufacturing campaigns occurring in Europe and Asia. Sales of our disposable systems and components products grew because more customers migrated to single-use, disposable technologies that eliminate the need for cleaning stainless steel and glass equipment. Biopharmaceutical manufacturers also seek flexible manufacturing components and solutions because they enable reduced time between manufacturing runs and because they can be configured and validated to meet customized biological manufacturing needs. Sales of our process monitoring tools, which are used to test for biopharmaceutical contaminants, increased because of the overall health of the biopharmaceutical markets in Europe and Asia.

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PART II

  CONTRIBUTORS TO REVENUE GROWTH BY GEOGRAPHY

From a geographic perspective, revenues for 2007 in the Americas, Europe and Asia/Pacific were $383.9 million, $384.5 million, and $110.1 million, respectively. Excluding the favorable effects of foreign currency translation and acquired businesses, revenues in the Americas, Europe and Asia/ Pacific decreased 6 percent, increased 11 percent, and increased 29 percent, respectively, in 2007 over 2006. The Americas decrease was primarily attributable to the sales decline of our chromatography media and cell culture supplements products. The European and Asia/ Pacific increases were primarily attributable to higher sales of our downstream processing systems hardware products. Our core process filtration products also had strong growth in Europe and Asia/Pacific regions, particularly in China and India, which was the result of our direct investment in sales and marketing and infrastructure for these markets.

Bioscience Division

2008 versus 2007

Bioscience revenues of $721.3 million for 2008 increased $68.2 million, or 10 percent, compared to 2007. This increase included a favorable foreign currency translation effect of 4 percent. Adjusting for this item, Bioscience revenues grew 6 percent, which was primarily driven by continued strong demand for our laboratory water products and services. Bioscience revenue growth was reduced by 1 percent due to the elimination of a small product line. Successful new product introductions, execution of our

sales and marketing initiatives, and continued expansion of our new e-commerce business platform all contributed to the revenue growth. The successful launch of new products in the past two years such as the Milli-Q^® Integral and Milli-Q^® Advantage by our laboratory water business unit and strong growth in consumables and services contributed to the strong performance. Our drug discovery business unit also grew driven by higher sales of biomarker and immunoassay products as a result of new product introductions. Sales of our life science business unit’s biotools products also contributed to the revenue growth resulting from higher sales of analytical sample preparation, cell biology and molecular biology products. This is a reflection of a healthy level of life science research activities in the protein research and cell biology markets.

From a geographic perspective, revenues for 2008 in the Americas, Europe, and Asia/Pacific were $273.5 million, $270.6 million, and $177.2 million, respectively. Excluding the favorable effects of foreign currency translation, revenues in the Americas, Europe, and Asia/Pacific increased 3 percent, 9 percent, and 9 percent, respectively, in 2008 over 2007. The increases in the Americas were primarily attributable to the strength of our laboratory water and our drug discovery products, which was offset by a slight decline in life science products. The increases in Europe were primarily the result of strong sales of our laboratory water products and services while life science and drug discovery products also contributed to the

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growth in this geography. The increases in Asia/Pacific were primarily the result of strong sales of our laboratory water products and services, particularly in Japan and China, and life science products in Japan. The growth in our life science products in both Europe and Asia/Pacific is partly attributable to the revenue synergies from our Serologicals acquisition by bringing together devices and content.

2007 versus 2006

Bioscience revenues of $653.1 million for 2007 increased $147.5 million, or 29 percent, compared to 2006. This increase included a 5 percent favorable effect of foreign currency translation and a 16 percent favorable effect of business acquisitions. Adjusting for these items, Bioscience revenue for 2007 grew 8 percent. This year-over-year increase was primarily driven by the overall strength of the life sciences research market and increased levels of life sciences research and development in both universities and pharmaceutical and biotechnology companies, particularly in international markets. Revenue growth in 2007 was primarily attributable to strong demand for our laboratory water products and higher sales of our life sciences products, such as analytical sample preparation and molecular biology products. Our successful implementation of initiatives designed to align sales and product management goals, to prioritize key customer relationships, and to execute targeted sales and marketing campaigns has positioned us well with our research customers. Our drug discovery business also grew in the 2007 second half, particularly in sales of multiplex immunoassays, because of strong market demand for such products.

From a geographic perspective, revenues for 2007 in the Americas, Europe and Asia/Pacific were $263.8 million, $238.5 million and $150.8 million, respectively. Excluding the favorable effects of foreign currency translation and the acquired businesses, revenues in the Americas, Europe, and Asia/Pacific increased 6 percent, 5 percent, and 16 percent, respectively, in 2007 over 2006. The increases in the Americas and Europe were primarily attributable to higher sales of laboratory water and drug discovery products. The majority of the remaining revenue increase occurred in international growth markets,

particularly India and China. This reflected the increased levels of life science research and the return on our continued investment in sales and marketing infrastructure in growing Asia/Pacific markets.

GROSS PROFIT MARGIN

2008 versus 2007

Gross profit increased $42.3 million, or 5 percent, in 2008 compared to 2007. The primary drivers of the increase were higher revenues, improved business and product mix, and productivity improvements. Bioscience revenues, which have higher gross profit margins, represented a larger percentage of our revenues, while sales of large Bioprocess systems, chromatography media and insulin products with lower gross profit margins represented less of our sales mix. Additionally, the absence of Serologicals business acquisition inventory fair value adjustments and acquisition integration costs in 2008 contributed to the increase. Somewhat offsetting increased gross profit margin was the adverse effect of a stronger Euro. When translated into U.S. dollars, our Irish and French manufacturing operations represented a higher proportion of our total manufacturing costs in 2008. Gross profit margin for 2008 remained relatively flat at 53% compared to the prior year.

In September 2008, we announced the second phase of our global supply chain initiative, which is part of our long term strategy to further improve the efficiency of our global

  GROSS PROFIT MARGIN

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supply chain. We incurred charges associated with our global supply chain initiative (primarily employee separation costs, facility closure costs, and accelerated depreciation) of $16.5 million and $11.3 million in 2008 and 2007, respectively. We expect to incur approximately $15 million of additional costs related to this initiative in 2009.

Significant costs affecting our gross profit margin are shown below.

PROGRAM AND ACQUISITION RELATED EXPENSES, 2008 versus 2007

$ in millions

	2008	2007	Increase/ (Decrease)
Manufacturing consolidation1	$16.5	$11.3	$5.2
Fair value adjustments for acquired inventory	—	11.1	(11.1	)
Acquisition integration	—	2.7	(2.7	)
Acquisition amortization	9.4	9.5	(0.1	)
Total	$25.9	$34.6	$(8.7	)

¹Primarily employee separation costs, facility closure costs and accelerated depreciation.

2007 versus 2006

Gross profit increased $180.7 million, or 29 percent, in 2007 over 2006. Increased sales volume, an improved business mix due to a higher proportion of Bioscience revenues in 2007, and productivity improvements and lower spending as a result of our supply chain initiatives contributed to the increase. In addition, we had lower expense related to business acquisition inventory fair value adjustments and lower integration costs related to the Serologicals acquisition in 2007, compared to 2006. Increased sales volume was primarily due to the inclusion of Serologicals in our operating results for the full year in 2007, compared to 24 weeks in 2006. This had a favorable impact on our business mix. Significant costs affecting our gross profit margin are shown below.

PROGRAM AND ACQUISITION RELATED EXPENSES,

2007 versus 2006

$ in millions

	2007	2006	Increase/ (Decrease)
Manufacturing consolidation2	$11.3	$23.2	$(11.9	)
Fair value adjustments for acquired inventory	11.1	24.9	(13.8	)
Acquisition integration	2.7	4.5	(1.8	)
Acquisition amortization	9.5	4.6	4.9
Total	$34.6	$57.2	$(22.6	)

²Primarily employee separation costs, facility closure costs and accelerated depreciation.

Somewhat offsetting increased gross profit margin was the adverse effect of a stronger Euro. As a result, when translated into U.S. dollars, our Irish and French manufacturing operations represented a higher proportion of our total manufacturing costs in 2007.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

2008 versus 2007

Selling, general, and administrative (“SG&A”) expenses increased $30.0 million, or 6 percent, in 2008 compared to 2007. Foreign currency translation accounted for 3 percent of this year-over-year increase. Other primary

  SG&A AS A PERCENT OF SALES

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drivers of the increase were higher employee compensation, separation expenses associated with our ongoing efforts to streamline operations, increased stock-based compensation expense, a fixed asset impairment loss, and higher amortization of intangible assets. Stock-based compensation expense of $17.3 million in 2008 increased $5.5 million, or 46 percent, over 2007 as a result of changes we made to our equity compensation plans in 2004. The fixed asset impairment loss amounted to $5.8 million and was related to an idle facility. These costs were partially offset by a curtailment gain of $2.7 million related to amendments to our U.S. postretirement benefits plan. Full year amortization of intangible assets affecting SG&A were $53.7 million, compared with $48.9 million in 2007.

2007 versus 2006

SG&A expenses increased $87.9 million, or 22 percent, in 2007 compared to 2006. The SG&A expense increase was primarily attributable to the inclusion of Serologicals SG&A expenses in our operating results for the full year in 2007 compared to 24 weeks in 2006; significantly higher amortization of intangible assets; the unfavorable translation effect of the weaker U.S. dollar; increased labor related costs attributable to our continued investment in our sales and marketing infrastructure; and increased stock-based compensation expense. The increase in our average headcount was a significant driver of our SG&A expense growth because employee-related expenses represents over 65 percent of our total SG&A costs. In 2007, our average employee headcount increased approximately 15 percent compared to 2006. Amortization expense related to acquired intangible assets increased $37.6 million to $48.9 million in 2007 compared to $11.3 million in 2006. Serologicals integration costs were $10.2 million in 2007 compared to $9.7 million in 2006. Stock based compensation expense of $11.8 million increased $2.9 million, or 33 percent, compared to 2006 because of changes we made to our equity compensation plans in 2004. In 2006, we incurred $2.1 million of expense related to an environmental liability and $8.7 million of expense relating to the curtailment of our retirement plan. These charges did not recur in 2007.

  R&D AS A PERCENT OF SALES

RESEARCH AND DEVELOPMENT EXPENSES

2008 versus 2007

Research and development (“R&D”) expenses decreased $4.4 million, or 4 percent, in 2008 compared to 2007. The decreases were primarily the result of the timing of project spending. Our 2008 R&D expenses also decreased $1.4 million because of higher R&D credits resulting from a change in legislation. Our strategy is to enhance our internal R&D capabilities through technology collaborations and license arrangements with third parties. We expect R&D expenses to be approximately 7 percent of sales in 2009.

2007 versus 2006

R&D expenses increased $20.4 million, or 24 percent, in 2007 over 2006. Higher R&D expenses in 2007 were primarily attributable to the full year inclusion of Serologicals, labor related costs attributable to increased headcount and increased spending on new product development.

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INTEREST INCOME/EXPENSE

INTEREST INCOME/EXPENSE

$ in millions

	2008	2007	2006
Interest income	$0.9	$1.5	$21.4
Interest expense	$56.4	$65.8	$45.3
Average interest rate during the year	4.6%	4.7%	4.3%

2008 versus 2007

Interest expense decreased $9.4 million, or 14 percent, in 2008 compared to 2007. The decrease was primarily the result of lower debt balances as we continued to repay debt. This was somewhat offset by the effect of a stronger Euro on our Euro-denominated debt. Our revolving credit facility is comprised of floating rate borrowings based on U.S. and Euro LIBOR. Increases or decreases in these rates would cause increases or decreases to our interest expense, respectively.

2007 versus 2006

Interest income decreased $20.0 million, or 93 percent, in 2007 compared to 2006. This was the result of lower investment balances due to prior year sales of marketable securities. The proceeds of those sales were used, in part, to fund our Serologicals acquisition on July 14, 2006.

Interest expense increased $20.4 million, or 45 percent, in 2007 over 2006. This increase included a full year of interest related to our $565.0 million of 3.75 percent convertible senior notes and our €250.0 million of 5.875 percent senior notes issued in June 2006 to fund the

acquisition of Serologicals. The effect of higher average interest rates in 2007 were partially offset by a lower overall debt balance as we continued to repay debt.

PROVISION FOR INCOME TAXES

EFFECTIVE INCOME TAX RATE

2008	16.1	%
2007	8.2	%
2006	17.8	%

2008 versus 2007

The effective income tax rates for 2008, 2007 and 2006 reflected the tax benefit associated with lower tax rates on certain international earnings, which we intend to indefinitely invest outside of the U.S.

The higher current year effective tax rate was caused by a shift in the jurisdictional mix of our profits to higher tax rate jurisdictions and less previously unrecognized tax benefits.

During 2008, we recorded $1.6 million of previously unrecognized tax benefits as a result of statute of limitations closures. We also released valuation allowances on certain research and development (“R&D”) tax credits amounting to $1.1 million as a result of a tax law change in the United States. Over the next 12 months, we may need to record up to $3.0 million of previously unrecognized tax benefits in the event of statute of limitations closures.

The lower 2007 effective tax rate was primarily attributable to recording $11.9 million of previously unrecognized tax benefits as a result of statute of limitations closures and a pretax income mix favoring lower tax rate jurisdictions.

In the normal course of business, we are examined by various tax authorities, including the Internal Revenue Service (the “IRS”). In 2008, the IRS concluded its examination of years 2004 and 2005, without any significant adjustments.

We provide for U.S. income taxes on the earnings of foreign subsidiaries unless they are considered indefinitely invested outside the U.S. We elected to treat the earnings of our Ireland, United Kingdom and Sweden subsidiaries as indefinitely invested outside the U.S. These elections were made based on our operating plans and foreign debt service requirements.

2007 versus 2006

The decrease in the 2007 effective tax rate compared to 2006 was primarily attributable to the release of tax

reserves amounting to $11.9 million and a pretax income mix favoring lower tax rate jurisdictions in 2007. Lower U.S. pretax profits as a result of reduced purchases from our large U.S. biotechnology customers and significantly

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higher expenses for interest and amortization were the primary causes of the mix shift. In addition, the shift in the mix of our pretax income was also the result of the continued shift of our production activities to Ireland in accordance with the manufacturing consolidation strategy.

OPERATING PROFIT, NET INCOME AND DILUTED EARNINGS PER SHARE

OPERATING PROFIT, NET INCOME AND DILUTED EARNINGS PER SHARE

$ in millions, except per share data

	2008	2007	2006
Operating profit	$233.5	$216.7	$144.3
Operating profit margin	14.6%	14.2%	11.5%
Net income	$145.8	$136.5	$97.0
Diluted earnings per share	$2.62	$2.48	$1.79

2008 versus 2007

Operating profit increased $16.8 million, or 8 percent, in 2008 compared to 2007 primarily as a result of higher gross profit and lower R&D expenses, offset by higher SG&A expenses. The 7 percent increase in net income and 6 percent increase in diluted earnings per share were attributable to higher operating profit and lower interest expense, partially offset by a higher tax rate in 2008.

  IMPROVEMENT IN PROFITABILITY

2007 versus 2006

The improvement in operating profit, net income and diluted earnings per share was primarily due to higher gross profit. Net income increased $39.5 million, or 41 percent, in 2007 compared to 2006. The increase was primarily the result of higher 2007 operating profit and the lower effective tax rate, somewhat offset by higher interest expense associated with the financing of the Serologicals acquisition.

Diluted earnings per share increased $0.69, or 39 percent, in 2007 compared to 2006. The increase was the result of the reasons discussed above.

Capital Resources and Liquidity

The following table shows information about our capitalization as of the dates indicated:

TOTAL CAPITALIZATION

$ in millions

	2008	2007
Cash and cash equivalents	$115	$36
Total debt	$1,133	$1,265
Total capitalization (debt plus equity)	$2,411	$2,402
Debt to total capitalization	47.0%	52.7%

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing, and financing activities. Our primary ongoing cash requirements will be to fund operations, capital expenditures, investments in businesses, product development, and debt service. Our primary sources of liquidity are internally generated cash flows and borrowings under our revolving credit facility. Significant factors affecting the management of our ongoing cash requirements are the adequacy of available bank lines of credit and our ability to attract long term capital with satisfactory terms. The sources of our liquidity are subject to all of the risks of our business and could be adversely affected by, among other factors, a decrease in demand for our products, our ability to integrate acquisitions, deterioration in certain financial ratios, and market changes in general.

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Recent distress in the global economy has had an adverse impact on financial market activities including, among other things, volatility in security prices, diminished liquidity and credit availability, and declining valuations of certain investments. We have assessed the implications of these factors on our current business and determined that there has not been a significant impact to our financial position, results of operations, or liquidity during 2008. There can be no assurance, however, that changing circumstances will not affect our future financial position, results of operations, or liquidity.

Our ability to obtain debt financing at comparable risk-based interest rates is partly a function of our existing debt to capitalization levels as well as our current credit standing. Our credit ratings are reviewed regularly by major debt rating agencies such as Standard & Poor’s and Moody’s Investors Service. Our senior unsecured notes are rated BBB by Standard & Poor’s and Ba2 by Moody’s Investors Service and our revolving credit facility is rated BBB and Baa2 by Standard and Poor’s and Moody’s Investors Service, respectively. Our senior convertible notes are rated BB- by Standard & Poor’s and have not been rated by Moody’s Investors Service.

We believe our future operating cash flows will be sufficient to meet our future operating and investing cash needs. In response to the distress in the global economy, we increased our cash balance in the United States to mitigate any unanticipated liquidity issues with our banking partners. We intend to maintain the balance at a similar level for the foreseeable future. Furthermore, our ability to obtain equity financing, as well as availability of additional borrowings under our revolving credit facility, provide additional potential sources of liquidity should they be required.

The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences. However, these cash balances are generally available without legal restrictions to fund ordinary business operations. We have transferred, and will continue to transfer, cash from our subsidiaries to us and to other international subsidiaries when it is cost effective to do so.

On February 20, 2009, we acquired Guava Technologies, Inc. (“Guava”), a provider of easy-to-use, bench top cell analysis systems for $22.6 million, subject to closing adjustments. We paid for the acquisition with available cash on hand. Guava generated approximately $22.0 million in sales during 2008.

CASH FLOWS

The following table summarizes our sources and uses of cash over the periods indicated:

SOURCES AND USES OF CASH

$ in millions

	2008		2007		2006
Net cash provided by operating activities	$269.6		$222.2		$147.3
Net cash used for investing activities	(113.7	)	(113.5	)	(1,168.8	)
Net cash (used for) provided by financing activities	(70.0	)	(153.4	)	557.1
Increase (decrease) in cash and cash equivalents	79.3		(41.3	)	(459.6	)

OPERATING CASH FLOWS

Cash provided by operating activities was $269.6 million for the year ended December 31, 2008 and was primarily attributable to our net income of $145.8 million and non-cash adjustments for depreciation and amortization expenses of $132.3 million, stock-based compensation expense of $23.0 million, and other non-cash expenses of $8.5 million. These factors were partially offset by deferred income tax benefits of $12.2 million and a net working capital increase of $27.7 million. Our deferred income tax benefits were the result of a decrease in our deferred tax liabilities associated with the amortization of acquired intangible assets from business acquisitions, which are not tax deductible. The increase in our working capital from December 31, 2007 to December 31, 2008 was primarily

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attributable to decreases in accounts payable of $25.4 million, caused by the timing of vendor payments; a decrease in other liabilities of $11.8 million, caused by increased retirement plan funding requirements; an increase in other current assets of $9.1 million primarily caused by the timing of income tax payments; decreases in accounts receivable of $15.3 million caused by our continued focus on cash collection; and a decrease in inventory of $3.9 million.

The decreased inventory balances caused the number of days supply in ending inventory to decrease 9 days to 129 days at December 31, 2008 compared to 138 days at December 31, 2007. The number of days sales outstanding in ending accounts receivable was 66 days at December 31, 2008 compared with 67 days at December 31, 2007.

INVESTING CASH FLOWS

Cash used for investing activities was $113.7 million during 2008 compared with $113.5 million during 2007. During 2008, we paid $76.5 million for capital expenditures, $32.3 million for the settlement of derivative transactions, and $5.0 million for various

technology and distribution rights. We expect our capital expenditures to be approximately $80.0 million for 2009. Cash paid for capital expenditures was lower in 2008 compared to 2007 and 2006 because of large non-recurring capital projects completed in those years.

FINANCING CASH FLOWS

Cash used for financing activities was $70.0 million during 2008 compared with $153.4 million during 2007. Repayments of debt in 2008 included net revolver repayments of $85.1 million. Cash used in financing activities was partially offset by cash received from employees upon the exercise of stock options amounting to $16.9 million.

We will continue to focus on debt repayment with excess cash generated from our operations. To the extent that our cash is not required to pay for capital expenditures or business acquisitions, we plan to pay down our Revolver borrowings and may from time to time repurchase our Convertible Notes or Euro Notes in private transactions.

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FINANCING COMMITMENTS

Short-term debt

Short-term debt at December 31, 2008 consisted of borrowings under our operating bank facilities.

Revolving credit facilities

We have a five-year unsecured revolving credit facility (the “Revolver”) that expires in June 2011.

The Revolver provides for a maximum borrowing of €465.0 million, or $650.4 million. We may elect to increase the credit facilities by an amount not in excess of €130.0 million. We may prepay any outstanding borrowings in whole or in part without premium or penalty. We are required to pay an unused commitment fee ranging between 0.0675 percent and 0.60 percent annually based on the Revolver’s debt rating.

We are required to maintain certain leverage and interest coverage ratios as set forth in the Revolver agreement. The agreement also includes limitations on our ability to incur additional indebtedness; to merge, consolidate, or sell assets; to create liens; to make payments in respect of capital stock or subordinated debt, as well as other customary covenants and representations. In general, the leverage ratio is calculated by dividing our total outstanding indebtedness at December 31, 2008 by our cumulative adjusted cash earnings for the twelve months ended at December 31, 2008. The interest coverage ratio is calculated by dividing our cumulative adjusted cash earnings for the twelve months ended at December 31, 2008 by our cumulative gross interest expense for the twelve months ended at December 31, 2008. The definitions of the factors used to calculate these leverage and interest coverage ratios are included in the Revolver agreement.

The following table summarizes the financial covenant requirements as of December 31, 2008 and thereafter and our compliance with these covenants as of December 31, 2008:

REVOLVER AGREEMENT COVENANTS

	Requirement	Actual at December 31, 2008
Maximum leverage ratio	3.50:1	2.73:1
Minimum interest coverage ratio	3.50:1	7.05:1

Our ability to continue to comply with these covenants will depend primarily on the success in growing our business and generating substantial operating cash flows. Future compliance with the covenants may be adversely affected by various economic, financial, and industry factors. Noncompliance with the covenants would constitute an event of default under the Revolver, allowing the lenders to accelerate repayment of any outstanding borrowings. In the event of any potential failure by us to continue to be in compliance with any covenants, we would seek to negotiate amendments to the applicable covenants or to obtain compliance waivers from our lenders.

As of December 31, 2008, we had borrowings outstanding under the Revolver of $215.3 million, which were classified as long-term debt. As of December 31, 2008, we had $435.1 million available for borrowing under the Revolver. The borrowing capacity allowed by our debt covenants under the Revolver was $307.0 million at December 31, 2008.

In December 2008, we entered into revolving credit agreements with two Japanese banks. The credit facilities

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provide for cumulative borrowings of ¥7.0 billion (U.S. dollar equivalent of $77.2 million) with an interest rate of TIBOR plus an applicable margin. Interest is payable at the end of an interest period based upon the term of the borrowing. These credit facilities expire in June 2009 and December 2009 and are subject to annual renewal at terms consistent with the initial agreement. As of December 31, 2008, we had no outstanding borrowings under these facilities.

3.75% convertible senior notes due 2026

In June 2006, we issued $565.0 million in aggregate principal amount of convertible senior notes (the “Convertible Notes”) in a private placement offering. The Convertible Notes bear interest at 3.75 percent per annum, payable semi-annually in arrears on June 1 and December 1 of each year. Commencing with the six-month period beginning on December 1, 2011, if the average trading price of the Convertible Notes for the five consecutive trading days preceding such six-month periods equals 120 percent or more of the principal amount, contingent interest will accrue at the rate of 0.175 percent of the average trading price of the Convertible Notes. The Convertible Notes are our senior unsecured obligations and rank equally with all of our existing and future senior unsecured indebtedness. The Convertible Notes are effectively subordinated to all of our existing and future secured indebtedness and all existing and future liabilities of our subsidiaries, including trade payables. The Convertible Notes will mature on June 1, 2026. We used the net proceeds from this offering to complete the acquisition of Serologicals on July 14, 2006. We recorded $13.4 million of deferred financing costs associated with this offering.

Holders of the Convertible Notes may convert their notes into cash and, if applicable, shares of our common stock prior to June 1, 2026 under certain conditions. The Convertible Notes may be converted if the closing sale price of our common stock for each of the 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 120 percent of the conversion price in effect on the last trading day of the immediately preceding

calendar quarter. The Convertible Notes may also be converted during the five consecutive business days

immediately after any five consecutive trading day period in which the average trading price per $1,000 principal amount of the Convertible Notes was equal to or less than 97 percent of the average conversion value of the notes during this period. The Convertible Notes will also be convertible if we make certain distributions on our common stock or engage in certain transactions, if we call the Convertible Notes for redemption, and at any time from November 1, 2011 through December 1, 2011 and any time on or after June 1, 2024. Upon conversion, the Convertible Notes will be converted into cash for the principal amount and shares of our common stock for the conversion premium, if any, based on an initial conversion rate of 11.0485 shares per $1,000 principal amount (which represents an initial conversion price of approximately $90.51 per share), subject to adjustments.

On or after December 1, 2011, we have the option to redeem the Convertible Notes at a redemption price equal to 100 percent of the principal amount of the notes, plus accrued but unpaid interest. On each of December 1, 2011, June 1, 2016 and June 1, 2021, holders of the Convertible Notes have the option to require us to purchase all or a portion of their notes at a purchase price in cash equal to 100 percent of the principal amount of the notes, plus accrued but unpaid interest. Holders may also require us to repurchase all or a portion of their notes upon a fundamental change, as defined in the debt agreement, at a repurchase price in cash equal to 100 percent of the principal amount of the notes to be repurchased, plus accrued but unpaid interest.

Although we are not required to maintain any specified financial ratios under the Convertible Notes agreement, we will be considered in default if we fail to fulfill our conversion or redemption obligations, make required interest payments, provide notice to holders of the Convertible Notes in certain specified circumstances, or cure our default on any of our indebtedness or that of our subsidiaries in the aggregate principal amount of $50 million or more. If an event of default has occurred and is continuing, the principal amount of the Convertible Notes plus interest thereon may become

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immediately due and payable. We are currently in compliance with the covenant restrictions.

5.875% senior notes due 2016

In June 2006, we issued €250.0 million in aggregate principal amount of 5.875 percent senior notes (the “Euro Notes”) due 2016. Interest is payable semi-annually in arrears on June 30 and December 30 of each year. The Euro Notes were issued at 99.611 percent of the principal amount, which resulted in an original issue discount of €1.0 million, or $1.4 million. We recorded $3.3 million of deferred financing costs associated with the issuance of the Euro Notes. The Euro Notes are our senior unsecured obligations and rank equally with all of our existing and future senior unsecured indebtedness.

Upon the occurrence of any change in control, holders of the Euro Notes may require us to repurchase all of their Euro Notes for a cash price equal to 101 percent of the principal amount, plus accrued and unpaid interest thereon. Before June 30, 2016, we may, at our option, redeem the Euro Notes, in whole or in part, for cash, at a redemption price equal to 100 percent of the principal

amount of the Euro Notes we redeem, plus an applicable “make-whole” premium. In addition, we may redeem, at our option, in whole but not in part, at a redemption price equal to 100 percent of the principal amount, plus accrued and unpaid interest, upon the occurrence of certain tax events in the United States.

The indenture for the Euro Notes places certain restrictions on our ability to create, incur, assume or suffer liens on our manufacturing plants and other principal facilities in the United States and ability to enter into certain sale lease-back transactions. We would also be considered in default if we fail to fulfill our redemption obligations, make required interest payments, provide notice to holders of the Euro Notes in certain specified circumstances, or cure our default on any of our indebtedness or that of our subsidiaries in the aggregate principal amount of $50 million or more, If an event of default has occurred and is continuing, the principal amounts of the Euro Notes plus any accrued interest thereon may become immediately due and payable. We are currently in compliance with the covenant restrictions.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The following table summarizes our minimum future payments under our contractual obligations at December 31, 2008:

OBLIGATIONS AND COMMITMENTS PAYMENT DUE

In millions, at December 31, 2008	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt obligations	$	1,654.8	$	41.7	$	298.8	$	83.4	$	1,230.9
Non-cancellable operating leases		105.9		23.9		41.0		19.6		21.4
Employee pension and postretirement medical plans		63.6		4.5		9.5		11.4		38.2
Non-cancellable purchase obligations		99.3		79.3		18.2		0.6		1.2
Total	$	1,923.6	$	149.4	$	367.5	$	115.0	$	1,291.7

Long-term debt obligations include estimated interest payments on our 3.75 percent Convertible Notes and our 5.875 percent Euro Notes for the respective periods presented above. Outstanding borrowings of $215.3 million under our Revolver are included in the table above as payments due in 1-3 years because the maturity date of the Revolver will be June 6, 2011.

We maintain various defined benefit pension and postretirement plans for the benefit of our employees. At December 31, 2008, our U.S. pension plan and postretirement benefit plans were under-funded by $29.4 million and $3.1 million, respectively. At December 31, 2008, our foreign retirement plans were under-funded by $18.6 million. We anticipate funding for these plans will

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be between $4.3 million and $9.3 million depending on our decisions on funding levels for our U.S. pension plan in 2009. Amounts included in the table above for employee pension and post-retirement medical plans reflect projected benefit payments.

Our future pension expense and pension liabilities will be affected by fluctuations in future discount rates as well as the fair market value of assets used to fund these plans.

Our non-cancellable purchase obligations include obligations related to the future purchase of goods and services, capital lease obligations, and other long term liabilities reflected on our balance sheet.

The above table does not reflect unrecognized tax benefits of $24.4 million, the timing of which is uncertain. We cannot make reasonably reliable estimates of the period of cash settlement with tax authorities.

Critical Accounting Estimates

Preparation of our financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Note 2 to the consolidated financial statements describes the significant accounting policies used in the preparation of our consolidated financial statements. Management believes the most complex and sensitive judgments, because of their significance to the consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. The most significant areas involving management estimates, judgments and assumptions are described below. Actual results in these areas could differ from management’s estimates.

REVENUE RECOGNITION

Revenue from the sale of products is recognized when we meet all of the criteria specified in Securities Exchange Commission Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial Statements.” These criteria include:

evidence of an arrangement is in place;

related prices are fixed or determinable;

delivery or performance has occurred; and

collection of the resulting receivable is reasonably assured.

Customer purchase orders or sales agreements evidence our sales arrangements. These purchase orders and sales agreements specify both selling prices and quantities, which are the basis for recording sales revenue. Trade terms for the majority of our sales contracts indicate that title and risk of loss pass from us to our customers when we ship products from our facilities, which is when revenue is recognized. Revenue is deferred until our products arrive at customers’ facilities in situations where trade terms indicate that title and risk of loss pass from us to the customers upon their receipt of our products. We perform ongoing credit evaluations of our customers and ship products only to customers that satisfy our credit evaluation. We also maintain allowances for doubtful accounts for estimated losses resulting from our customers’ inability to make required payments. We have not experienced any deterioration in the credit quality of our customers in the recent distress in the global economy.

Consumable and hardware products excluding fixed price contracts account for over 90 percent of our total consolidated revenues and are typically sold with standard terms and conditions. Revenues for these products are generally recognized upon shipment or delivery to the customers. In instances where we sell filtration systems products with a related installation obligation, we generally recognize revenue related to the filtration systems when title passes and recognize revenue related to the installation when installation is complete. The allocation of revenue between the filtration system and the installation is based on relative fair value at the time of sale.

In limited cases, our customers may require site acceptance testing for certain customized products built to customers’ specifications. Revenues on these products are deferred upon shipment and are recognized when site acceptance testing is completed.

Revenue from service arrangements is recognized when the services are provided, or over the contractual period. For

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laboratory water systems, installation and maintenance service revenues are recognized when the site service visit is completed. For validation testing services, revenue is recognized when the contracted study is completed and accepted by the customer. For sample analysis services, revenue is recognized as each sample analysis is completed. For assay development and assay validation services, revenue is recognized proportionally as contractually defined deliverables are provided to the customer. Revenue related to maintenance and warranty service contracts is recognized ratably over the contractual period or as the services are performed, based on the terms of the arrangement.

Revenue for fixed price contracts associated with our large, custom process equipment business is recognized under the percentage of completion method (“POC”). Approximately 2 percent of our revenue was derived from POC sales in 2008. Revenue is recognized based on the ratio of hours expended compared with the total estimated hours to complete the construction of the process equipment. The cumulative impact of any revisions in estimates of the percent completed is reflected in the period in which the changes become known. In the event that assumptions used in calculating POC during the construction of the process equipment are later revised, total revenue and expenses estimated for contracts upon completion could differ from the latter estimate. If it is estimated that the project will result in a loss when completed, the entire loss is recognized at that point. Actual results related to POC estimates have been materially the same as the assumptions used at the beginning of each contract. In addition, should a POC contract be cancelled while in progress, we would generally be able to recover expenses incurred with progress payments previously received during the design and construction period. Typically, such progress payments can range between 20 percent and 60 percent of the total contract sales value. Historically, we have experienced few cancellations.

We recognize license and royalty revenue when the amounts are determinable and we have fulfilled our obligations under the applicable agreement. This generally occurs when cash payments are received or licensed sales are reported to us.

INVENTORY VALUATION

Our product life cycle is generally a minimum of 3 years and may be in excess of 20 years. Therefore, we generally rely upon recent historic usage, expiration dates, and estimated future demand in estimating the realizable value of our inventory. Finished goods and components that are determined to be obsolete are written off when such determination is made. In certain cases, such as for newly introduced products and overstocked products, estimated future demand is considered in establishing inventory writedowns. Raw material and work-in-process inventories are also reviewed for obsolescence and alternative or future use based on reviewing manufacturing plans, estimated future demand and market conditions. In situations where it is determined that work-in-process inventories cannot be converted into finished goods, the inventories are written down to net realizable value. Inventory at December 31, 2008 reflected cumulative net realizable value write-downs of $41.5 million. Should it be determined that write-downs are insufficient, we would be required to record additional inventory write-downs, which would have a negative impact on gross profit margin. Once recorded, inventory valuation provisions are not subsequently reversed unless the related inventory items are subsequently sold.

VALUATION OF LONG-LIVED ASSETS

Valuation of certain long-lived assets including property, plant and equipment, intangible assets, and goodwill requires significant judgment. Assumptions and estimates are used in determining the fair value of assets acquired and liabilities assumed in a business acquisition. A significant portion of the purchase price in our acquisitions is assigned to intangible assets and goodwill. Assigning value to intangible assets requires that we use significant judgment in determining (i) the fair value; and (ii) whether such intangibles are amortizable or non-amortizable and, if the former, the period and the method by which the intangible assets will be amortized. We utilize commonly accepted valuation techniques, such as the income approach and the cost approach, as appropriate, in establishing the fair value of long-lived assets. Typically, key assumptions include projected revenue and expense levels used in establishing the fair value of business acquisitions as well

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as discount rates based on an analysis of our weighted average cost of capital, adjusted for specific risks associated with the assets. Changes in the initial assumptions could lead to changes in amortization expense recorded in our future financial statements.

For intangible assets and property, plant and equipment, we assess the carrying value of these assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important which could trigger an impairment review include but are not limited to the following:

significant underperformance relative to expected historical or projected future operating results;

significant negative industry or economic trends; or

significant changes or developments in strategy or operations that negatively affect the utilization of our long-lived assets.

Should we determine that the carrying value of long-lived tangible and intangible assets may not be recoverable, we will measure any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in our current business model. We may also estimate fair value based on market prices for similar assets, as appropriate. Significant judgments are required to estimate future cash flows, including the selection of appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for these assets.

In November 2008, we changed our marketing strategy for an idle facility because of continued weakness in the United States real estate market, excess production capacity in the North American biopharmaceutical industry, and the current global economic crisis. We analyzed the expected cash flows from different sales scenarios and determined that the net carrying value of the assets was not recoverable. We recorded an impairment loss of $5.8 million to adjust the carrying value to the estimated fair value, which is included in selling, general and administrative expenses in the consolidated statement of operations. The fair value was determined based on sell-

ing price of comparable assets and discounted over the period of time which we expect it will take to sell the facility and the related equipment.

We perform annual reviews in our second quarter for impairment of goodwill or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill may be considered to be impaired if we determine that the carrying value of a reporting unit, including goodwill, exceeds the reporting unit’s fair value. Our reporting units are our Bioprocess and Bioscience operating segments. Assessing the impairment of goodwill requires us to make assumptions and judgments regarding the fair value of the net assets of our reporting units. We estimate the fair value of our reporting units using a combination of valuation techniques, including discounted cash flows and cash earnings multiples, and compare the values to our estimated enterprise value. Our annual impairment test did not indicate any impairment on our goodwill. In response to the recent distress in the global economy, we reassessed our goodwill as of December 31, 2008 and concluded that there was no impairment.

STOCK-BASED COMPENSATION

We follow the methodology of Statement of Financial Accounting Standard (“SFAS”) No. 123(R), “Share-Based Payment” (“FAS 123(R)”), using the modified prospective approach upon initial adoption, to account for all of our stock-based awards. Stock-based compensation expense is estimated as of the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which generally represents the vesting period. We estimate the fair value of our stock options using the Black-Scholes option-pricing model and the fair value of our restricted stock awards and restricted stock units based on the quoted market price of our common stock at the date of grant. We recognize the associated compensation expense on a straight-line basis over the vesting periods of the awards, net of estimated forfeitures. Forfeiture rates are estimated based on historical pre-vesting forfeiture history and are updated on a quarterly basis to reflect actual forfeitures of unvested awards and other known events.

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Estimating the fair value for stock options requires judgment, including the expected term of our stock options, volatility of our stock, expected dividends and risk-free interest rates over the expected term of the options. The expected term represents the average time that options are expected to be outstanding and is estimated based on the historical exercise, post-vesting cancellation and expiration patterns of our stock-based awards. The expected volatility rates are estimated based on historical volatilities of our common stock over a period of time that approximates the expected term of the options. Expected dividends are estimated based on our dividend history as well as our current projections. The risk-free interest rate for periods approximating the expected terms of the options is based on the U.S. Treasury yield curve in effect at the date of grant.

INCOME TAXES

We recognize income taxes when transactions are recorded in our consolidated statement of operations, with deferred taxes provided for items that are recognized in different periods for financial statement and tax reporting purposes. We record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. At December 31, 2008, we had valuation allowances of $2.4 million related to federal research credits, $23.0 million related to state tax credits and net operating loss carryforwards, and $2.6 million related to a capital loss carryforward.

We are a worldwide business. We are subject to tax audits on a regular basis. Because significant judgment is required in determining our worldwide provision for income taxes, we periodically assess our income tax positions and record tax benefits for all years subject to examination based on our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we estimate and record the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority. For those income tax positions that are not likely to be sustained, no tax benefit is recognized in the financial statements. We believe our tax reserves are

necessary to appropriately reflect tax obligations that may arise out of current and future audits. Any reduction of these contingent liabilities or additional assessment would increase or decrease income, respectively, in the period such determination is made. Over the next 12 months, we may need to record up to $3.0 million of previously unrecognized tax benefits in the event of statute of limitations closures.

In the normal course of business, we are examined by various tax authorities, including the IRS. In 2008, the IRS concluded its examination of years 2004 and 2005, without any significant adjustments.

We provide for U.S. income taxes on the earnings of foreign subsidiaries unless they are considered indefinitely invested outside the U.S. We elected to treat the earnings of our Ireland, United Kingdom and Sweden subsidiaries as indefinitely invested outside the U.S. These elections were made based on our operating plans and foreign debt service requirements.

EMPLOYEE RETIREMENT PLANS

In the U.S., we sponsor a pension plan and a postretire-ment medical plan covering substantially all employees who meet certain eligibility requirements. For both plans, we determine several key assumptions that are used in calculating the expense and liability of the plans, typically on an annual basis.

For the pension plan, these key assumptions include the discount rate and expected return on plan assets. In selecting the expected return on assets, we considered the average rate of earnings expected on the funds invested or to be invested to provide for the benefits under the pension plan. This included considering the asset allocations and the expected returns likely to be earned over the life of this plan. The assumed discount rate is intended to approximate the actual rate at which benefits could effectively be settled. We used the Citigroup Pension Discount Curve as the benchmark rate for estimating our discount rate for pension expense. In addition, we update, as needed, other assumptions used in determining the expense and liabilities of the plan, such as withdrawal and mortality assumptions

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based on the average age grouping of our plan participants and updated mortality tables published by the Society of Actuaries. The actuarial assumptions used by us may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of the participants. These differences may have a significant effect on the amount of pension expense recorded by us in future years. During 2008, we recognized our pension expense using a discount rate of 6.5 percent and an expected return on plan assets of 8 percent related to our U.S. pension plan. The most sensitive assumptions used in calculating the expense and liability of our U.S. pension plan were the discount rates and the expected rate of return on plan assets. Although they were the most sensitive assumptions, a 0.5 percentage point change in either assumption would be immaterial to our results of operations and financial position.

For the postretirement medical plan, significant assumptions included the discount rate, the future medical cost escalation rate, withdrawal rates and mortality rates. The actuarial assumptions used by us may differ materially from future actual results because of changing conditions in the growth of medical expenses or longer or shorter life spans of the participants. These differences may have a significant effect on the amount of postretirement medical expense recorded by us. During 2008, we recognized our expense using a discount rate of 6.25 percent for 7 months and 6.75 percent for 5 months because the amendments to the plan in August 2008 triggered a new measurement date under SFAS No. 106 and an expected medical cost escalation rate that declines gradually from 8 percent in 2008 to 5 percent in 2014. Although these are the most sensitive assumptions, a 0.5 percentage point change in either assumption would be immaterial to our results of operations and financial position.

In August 2008, we made a number of amendments to our U.S. postretirement benefit plan effective January 1, 2009. These amendments included the elimination of dental and life insurance benefits, medical benefit cost sharing changes for pre-65 retirees, and the elimination of medical coverage for employees who retire after December 31, 2010. We recorded a curtailment gain of $2.7 million in

selling, general and administrative expenses in the statement of operations for the three months ended September 27, 2008 as a result of these amendments.

In certain foreign subsidiaries, we also sponsor pension plans for our employees. Accounting and reporting for these plans requires the use of country specific assumptions for discount rates, expected returns on assets, and rates of compensation increases. We apply a consistent methodology, year over year, in determining the key assumptions. Our discount rates are based on high quality bond indices for durations that approximate the average remaining service periods of our plan participants in each country. We select expected long-term rates of return on assets based on the average rate of earnings expected on funds invested or to be invested to provide for the benefits under these plans. Although the most sensitive assumptions used in calculating the expense and liability of our foreign pension plans are the discount rate and the expected rate of return on plan assets, a 0.5 percentage point change in either assumption would be immaterial to our results of operations and financial position.

Market Risk

We are exposed to market risks, which include changes in foreign currency exchange rates, interest rate risk, and credit risk. We manage these market risks through our normal financing and operating activities and, when appropriate, through the use of derivative financial instruments.

FOREIGN CURRENCY EXCHANGE RATE RISK

We are exposed to foreign currency exchange rate risk inherent in revenues, net income, and assets and liabilities denominated in currencies other than the U.S. dollar. The potential change in foreign currency exchange rates represents a substantial risk to us because approximately 67 percent of our business was conducted outside of the United States for the year ended December 31, 2008, generally in foreign currencies. Our primary risk management strategy is to use forward exchange contracts to hedge certain foreign currency transaction exposures. The intent of this strategy is to offset gains and losses that occur on the underlying booked exposures with

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gains and losses resulting from the forward exchange contracts that hedge these exposures. Principal hedged currencies include the Euro, Japanese Yen, and Great Britain Pound. Gains and losses resulting from changes in the value of the derivative are recognized currently in earnings or reported in accumulated other comprehensive income, a separate component of shareholders’ equity. This depends on the use of the derivative and whether it has been designated and qualifies as an effective hedge.

As of December 31, 2008, we had open forward exchange contracts designated as cash flow hedges of forecasted intercompany sales with total U.S. dollar equivalent notional amounts of approximately $136.5 million. These forward exchange contracts are generally short-term in nature and mature through February 2010. Based on our analysis, a hypothetical adverse foreign exchange rate movement of 10 percent against our forward exchange contracts would have resulted in a net loss in fair value of these contracts of approximately $17.7 million. In addition, we also hold forward exchange contracts to mitigate the impact of foreign exchange risk related to certain foreign currency denominated receivable and payable balances. Changes in fair value of these forward exchange contracts are recorded through current earnings because these instruments do not qualify for hedge accounting. As of December 31, 2008, the U.S. dollar equivalent notional amounts of the forward exchange contracts related to foreign currency denominated receivable and payable balances totaled $303.5 million. The periods of these forward exchange contracts typically span less than three months. The fair value of these forward exchange contracts was a net gain of $4.4 million at December 31, 2008.

During 2007, we entered into forward exchange contracts to hedge the foreign exchange risk related to foreign currency denominated debt. The initial forward exchange contracts matured in October 2007, resulting in a realized loss of $17.9 million. At the same time, we entered into additional forward exchange contracts which matured in April 2008, resulting in a realized loss of $32.3 million. The net realized losses on these forward exchange contracts were substantially offset by gains on the underlying transactions.

Our risk management policy allows for hedging our net investments in foreign subsidiaries, using both derivative and non-derivative instruments. In June 2006, we issued €250.0 million of Euro-denominated senior notes which gives rise to foreign exchange risk when the debt is remeasured into U.S. dollars at the end of each period. The remeasurement gains and losses are recorded in other comprehensive income because we designated this debt as an economic hedge of our net investments in European subsidiaries. Upon maturity, however, we could be exposed to significant exchange rate risk because we will be required to repay the debt at the then current market exchange rates, which could be higher than the rates at which we borrowed the debt in June 2006. As of December 31, 2008, we have recorded a cumulative loss of $35.9 million in accumulated other comprehensive income attributable to the change in value of the U.S. dollar versus the Euro since the issuance of the notes. A further 10 percent strengthening or weakening of the Euro against the U.S. dollar will cause this cumulative loss to increase or decrease by $35.0 million.

We do not enter into derivatives for trading or other speculative purposes, nor do we use leveraged financial instruments.

INTEREST RATE RISK

We are exposed to changes in interest rates in the normal course of our business operations as a result of our ongoing investing and financing activities, which affect our debt as well as cash and cash equivalents. As of December 31, 2008, our debt portfolio was comprised of a combination of fixed and floating rate borrowings. Our exposure to interest rate risk primarily relates to our revolving credit facilities, under which the interest rates on our borrowings float with LIBOR rates. The fair market value of our long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. In addition, the fair value of our convertible notes is affected by our stock price. The total estimated fair value of our fixed rate debt at December 31, 2008 was $725.9 million.

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Fair values were determined from available market prices using current interest rates, non-performance risk and terms to maturity. If interest rates were to increase or decrease by 1 percent, the fair value of our long-term debt would decrease or increase by approximately $22.7 million.

We assess our interest rate risks on a regular basis and do not currently use financial instruments to mitigate these risks.

CREDIT RISK

We are exposed to concentrations of credit risk in cash and cash equivalents, trade receivables, and forward exchange contracts. Cash and cash equivalents are placed with major financial institutions with high quality credit ratings. The amount placed with any one institution is limited by policy. Trade receivables credit risk exposure is limited because of our large number of established customers and their dispersion across different geographies. No single customer accounted for 10 percent or more of our consolidated trade receivables as of December 31, 2008.

We are exposed to credit risk on our hedging instruments in the event of nonperformance by counterparties. The fair value of gains on derivative instruments reflects adjustments for non performance risks of the counterparties. However, we do not anticipate nonperformance by any of these counterparties because our hedging activities are transacted only with financial institutions with high credit ratings.

Related Party Agreements

Rolf A. Classon, a Director of Millipore since December 2005, retired as Chairman and President of Bayer Healthcare LLC in July 2004. He is currently a member

of the Supervisory Board of Bayer Healthcare AG. During 2008, Bayer AG (including Bayer Healthcare LLC), purchased a total of $15.6 million of products from Millipore. The relationship between Millipore and Bayer predates Mr. Classon’s election as a Director.

During 2008, our employees had hotel accommodations and business functions at one or more hotels located near our facilities in Molsheim, France. These hotels are owned

by a brother of Dominique F. Baly, a former Vice President of Millipore.

Dividends

We did not declare any cash dividends in 2008 or 2007. We do not currently have plans to make future cash dividend declarations or payments.

Legal Proceedings

We currently are not a party to any material legal proceeding.

Following our decision to consolidate the results of our 40 percent owned Indian Joint-Venture (the “India JV”) in January 2006, we learned as a result of our internal controls procedures that certain payment and commission practices at the India JV raise issues of compliance with the U.S. Foreign Corrupt Practices Act. Promptly upon learning of this, our Audit and Finance Committee engaged outside counsel and commenced an investigation. We have implemented certain corrective actions. We have notified the Securities and Exchange Commission and the Department of Justice of this matter. The operations and financial results of the India JV are not currently, and have not to date been, material to us.

New Accounting Pronouncements

Effective January 1, 2008, we adopted the provisions of SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), for our financial assets and liabilities. We will adopt the provisions of SFAS No. 157 for non-financial assets and liabilities that are measured or recognized at fair value on a non-recurring basis as of January 1, 2009, in accordance with the partial deferral of this standard by the Financial Accounting Standards Board (“the FASB”). We are currently evaluating the effects of the provisions of SFAS No. 157 on our non-financial assets and liabilities that are measured or recognized at fair value on a non-recurring basis.

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In June 2007, the Emerging Issues Task Force (the “EITF”) reached a consensus on EITF Issue No. 07-3, “Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities” (“EITF 07-3”). EITF 07-3 requires companies that are involved in research and development activities to defer nonrefundable advance payments for future research and development activities and to recognize those payments as goods and services are delivered. Companies are required to assess on an ongoing basis whether or not the goods or services will be delivered and to expense the nonrefundable advance payments immediately if delivery of such goods or services is determined to be unlikely. EITF 07-3 is effective for new arrangements entered into subsequent to the beginning of our fiscal year 2008. Adoption of EITF 07-3 did not have a material impact on our financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS No. 141(R)”), which replaces SFAS No. 141, “Business Combinations” (“SFAS No. 141”). SFAS No. 141(R) retains the underlying concepts of SFAS No. 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method. However, SFAS No. 141 (R) changes the method of applying the acquisition method in a number of significant aspects: acquisition costs will generally be expensed as incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS No. 141(R) amends SFAS No. 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of SFAS No. 141(R)

would also follow the provisions of SFAS No. 141(R). Early adoption of the provisions of SFAS No. 141 (R) is not permitted. We do not anticipate that our adoption of SFAS No. 141(R) will have a material impact on our consolidated financial statements as a result of our past acquisitions. However, SFAS No.141(R) may give rise to more volatility in our consolidated statement of operations as a result of future acquisitions.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51” (“SFAS No. 160”). This statement is effective for fiscal periods beginning on or after December 15, 2008, with earlier adoption prohibited. This statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. It also amends certain consolidation procedures for consistency with the requirements of SFAS No. 141(R). This statement also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. The adoption of SFAS No. 160 will not have a significant impact on our financial position or results of operations.

In December 2007, the EITF reached a consensus on Issue No. 07-1, “Accounting for Collaborative Arrangements” (“EITF 07-1”). EITF 07-1 is effective for financial statements issued for fiscal periods beginning after December 15, 2008 and interim periods within those fiscal years, and shall be applied retrospectively to all prior periods presented for all collaborative arrangements existing as of the effective date. EITF 07-1 requires that transactions with third parties (i.e., revenue generated and costs incurred by the partners) should be reported in the appropriate line item in each company’s financial statements pursuant to the guidance in EITF Issue No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent.” EITF 07-1 also includes enhanced disclosure requirements regarding the nature and purpose of the arrangement, rights and obligations under the arrange-

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ment, accounting policy, amount and income statement classification of collaboration transactions between the parties, and amounts due from or owed to other participants under the collaborative arrangements. We have concluded that EITF 07-1 will have no impact on our consolidated financial statements upon adoption.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 is intended, through additional qualitative and quantitative disclosures on derivatives, to provide users of financial statements with enhanced understanding of how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for under SFAS No. 133; and how derivative instruments and related hedged items affect an entity’s financial position, results of operations, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early adoption encouraged. We will adopt this standard effective January 1, 2009. We are currently evaluating the disclosure implications of SFAS No. 161.

In May 2008, the FASB issued FASB Staff Position (“FSP”) APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Con version (Including Partial Cash Settlement)” (“FSP 14-1”). FSP 14-1 clarifies that convertible debt instruments that may be settled in cash (including partial cash settlement upon conversion) are not addressed by Accounting Principles Board (“APB”) Opinion No. 14, “Accounting for Convertible Debt Issued with Stock Purchase Warrants”. FSP 14-1 requires issuers of such convertible debt instruments to allocate the proceeds to a liability component, issued at a discount, and an equity component. The portion allocated to the equity component would be recorded as a discount on the debt that would be amortized over the period the convertible debt is expected to be outstanding. FSP 14-1 changes the accounting treatment for our 3.75 percent convertible senior notes that were issued in June 2006. This change in accounting principle will result in increased non-cash inter-

est expense and will impact the presentation of our convertible senior notes in the consolidated financial statements. FSP 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years, and shall be applied retrospectively to all prior periods presented. We estimate that, upon adoption of the provisions of FSP 14-1, $483.7 million of the $565.0 million total principal amount of our 3.75 percent convertible senior notes will be allocated to the liability component, which represents the estimated fair value of similar debt instruments without the conversion option as of the date of issuance. The remaining $81.3 million will be reclassified as additional paid-in capital, which reflects the value attributable to the conversion feature. This reclassification will create a debt discount of $81.3 million that will be amortized as interest expense over the five and one-half year period from June 1, 2006 to December 1, 2011, which represents the expected life of the instrument. Additionally, approximately $1.9 million of deferred financing costs capitalized at the time of issuance will be reclassified to equity as equity issuance costs and will not be amortized as interest expense. Upon adoption, we will recognize additional interest expense of $13.7 million, $12.8 million, and $7.1 million for fiscal years 2008, 2007, and 2006, respectively.

In June 2008, the FASB reached a consensus on EITF Issue No. 07-5, “Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 requires that we apply a two-step approach in evaluating whether an equity-linked financial instrument (or embedded feature) is indexed to our own stock, including evaluating the instrument’s contingent exercise and settlement provisions. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. We are currently evaluating the effects, if any, that EITF 07-5 will have on our consolidated financial statements.

In November 2008, the EITF reached a concensus on Issue No. 08-6, “Equity Method Investment Accounting Considerations” (EITF 08-6”). EITF 08-6 is effective on a

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prospective basis in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. EITF 08-6 addresses the impact that SFAS No. 141(R) and SFAS No. 160 might have on the accounting for equity method investments, including how the initial carrying value of an equity method investment should be determined, how it should be tested for impairment, and how changes in classification from equity method to cost method should be treated. We are currently evaluating the impact of EITF 08-6 and anticipate that it will not have a significant impact on our financial position or results of operations.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets.” This FSP amends SFAS No. 132(R), “Employers’ Disclosures about Pensions and Other Postretirement Benefits,” and requires additional disclosures about postretirement benefit plan assets including: description of how investment allocation decisions are made; the major categories of plan assets; the inputs and valuation techniques used to measure the fair value of

plan assets; the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period; and significant concentrations of risk within plan assets. This FSP is effective for financial statements issued for fiscal years ending after December 15, 2009. We are currently evaluating the disclosure implications of this FSP.

Forward-Looking Statements

The matters discussed in this Form 10-K Annual Report, as well as in future oral and written statements by our management, that are forward-looking statements are based on our current management expectations. These expectations involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Potential risks and uncertainties that could affect our future operating results include, without limitation, the risk factors and uncertainties set forth in Item 1A and elsewhere in this Form 10-K Annual Report.

ITEM 7A.  QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK

The information called for by this item is set forth under the heading “Market Risk” in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Item 7 above which information is hereby incorporated by reference.

  MILLIPORE FORM 10-K 2008 57

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Index to Consolidated Financial Statements

Management’s Annual Report on Internal Control over Financial Reporting	58
Report of Independent Registered Public Accounting Firm	59
Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006	60
Consolidated Balance Sheets at December 31, 2008 and 2007	61
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2008, 2007 and 2006	62
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006	63
Notes to Consolidated Financial Statements	64
Quarterly Results (Unaudited)	101

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment our management concluded that, as of December 31, 2008, our internal control over financial reporting was effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2008 has been audited by PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm, as stated in their report which is included herein.

58   MILLIPORE FORM 10-K 2008

Report of Independent Registered Public Accounting Firm

To the Shareholders and Directors of Millipore Corporation:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Millipore Corporation and its subsidiaries at December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in “Management’s Annual Report on Internal Control over Financial Reporting” appearing under item 8. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for income tax contingencies in 2007.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 27, 2009

  MILLIPORE FORM 10-K 2008 59

Consolidated Statements of Operations

	Year ended December 31,
(In thousands, except per share data)	2008			2007			2006
Net sales	$	1,602,138		$	1,531,555		$	1,255,371
Cost of sales		749,307			721,092			625,608
Gross profit		852,831			810,463			629,763
Selling, general and administrative expenses		516,729			486,737			398,842
Research and development expenses		102,605			106,999			86,617
Operating profit		233,497			216,727			144,304
Interest income		948			1,453			21,415
Interest expense		(56,425	)		(65,757	)		(45,336	)
Income before income taxes and minority interest		178,020			152,423			120,383
Provision for income taxes		28,657			12,424			21,462
Minority interest, net of tax		3,562			3,527			1,937
Net income	$	145,801		$	136,472		$	96,984
Earnings per share:
Basic	$	2.64		$	2.52		$	1.82
Diluted	$	2.62		$	2.48		$	1.79
Weighted average shares outstanding:
Basic		55,128			54,263			53,160
Diluted		55,711			55,028			54,245

The accompanying notes are an integral part of the consolidated financial statements.

60   MILLIPORE FORM 10-K 2008

Consolidated Balance Sheets

	December 31,
(In thousands, except per share data)		2008			2007
Assets
Current assets:
Cash and cash equivalents		$	115,462		$	36,177
Accounts receivable (less allowance for doubtful accounts of $2,930 and $3,613 at December 31, 2008 and 2007, respectively)			274,529			292,143
Inventories			259,360			277,355
Deferred income taxes			70,305			66,451
Other current assets			32,787			17,963
Total current assets			752,443			690,089
Property, plant and equipment, net			577,410			589,161
Deferred income taxes			28,445			21,973
Intangible assets, net			369,473			432,108
Goodwill			1,004,694			1,019,581
Other assets			19,185			24,345
Total assets		$	2,751,650		$	2,777,257
Liabilities, Minority Interest and Shareholders’ Equity
Current liabilities:
Short-term debt		$	4,391		$	5,240
Accounts payable			70,037			96,915
Income taxes payable			9,966			11,248
Accrued expenses			162,681			164,996
Deferred income taxes			288			3,842
Total current liabilities			247,363			282,241
Deferred income taxes			7,263			9,384
Long-term debt			1,128,901			1,260,043
Other liabilities			84,122			82,778
Total liabilities			1,467,649			1,634,446
Minority interest			6,326			6,243
Commitments and contingencies (Note 17)
Shareholders’ equity:
Common stock, par value $1.00 per share, 120,000 shares authorized; 55,260 shares issued and outstanding as of December 31, 2008; 54,772 shares issued and outstanding as of December 31, 2007			55,260			54,772
Additional paid-in capital			297,257			260,334
Retained earnings			988,235			842,558
Accumulated other comprehensive loss			(63,077	)		(21,096	)
Total shareholders’ equity			1,277,675			1,136,568
Total liabilities, minority interest and shareholders’ equity		$	2,751,650		$	2,777,257

The accompanying notes are an integral part of the consolidated financial statements.

  MILLIPORE FORM 10-K 2008 61

Consolidated Statements of Shareholders’ Equity

Years Ended December 31, 2008, 2007 and 2006

	Common Stock			Additional Paid-In Capital			Retained Earnings			Unearned Compensation			Accumulated Other Comprehensive Income (Loss)												Total Shareholders’ Equity
(In thousands)	Shares	Par Value											Gain (Loss) on Cash Flow Hedges			Translation Adjustments			Unfunded Pension Liabilities			Total
Balance at December 31, 2005	52,227	$	52,227	$	129,848		$	609,702		$	(290	)	$	–		$	8,042		$	(7,966	)	$	76		$	791,563
Comprehensive income:
Net income								96,984																		96,984
Minimum pension liability adjustments, net of tax of $1,189																				(1,238	)		(1,238	)		(1,238	)
Translation adjustments, net of tax of $5,087																	(4,774	)					(4,774	)		(4,774	)
Total comprehensive income																										90,972
SFAS No. 158 adoption adjustment, net of tax of $707																				(2,637	)		(2,637	)		(2,637	)
Stock issued under stock plans	1,297		1,297		54,921																					56,218
Reclassification upon adoption of SFAS No. 123R					(290	)					290															–
Stock-based compensation expense					12,295																					12,295
Balance at December 31, 2006	53,524		53,524		196,774			706,686			–			–			3,268			(11,841	)		(8,573	)		948,411
Comprehensive income:
Net income								136,472																		136,472
Net realized loss on cash flow hedges, net of tax of $49														(73	)								(73	)		(73	)
Net unrealized loss on cash flow hedges, net of tax of $254														(340	)								(340	)		(340	)
Change in additional pension liability, net of tax of $1,065																				3,753			3,753			3,753
Translation adjustments, net of tax of $0																	(15,863	)					(15,863	)		(15,863	)
Total comprehensive income																										123,949
Stock issued under stock plans	1,248		1,248		47,600																					48,848
FIN 48 adoption adjustment								(600	)																	(600	)
Stock-based compensation expense					15,960																					15,960
Balance at December 31, 2007	54,772		54,772		260,334			842,558			–			(413	)		(12,595	)		(8,088	)		(21,096	)		1,136,568
Comprehensive income:
Net income								145,801																		145,801
Net realized loss on cash flow hedges, net of tax of $12														(87	)								(87	)		(87	)
Net unrealized loss on cash flow hedges, net of tax of $823														(2,138	)								(2,138	)		(2,138	)
Change in additional pension liability, net of tax of $6,841																				(12,802	)		(12,802	)		(12,802	)
Translation adjustments, net of tax of $528																	(26,954	)					(26,954	)		(26,954	)
Total comprehensive income																										103,820
Stock issued under stock plans	488		488		13,910																					14,398
Adoption of SFAS No. 158 measurement date provision								(124	)																	(124	)
Stock-based compensation expense					23,013																					23,013
Balance at December 31, 2008	55,260	$	55,260	$	297,257		$	988,235		$	–		$	(2,638	)	$	(39,549	)	$	(20,890	)	$	(63,077	)	$	1,277,675

The accompanying notes are an integral part of the consolidated financial statements.

62   MILLIPORE FORM 10-K 2008

Consolidated Statements of Cash Flows

	Year ended December 31,
(In thousands)	2008			2007			2006
Cash flows from operating activities:
Net income	$	145,801		$	136,472		$	96,984
Minority interest		3,562			3,527			1,937
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		132,285			123,747			72,277
Business acquisition inventory fair value adjustments		–			11,121			24,871
Amortization of deferred debt issuance costs		3,795			3,791			2,097
Deferred income tax benefit		(12,234	)		(20,555	)		(14,238	)
Stock-based compensation		23,013			15,960			12,295
Curtailment (gain) loss		(2,733	)		–			8,664
Other		3,834			(7,504	)		2,025
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable		15,320			3,196			(31,653	)
Inventories		3,945			(15,553	)		(4,984	)
Other current assets		(9,112	)		8,577			1,633
Other assets		398			(1,786	)		(309	)
Accounts payable		(25,408	)		2,176			6,950
Accrued expenses		(1,265	)		(37,120	)		(9,534	)
Income taxes payable		187			(7,779	)		(26,431	)
Other liabilities		(11,762	)		3,900			4,752
Net cash provided by operating activities		269,626			222,170			147,336
Cash flows from investing activities:
Additions to property, plant and equipment		(76,487	)		(101,662	)		(110,346	)
Proceeds from sale of property, plant and equipment		162			6,049			3,939
Acquisition of businesses, net of cash acquired		–			–			(1,176,368	)
Purchases of marketable securities		–			–			(1,481,205	)
Proceeds from sale of marketable securities		–			–			1,595,152
Settlement of derivative transactions		(32,332	)		(17,926	)		–
Other		(5,000	)		–			–
Net cash used in investing activities		(113,657	)		(113,539	)		(1,168,828	)
Cash flows from financing activities:
Proceeds from issuance of common stock under stock plans		16,907			49,897			56,218
Issuance of 3.75% convertible senior notes due 2026, net of debt issuance costs		–			–			551,639
Issuance of 5.875% senior notes due 2016, net of debt issuance costs		–			–			309,238
Repayment of Serologicals 4.75% convertible debentures		–			–			(277,313	)
Repayment of 7.5% ten-year unsecured notes		–			(100,000	)		–
Repayments of revolver borrowings, net		(85,075	)		(105,610	)		(79,285	)
Other		(1,808	)		2,272			(3,394	)
Net cash (used in) provided by financing activities		(69,976	)		(153,441	)		557,103
Effect of foreign exchange rates on cash and cash equivalents		(6,708	)		3,506			4,818
Net increase (decrease) in cash and cash equivalents		79,285			(41,304	)		(459,571	)
Cash and cash equivalents at beginning of year		36,177			77,481			537,052
Cash and cash equivalents at end of year	$	115,462		$	36,177		$	77,481
Supplemental Disclosure of Cash Flow Information:
Interest paid, net of amounts capitalized	$	53,447		$	72,989		$	30,412
Income taxes paid, net of refunds	$	42,695		$	37,361		$	58,397

The accompanying notes are an integral part of the consolidated financial statements.

  MILLIPORE FORM 10-K 2008 63

Notes to Consolidated Financial Statements

(In thousands, except per share data)

1.  DESCRIPTION OF OPERATIONS

Millipore is a global leader in life science. We provide innovative products and services that help our academic, biotechnology and pharmaceutical customers advance their research, development, and production. They use our products and services to increase their speed and to improve their consistency while saving costs in laboratory applications and in biopharmaceutical manufacturing.

Millipore is organized around two operating divisions. Our Bioscience Division improves laboratory productivity and work flows by providing innovative products and technologies for life science research. Our Bioprocess Division helps pharmaceutical and biotechnology companies develop their manufacturing processes, optimize their manufacturing productivity, and ensure the quality of drugs.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Millipore Corporation and our subsidiaries. We also consolidate variable interest entities for which we are considered the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation.

Translation of Foreign Currencies

Local currencies are the functional currencies of our subsidiaries outside of the United States. The financial statements of these subsidiaries are translated into U.S. dollars in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 52, “Foreign Currency Translation.” Assets and liabilities of foreign subsidiaries are translated at prevailing exchange rates on the balance sheet date. Revenues and expenses are translated at average exchange rates during the period. Elements of shareholders’ equity are translated at historical rates. The resulting translation adjustments are reported as a separate component of other comprehensive income in shareholders’ equity. Exchange gains and losses on foreign currency transactions are included in selling, general and administrative expenses in the consolidated statements of operations.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience, current conditions and various other assumptions that we believe are reasonable under the circumstances. Estimates and assumptions are reviewed on an on-going basis and the effects of revisions are reflected in the consolidated financial statements in the period in which they are determined to be necessary. Actual results could differ from those estimates.

64   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

Cash Equivalents

Cash equivalents, consisting primarily of investments in money market mutual funds, are carried at cost plus accrued interest, which represents fair market value. All cash equivalents are highly liquid investments with original maturities of three months or less.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents in various financial institutions with high credit ratings and, by policy, limit the amount of credit exposure to any one financial institution.

Concentration of credit risk with respect to accounts receivable is limited because of the large number of customers comprising our customer base and the dispersion of those customers across different geographies. No single customer accounted for 10 percent or more of the consolidated accounts receivable as of December 31, 2008 and 2007. We perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain allowances for doubtful accounts based on our analysis of historical losses from uncollectible accounts and risks identified for specific customers who may not be able to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

The following table presents changes in our allowance for doubtful accounts:

	Year ended December 31,
	2008			2007			2006
Balance at beginning of the year	$	3,613		$	3,700		$	2,851
Provisions		1,884			1,361			820
Write-offs		(2,274	)		(1,438	)		(1,761	)
Recoveries		(89	)		(262	)		(77	)
Acquisitions		–			–			1,648
Foreign exchange		(204	)		252			219
Balance at end of year	$	2,930		$	3,613		$	3,700

Inventories

We value our inventories at the lower of market value or actual cost, determined on a first-in, first-out (“FIFO”) basis. We generally rely upon recent usage history, expected future demand, and product expiration dates in estimating the realizable value of our inventories. Finished goods and components determined to be obsolete are written off when such determination is made. In certain cases, such as newly introduced products and overstocked products, expected future demand is considered in establishing inventory write-downs. Raw material and work-in-process inventories are also reviewed for obsolescence based on evaluation of manufacturing plans, expected future demand, alternative use, and market conditions. In situations where we determine that work-in-process inventories cannot be converted into finished goods, the inventories are written down to net realizable value. Should we determine that current levels of write-downs are insufficient, we may record additional inventory write-downs, which would have a negative impact on gross profit. Inventory valuation provisions are not subsequently reversed after they are recorded unless the inventory items are sold.

Our products are made from a wide variety of raw materials that are generally available from alternate sources of supply. However, certain critical raw materials and supplies required for the production of certain principal products are available

  MILLIPORE FORM 10-K 2008 65

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

only from a single supplier as are some products that we distribute. Such raw materials and distributed products cannot be obtained from other sources without significant delay or at all. If such suppliers were to limit or terminate production or otherwise fail to supply these materials for any reason, such failure could have a significant adverse impact on our results of operations. To mitigate such risks, we periodically purchase quantities of some of these critical raw materials in excess of current requirements in anticipation of future manufacturing needs. With sufficient lead time, we would also be able to validate alternate suppliers for each of these critical raw materials. We may increase inventory levels in advance of facility relocations in accordance with our global supply chain initiatives.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense and the costs of significant improvements that extend the life of underlying assets are capitalized. Assets are generally depreciated using the straight-line method. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are eliminated and the related gains or losses are recorded in net income.

We capitalize internal use software development costs. These costs are included in property, plant and equipment as production and other equipment and are amortized on a straight-line basis over the estimated useful lives of the related software, which is generally three years. We capitalize interest costs associated with the construction of certain capital assets.

The estimated useful lives of our depreciable assets are as follows:

Leasehold improvements	Shorter of the life of the improvement or the initial term of the lease
Buildings and improvements	4 to 40 years
Production and other equipment	2 to 30 years

We evaluate the potential impairment of property, plant and equipment whenever events or changes in circumstances indicate that the carrying value of a group of assets may not be recoverable. An impairment loss would be recognized when the carrying amount of the asset group exceeds the estimated undiscounted future cash flows expected to be generated from the use of the asset group and its eventual disposition. The amount of impairment loss to be recorded is measured as the excess of the carrying value of the asset group over its fair value. Fair value is generally determined using a discounted cash flow analysis or market prices for similar assets.

Goodwill and Other Intangible Assets

Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that an impairment may exist. Goodwill is considered impaired when the carrying value of a reporting unit exceeds its estimated fair value. We perform our annual impairment test as of the end of the second fiscal quarter. Our reporting units are our Bioprocess and Bioscience operating segments. We estimate the fair value of our reporting units using a combination of the discounted cash flow method and the cash earnings multiple method. Such fair value estimates are then validated by comparison to our enterprise value. If the carrying value of our reporting units exceeds their estimated fair value, the fair value is allocated to assets and liabilities of the reporting units, including goodwill, to measure the impairment loss. An impairment loss is recognized to the extent that the carrying amount of goodwill exceeds its fair value.

Intangible assets with finite useful lives, including patented and unpatented technology, trade names and trademarks, customer related intangibles, and licenses are amortized over periods ranging from 1.5 to 20 years either on a straight-line basis, or in proportion to the projected economic benefits from the intangible assets. In the event that facts and

66   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

circumstances indicate that the carrying value of intangible assets may be impaired, we perform an evaluation to determine if the carrying value of the assets must be written down.

Derivatives and Financial Instruments

Our earnings and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. We enter into certain derivative financial instruments, when available on a cost-effective basis, to hedge our underlying foreign currency exchange rate exposures. These instruments are managed on a consolidated basis to take advantage of natural offsets and to minimize our net exposures. Derivative financial instruments are not used for speculative purposes.

We account for derivative financial instruments and hedging activities in accordance with SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”). All derivatives are recognized on the consolidated balance sheet at their fair value. Changes in the fair value of derivatives are recognized in earnings or other comprehensive income depending on whether the derivative instrument qualifies for hedge accounting. Changes in the fair value of derivatives that are designated and highly effective as cash flow hedges are recorded in other comprehensive income until earnings are affected by the hedged items. Changes in the fair value of derivatives and financial instruments that are used to hedge our net investments in foreign operations are included as translation adjustments in other comprehensive income. Changes in the fair value of derivatives that do not qualifying for hedge accounting, and the ineffective portion of derivative instruments designated as cash flow hedges, are recorded in selling, general and administrative expenses in the consolidated statement of operations. We formally assess, both at the inception of the hedge and on an ongoing basis, whether the transaction being hedged is probable of occurring and whether the derivatives are highly effective in offsetting changes in the cash flows of the hedged items.

When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, we discontinue hedge accounting prospectively in accordance with SFAS No. 133. Cash flows from derivative financial instruments that are designated as hedges are classified within the same category as the item being hedged on the consolidated statement of cash flows. Cash flows from derivatives that are not designated as hedges and settle in different fiscal periods from the hedged transactions are included in cash flows from investing activities.

Stock-based Compensation

On January 1, 2006, we adopted SFAS No. 123 (Revised 2004), “Share-Based Payment” (“SFAS No. 123(R)”), using the modified prospective method. Under this method, compensation expense is recognized for all awards granted on or after January 1, 2006 as well as for the unvested portion of awards granted before January 1, 2006.

Stock-based compensation expense is estimated as of the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which generally represents the vesting period. We estimate the fair value of our stock options using the Black-Scholes option-pricing model and the fair value of our restricted stock awards and restricted stock units based on the quoted market price of our common stock. We recognize the associated compensation expense on a straight-line basis over the requisite service period, net of estimated forfeitures. Forfeiture rates are estimated based on historical pre-vesting forfeiture history and are updated on a quarterly basis to reflect actual forfeitures of unvested awards and other known events.

Estimating the fair value for stock options for each grant requires judgment, including estimating stock-price volatility, expected term, expected dividends and risk-free interest rates. The expected volatility rates are estimated based on historical volatilities of our common stock over a period of time that approximates the expected term of the options. The

  MILLIPORE FORM 10-K 2008 67

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

expected term represents the average time that options are expected to be outstanding and is estimated based on the historical exercise, post-vesting cancellation, and expiration patterns of our stock options. Expected dividends are estimated based on our current projections. The risk-free interest rate for periods approximating the expected terms of the options is based on the U.S. Treasury yield curve in effect at the time of grant.

Employee Retirement Plans

We sponsor domestic and foreign defined benefit pension and postretirement benefit plans covering employees who meet certain eligibility requirements. Effective December 31, 2006, we adopted the recognition and disclosure provisions of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Retirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS No. 158”). Accordingly, we decreased our other assets by $145; increased our liability for pension benefits by $3,199; and decreased our accumulated other comprehensive income by $2,637, net of deferred taxes of $707, based on the funded status of our plans at December 31, 2006. We now recognize the overfunded or underfunded status of our defined benefit pension and postretirement benefit plans as an asset or liability in our statement of financial position and recognize changes in that funded status in the year in which the changes occur through other comprehensive income. In 2008, we changed the measurement date for one of our foreign pension plans from September 30 to December 31 in accordance with SFAS No. 158 and recorded a reduction to beginning retained earnings amounting to $124. We now use a December 31 measurement date for all of our defined benefit pension and postretirement benefit plans.

Income Taxes

We account for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes” (“SFAS No. 109”). The asset and liability approach under SFAS No. 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of our assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates for the years in which those temporary differences are expected to be recovered or settled. With respect to the unremitted earnings of our foreign subsidiaries, deferred taxes are provided on amounts expected to be repatriated. We record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.

We periodically assess our exposures related to our provisions for income taxes and accrue for contingencies that may result in potential tax obligations under the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,” which we adopted as of January 1, 2007. As a result of the implementation of FIN 48, we recognized an adjustment to retained earnings amounting to $600 which increased the liability for unrecognized income tax benefits. At the adoption date of January 1, 2007 and including the opening adjustment, we had $29,200 of unrecognized tax benefits, of which $21,300 would affect our effective tax rate if recognized. The remaining unrecognized benefits relate to the pre-acquisition periods of Serologicals. Upon the adoption of SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS No.141(R)”), changes in pre-acquisition income tax uncertainties after the acquisition date generally will be recorded as part of income tax expense, including those associated with acquisitions that closed prior to the effective date of SFAS No. 141(R).

We recognize interest and penalties related to uncertain tax positions in income tax expense. At December 31, 2008, we had approximately $400 of accrued interest related to uncertain tax positions.

68   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

Earnings per Share

Basic earnings per share is calculated by dividing the net income for the period by the weighted average number of shares outstanding for the period. Diluted earnings per share is calculated by considering the dilutive effect of common stock equivalents (i.e., outstanding stock options, unvested restricted stock, and unvested restricted stock units) under the treasury stock method as if they were converted into common stock as of the beginning of the period or as of the date of grant, if later.

Contingently issuable shares under our convertible debt agreements will be included in the diluted earnings per share calculation using the treasury stock method when our stock price exceeds the conversion price.

Revenue Recognition

Revenue from the sale of products is recognized when we meet all of the criteria specified in U.S. Securities and Exchange Commission (the “SEC”) Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial Statements.” These criteria include:

n evidence of an arrangement is in place;

n related prices are fixed or determinable;

n delivery or performance has occurred; and

n collection of the resulting receivable is reasonably assured.

Customer purchase orders or sales agreements evidence our sales arrangements. These purchase orders and sales agreements specify both selling prices and quantities, which are the basis for recording sales revenue. Any deviation from this policy requires management review and approval. Trade terms for the majority of our sales contracts indicate that title and risk of loss pass from us to the customer when we ship products from our facilities, which is when revenue is recognized. Revenue is deferred until our products arrive at customers’ facilities in situations where trade terms indicate that title and risk of loss pass from us to the customers upon their receipt of the products. We perform ongoing credit evaluations of our customers and ship products only to customers that satisfy our credit evaluation. We also maintain allowances for doubtful accounts for estimated losses resulting from our customers’ inability to make required payments.

Standard consumable and hardware products account for over 90 percent of our total consolidated revenues and are typically sold with standard terms and conditions. Revenues for these products are generally recognized upon shipment or delivery to the customers. In instances where installation is required for the sale of laboratory water filtration systems products, we generally recognize revenue related to the filtration systems when title passes and recognize revenue related to the installation when installation is complete. The allocation of revenue between the filtration system and the installation is based on relative fair value at the time of sale. In limited cases, our customers may require site acceptance testing for certain customized products built to the customers’ specifications. Revenues on these products are deferred upon shipment and are recognized when site acceptance testing is completed.

Revenue for certain fixed price contracts associated with our Bioprocess Division equipment business is recognized under the percentage of completion method. Revenue is recognized based on the ratio of hours expended to the total estimated hours to complete the construction of the equipment. The cumulative impact of any revisions in estimates of the percentage of completion is reflected in the period in which the changes become known. Losses are accrued when known.

  MILLIPORE FORM 10-K 2008 69

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

Revenue from service arrangements is recognized when the services are provided, or over the contractual period. For laboratory water systems, installation and maintenance service revenues are recognized when the site service visit is completed. For validation testing services, revenue is recognized when the contracted study is completed and accepted by the customer. For sample analysis services, revenue is recognized as each sample analysis is completed. For assay development and assay validation services, revenue is recognized proportionally as contractually defined deliverables are provided to the customer. Revenue related to maintenance and warranty service contracts is recognized ratably over the contractual period or as the services are performed, based on the terms of the arrangement.

We recognize license and royalty revenue when the amounts are determinable and we have fulfilled our obligations under the applicable agreement. This generally occurs when cash payments are received or licensed sales are reported to us.

Warranty Costs

We accrue for estimated warranty costs for products at the time of sale. Warranty liabilities are based on estimated future repair costs using historical statistical models and were not material as of December 31, 2008 and 2007.

Research and Development

Research and development costs are expensed as incurred.

Recent Accounting Pronouncements

In June 2007, the Emerging Issues Task Force (the “EITF”) reached a consensus on EITF Issue No. 07-3, “Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities” (“EITF 07-3”). EITF 07-3 requires companies that are involved in research and development activities to defer nonrefundable advance payments for future research and development activities and to recognize those payments as goods and services are delivered. Companies are required to assess on an ongoing basis whether or not the goods or services will be delivered and to expense the nonrefundable advance payments immediately if delivery of such goods or services is determined to be unlikely. EITF 07-3 is effective for new arrangements entered into subsequent to the beginning of our fiscal year 2008. Adoption of EITF 07-3 did not have a material impact on our financial position or results of operations.

In December 2007, the FASB issued (“SFAS No. 141(R)”, which replaces SFAS No. 141, “Business Combinations” (“SFAS No. 141”). SFAS No. 141(R) retains the underlying concepts of SFAS No. 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method. However, SFAS No. 141(R) changes the method of applying the acquisition method in a number of significant aspects: acquisition costs will generally be expensed as incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS No. 141(R) amends SFAS No. 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of SFAS No. 141(R) would also follow the provisions of SFAS No. 141(R). Early adoption of the provisions of SFAS No. 141(R) is not permitted. We do not anticipate that our adoption of SFAS No.141(R) will have a material impact on our consolidated financial statements as a result of our past acquisitions. However, SFAS No.141(R) may give rise to more volatility in our consolidated statement of operations for future acquisitions.

70   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51” (“SFAS No. 160”). This statement is effective for fiscal periods beginning on or after December 15, 2008, with earlier adoption prohibited. This statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the consolidated statement of operations. It also amends certain consolidation procedures for consistency with the requirements of SFAS No. 141(R). This statement also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. The adoption of SFAS No. 160 will not have a significant impact on our financial position or results of operations.

In December 2007, the EITF reached a consensus on Issue No. 07-1, “Accounting for Collaborative Arrangements” (“EITF 07-1”). EITF 07-1 is effective for financial statements issued for fiscal periods beginning after December 15, 2008 and interim periods within those fiscal years, and shall be applied retrospectively to all prior periods presented for all collaborative arrangements existing as of the effective date. EITF 07-1 requires that transactions with third parties (i.e., revenue generated and costs incurred by the partners) should be reported in the appropriate line item in each company’s financial statements pursuant to the guidance in EITF Issue No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent.” EITF 07-1 also includes enhanced disclosure requirements regarding the nature and purpose of the arrangement; rights and obligations under the arrangement; accounting policy; amount and income statement classification of collaboration transactions between the parties; and amounts due from or owed to other participants under the collaborative arrangements. We have concluded that EITF 07-1 will have no impact on our consolidated financial statements upon adoption.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 is intended, through additional qualitative and quantitative disclosures on derivatives, to provide users of financial statements with enhanced understanding of how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for under SFAS No. 133; and how derivative instruments and related hedged items affect an entity’s financial position, results of operations, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early adoption encouraged. We will adopt this standard effective January 1, 2009. We are currently evaluating the disclosure implications of SFAS No. 161.

In May 2008, the FASB issued FASB Staff Position (“FSP”) APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP 14-1”). FSP 14-1 clarifies that convertible debt instruments that may be settled in cash (including partial cash settlement upon conversion) are not addressed by Accounting Principles Board (“APB”) Opinion No. 14, “Accounting for Convertible Debt Issued with Stock Purchase Warrants”. FSP 14-1 requires issuers of such convertible debt instruments to allocate the proceeds to a liability component, issued at a discount, and an equity component. The portion allocated to the equity component would be recorded as a discount on the debt, which would be amortized over the period the convertible debt is expected to be outstanding. FSP 14-1 changes the accounting treatment for our 3.75 percent convertible senior notes that were issued in June 2006. This change in accounting principle will result in increased non-cash interest expense and will impact the presentation of our convertible senior notes in the consolidated financial statements. FSP 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years, and shall be applied retrospectively to all prior periods presented. Upon adoption of the provisions of FSP 14-1, $483,747 of the $565,000 total principal amount of our 3.75 percent convertible senior notes will be allocated to the liability component, which represents

  MILLIPORE FORM 10-K 2008 71

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

the estimated fair value of similar debt instruments without the conversion option as of the date of issuance. The remaining $81,253 will be reclassified as additional paid-in capital, which reflects the value attributable to the conversion feature. This reclassification will create a debt discount of $81,253, which will be amortized as interest expense over the five and one-half year period from June 1, 2006 to December 1, 2011, which represents the expected life of the instrument. Additionally, approximately $1,943 of deferred financing costs capitalized at the time of issuance will be reclassified to equity as equity issuance costs and will not be amortized as interest expense. Upon adoption, we will recognize additional interest expense of $13,684, $12,759, and $7,054 for fiscal years 2008, 2007, and 2006, respectively.

In June 2008, the FASB reached a consensus on EITF Issue No. 07-5, “Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 requires that we apply a two-step approach in evaluating whether an equity-linked financial instrument (or embedded feature) is indexed to our own stock, including evaluating the instrument’s contingent exercise and settlement provisions. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. We are currently evaluating the effects, if any, that EITF 07-5 will have on our consolidated financial statements.

In November 2008, the EITF reached a consensus on Issue No. 08-6, “Equity Method Investment Accounting Considerations” (“EITF 08-6”). EITF 08-6 is effective on a prospective basis in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. EITF 08-6 addresses the impact that SFAS No. 141(R) and SFAS No. 160 might have on the accounting for equity method investments, including how the initial carrying value of an equity method investment should be determined, how it should be tested for impairment, and how changes in classification from equity method to cost method should be treated. We are currently evaluating the impact of EITF 08-6 and anticipate that it will not have a significant impact on our financial position or results of operations.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets.” This FSP amends SFAS No. 132(R), “Employers’ Disclosures about Pensions and Other Postretirement Benefits,” and requires additional disclosures about postretirement benefit plan assets including: description of how investment allocation decisions are made; the major categories of plan assets; the inputs and valuation techniques used to measure the fair value of plan assets; the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period; and significant concentrations of risk within plan assets. This FSP is effective for financial statements issued for fiscal years ending after December 15, 2009. We are currently evaluating the disclosure implications of this FSP.

72   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

3. BUSINESS ACQUISITIONS

Serologicals Corporation

On July 14, 2006, we acquired Serologicals Corporation (“Serologicals”). This acquisition strengthened the market position of our Bioscience Division by increasing its product portfolio into markets such as drug discovery products and services, nuclear function and stem cell research products. The acquisition also facilitated our entrance into the upstream bioprocessing market by gaining a cell culture supplements offering for our Bioprocess division. The total purchase price was $1,474,928 including debt assumed. The acquisition was financed with cash on hand and net proceeds from the issuance of the 3.75 percent senior convertible notes and the 5.875 percent senior notes.

The total Serologicals purchase price is shown below:

Cash paid for common stock	$	1,079,280
Cash paid for stock options, restricted stock, and performance shares		32,191
Cash paid for Serologicals debt at closing		75,954
Direct acquisition costs		10,190
Total cash consideration		1,197,615
Conversion value of 4.75% Serologicals convertible debentures assumed		277,313
Total purchase price, including debt assumed	$	1,474,928

The acquisition purchase price was allocated to net assets acquired and identifiable intangible assets based on their estimated fair values. These fair values were based on management’s estimates and assumptions. The excess purchase price over those assigned values was recorded as goodwill. Goodwill and intangible assets recorded as a result of this acquisition are not deductible for tax purposes. In 2007, we finalized the purchase price allocation for this acquisition and recorded adjustments to increase goodwill by $188, decrease deferred tax liabilities by $811 and increase other liabilities by $999. In 2008, we recorded adjustments to decrease goodwill by $712 for the reversal of excess accrued severance and relocation costs and the related deferred tax asset.

The final Serologicals purchase price was allocated as follows:

	Amount
Cash	$	29,713
Accounts receivable		37,599
Inventories		107,613
Assets held for sale		17,150
Property, plant and equipment		73,683
Other assets		22,886
Identifiable intangible assets:
Customer related intangibles (weighted average useful life of 18 years)		385,100
Patented and unpatented technology (weighted average useful life of 12 years)		49,680
Trademarks and trade names (weighted average useful life of 15 years)		18,600
Total identifiable intangible assets (weighted average useful life of 17 years)		453,380
Goodwill		914,979
4.75% convertible debentures assumed		(277,313	)
Deferred tax liabilities		(113,810	)
Other liabilities		(68,265	)
Total cash consideration	$	1,197,615

  MILLIPORE FORM 10-K 2008 73

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

We paid $277,313 to the holders of the 4.75 percent Serologicals convertible debentures when these holders converted their notes in August 2006.

At the time of acquisition, we committed to a preliminary plan of integration of certain Serologicals activities, which included closure of facilities, the abandonment or redeployment of equipment, and employee terminations. As of July 14, 2006, we recorded severance and relocation cost liabilities amounting to $6,675 and facility closure cost liabilities amounting to $5,877 with corresponding adjustments to goodwill in accordance with EITF Issue No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination” (“EITF 95-3”).

The following table is a summary of these liabilities:

	Severance and Relocation Costs			Other Facility Exit Costs			Total
Balance at July 14, 2006	$	6,675		$	5,877		$	12,552
Payments		(238	)		–			(238	)
Revision of previously recorded costs		(250	)		(651	)		(901	)
Balance at December 31, 2006		6,187			5,226			11,413
Provisions		905			69			974
Payments		(5,401	)		(1,840	)		(7,241	)
Other		66			181			247
Balance at December 31, 2007		1,757			3,636			5,393
Payments		(516	)		(727	)		(1,243	)
Revision of previously recorded costs		(1,153	)		–			(1,153	)
Other		(54	)		–			(54	)
Balance at December 31, 2008	$	34		$	2,909		$	2,943

Amounts accrued for severance and relocation costs were mostly paid in 2007 and 2008. Accruals for facility exit costs are expected to be paid over the remaining lease term for certain idle facilities.

The results of Serologicals’ operations have been included in the consolidated statements of operations since the acquisition date. The following unaudited pro forma financial information presents the combined results of operations of Millipore and Serologicals as if the acquisition had occurred as of the beginning of the periods presented below. The combined results of operations have been adjusted to reflect the amortization of purchased intangible assets and inventory fair value adjustments, additional financing expenses, and other direct costs incurred by Serologicals in connection with the acquisition. The unaudited pro forma financial information is not intended to represent, or be indicative of, our consolidated results of operations that would have been reported had the acquisition been completed as of the dates presented and should not be taken as representative of our future consolidated results of operations.

	2006
Net sales	$	1,385,735
Net income	$	56,199
Basic earnings per share	$	1.06
Diluted earnings per share	$	1.04

Newport Bio Systems, Inc.

On April 27, 2006, we acquired Newport Bio Systems, Inc. (“Newport”), a provider of disposable process containers used in biopharmaceutical production. The acquisition broadened the scope of the process equipment product offerings of our

74   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

Bioprocess Division. The total purchase price was $8,602. The purchase price was allocated to net liabilities acquired of $610, identifiable intangible assets of $3,000, and goodwill of $6,212 based on their estimated fair values at the time of acquisition. Amounts allocated to intangible assets and goodwill are not deductible for income tax purposes.

The results of the acquired operations have been included in the consolidated statements of operations since the acquisition date. Pro forma results of operations have not been presented because such information is not material to our consolidated financial statements.

4.  GOODWILL

The following table presents changes in the carrying amounts of goodwill:

	2008			2007
Balance at beginning of year	$	1,019,581		$	1,014,194
Adjustments for prior year acquisitions		(712	)		188
Effect of foreign exchange rate changes		(14,175	)		5,199
Balance at end of year	$	1,004,694		$	1,019,581

We completed the annual impairment tests in 2008 and 2007 and concluded that our goodwill was not impaired.

5.  INTANGIBLE ASSETS

Identifiable intangible assets consisted of the following:

December 31, 2008	Gross Intangible Assets		Accumulated Amortization			Net Intangible Assets		Estimated Useful Life
Patented and unpatented technologies	$	79,029	$	(38,743	)	$	40,286	5 – 20 years
Trademarks and trade names		41,749		(18,919	)		22,830	5 – 20 years
Customer relationships		402,596		(102,171	)		300,425	15 – 18 years
Licenses and other		13,065		(7,133	)		5,932	1.5 – 20 years
Total	$	536,439	$	(166,966	)	$	369,473

December 31, 2007	Gross Intangible Assets		Accumulated Amortization			Net Intangible Assets		Estimated Useful Life
Patented and unpatented technologies	$	81,134	$	(30,407	)	$	50,727	5 – 20 years
Trademarks and trade names		42,534		(15,810	)		26,724	5 – 20 years
Customer relationships		405,235		(52,886	)		352,349	15 – 18 years
Licenses and other		8,159		(5,851	)		2,308	5 – 10 years
Total	$	537,062	$	(104,954	)	$	432,108

Amortization expense for the years ended December 31, 2008, 2007 and 2006 was $64,480, $59,448 and $16,453, respectively.

  MILLIPORE FORM 10-K 2008 75

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

The estimated aggregate amortization expense for intangible assets owned as of December 31, 2008 for each of the five succeeding years and thereafter is as follows:

2009	$	57,433
2010		51,277
2011		46,126
2012		40,497
2013		34,692
Thereafter		139,448
Total	$	369,473

6.  BASIC AND DILUTED EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share (“EPS”):

	Year ended December 31,
	2008		2007		2006
Numerator:
Net income	$	145,801	$	136,472	$	96,984
Denominator:
Weighted average common shares outstanding for basic EPS		55,128		54,263		53,160
Dilutive effect of stock-based compensation awards		583		765		1,085
Weighted average common shares outstanding for diluted EPS		55,711		55,028		54,245
Earnings per share:
Basic	$	2.64	$	2.52	$	1.82
Diluted	$	2.62	$	2.48	$	1.79

For the years ended December 31, 2008, 2007 and 2006, outstanding stock options amounting to 911 shares, 497 shares and 290 shares, respectively, had exercise prices and assumed proceeds in excess of the average fair market value of our common stock for the related years and were excluded from the calculation of diluted earnings per share because of their antidilutive effect. Antidilutive options could become dilutive in the future. In addition, shares issuable for the conversion premium upon conversion of the 3.75 percent convertible senior notes were excluded from the calculation of diluted earnings per share as of December 31, 2008, 2007 and 2006 because our stock price had not exceeded the conversion price.

7.  INVENTORIES

Inventories, stated at the lower of FIFO cost or market, consisted of the following:

	December 31,
	2008		2007
Raw materials	$	46,699	$	52,011
Work in process		77,638		77,642
Finished goods		135,023		147,702
Total inventories	$	259,360	$	277,355

76   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

8.  PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

	December 31,
	2008			2007
Land	$	20,914		$	21,497
Leasehold improvements		24,046			24,970
Buildings and improvements		339,932			339,793
Production and other equipment		412,263			407,530
Construction in progress		125,766			114,134
		922,921			907,924
Less: accumulated depreciation		(345,511	)		(318,763	)
Property, plant and equipment, net	$	577,410		$	589,161

We capitalize interest costs associated with the construction of certain capital assets. Amounts capitalized in 2008, 2007 and 2006 were $4,340, $3,232 and $3,686, respectively.

Depreciation expense for the years ended December 31, 2008, 2007 and 2006 was $67,805, $64,299 and $55,824, respectively.

In November 2008, we changed our marketing strategy for an idle facility because of continued weakness in the United States real estate market, excess production capacity in the North American biopharmaceutical industry, and the recent distress in the global economy. We analyzed the expected cash flows from different sales scenarios and determined that the net carrying value of the assets was not recoverable. We recorded an impairment loss of $5,793 to adjust the carrying value to the estimated fair value, which is included in selling, general and administrative expenses in the consolidated statement of operations. The fair value was determined based on selling price of comparable assets and discounted over the period of time which we expect it will take to sell the facility and related equipment.

We excluded accrued liabilities of $4,104, $1,182 and $9,139 as non-cash investing activity from the consolidated statements of cash flows in 2008, 2007, and 2006, respectively, related to property, plant and equipment that had not yet been paid as of the end of each year.

9.  ACCRUED EXPENSES

Accrued expenses consisted of the following:

	December 31,
	2008		2007
Deferred revenue	$	17,608	$	15,656
Accrued compensation		85,872		85,247
Other		59,201		64,093
Total	$	162,681	$	164,996

  MILLIPORE FORM 10-K 2008 77

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

10.  DEBT

Short-term debt

Short-term debt at December 31, 2008 and 2007 consisted of borrowings under our operating bank facilities.

We entered into revolving credit agreements with two Japanese banks in December 2008. These credit facilities provide for cumulative borrowings of ¥7,000,000 with an interest rate of TIBOR plus an applicable margin. Interest is payable at the end of an interest period based upon the term of the borrowing. These credit facilities expire in June 2009 and December 2009, respectively, and are subject to annual renewal at terms consistent with the initial agreements. As of December 31, 2008, we had ¥7,000,000, or $77,237, available for borrowing under these credit facilities.

Long-term debt

Our long-term debt consisted of the following:

	December 31,
	2008		2007
Revolving credit facility	$	215,271	$	331,552
3.75% convertible senior notes due 2026		565,000		565,000
5.875% senior notes due 2016, net of discount		348,630		363,491
Total long-term debt	$	1,128,901	$	1,260,043

REVOLVING CREDIT FACILITY

We have an unsecured revolving credit facility (the “Revolver”) that expires in June 2011. The Revolver agreement provides for a domestic revolving credit facility and a foreign credit facility each with a maximum borrowing of €465,000. The combined borrowings at any one time under both revolving credit facilities may not exceed €465,000 in the aggregate. The domestic revolving credit facility includes a €65,000 letter of credit subfacility and a €17,500 swing line subfacility. We may elect to increase the credit facilities by an amount not in excess of €130,000. We may prepay any outstanding borrowings in whole or in part without premium or penalty. As of December 31, 2008 and 2007, outstanding letters of credit were $1,874 and $1,881, respectively.

We recorded $4,489 of deferred financing costs associated with the Revolver agreement and will amortize the costs over the term of the agreement, or five years.

We may choose an interest rate equal to either LIBOR plus an applicable margin or a base rate defined as the higher of the annual rate of the lead bank’s prime rate or the federal funds rate plus 0.50 percentage points for borrowings under the Revolver. Interest is payable quarterly or, if earlier, at the end of an interest period. We are required to pay a commitment fee on unused commitments ranging between 0.0675 percent and 0.60 percent annually, based on the Revolver’s debt rating. As of December 31, 2008, we had €311,081, or $435,079, available for borrowing on the Revolver.

We are required to maintain certain leverage and interest coverage ratios set forth in the Revolver agreement. As of December 31, 2008, we were compliant with all financial covenants. The agreement also includes limitations on our ability to incur additional indebtedness; to merge, consolidate, or sell assets; to create liens; and to make payments in respect of capital stock or subordinated debt, as well as other customary covenants and representations.

78   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

The following table summarizes the financial covenant requirements as of December 31, 2008 and thereafter, and our compliance with these covenants as of December 31, 2008:

Covenant	Requirement	Actual at December 31, 2008
Maximum leverage ratio	3.50:1	2.73:1
Minimum interest coverage ratio	3.50:1	7.05:1

As of December 31, 2008, we borrowed €153,919, or $215,271, under the Revolver. The borrowings were classified as long-term debt because our Revolver agreement expires in June 2011. For the years ended December 31, 2008, 2007 and 2006, the weighted average interest rate for the Revolver was 4.5 percent, 4.8 percent, and 3.3 percent, respectively.

3.75% CONVERTIBLE SENIOR NOTES DUE 2026

In June 2006, we issued $565,000 in aggregate principal amount of convertible senior notes (the “Convertible Notes”) due on June 1, 2026. The Convertible Notes bear interest at 3.75 percent per annum, payable semi-annually in arrears on June 1 and December 1 of each year. Commencing with the six-month period beginning on December 1, 2011, we will accrue contingent interest on the Convertible Notes at the rate of 0.175 percent of the average trading price of the Convertible Notes (“the Contingent Interest feature”), if the average trading price of the Convertible Notes for the five consecutive trading days preceding such six-month periods equals 120 percent or more of the principal amount. The Convertible Notes are senior unsecured obligations and rank equally with all of our existing and future senior unsecured indebtedness. We recorded $13,361 of deferred financing costs associated with the issuance of the Convertible Notes which we are amortizing over 5.5 years.

Holders of the Convertible Notes may convert their notes into cash and, if applicable, shares of our common stock prior to June 1, 2026 under certain conditions. The Convertible Notes may be converted if the closing sale price of our common stock for each of the 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 120 percent of the conversion price in effect on the last trading day of the immediately preceding calendar quarter. The Convertible Notes may also be converted during the five consecutive business days immediately after any five consecutive trading day period in which the average trading price per $1,000 principal amount of the Convertible Notes was equal to or less than 97 percent of the average conversion value of the notes during this period. The Convertible Notes will also be convertible if we make certain distributions on our common stock or engage in certain transactions; if we call the Convertible Notes for redemption; at any time from November 1, 2011 through December 1, 2011; and on or after June 1, 2024. Upon conversion, the Convertible Notes will be convertible into cash for the principal amount and shares of our common stock for the conversion premium, if any, based on an initial conversion rate of 11.0485 shares per $1,000 principal amount (which represents an initial conversion price of approximately $90.51 per share), subject to adjustments.

On or after December 1, 2011, we have the option to redeem the Convertible Notes at a redemption price equal to 100 percent of the principal amount of the notes, plus accrued but unpaid interest (the “Call Option”). On each of December 1, 2011, June 1, 2016 and June 1, 2021, holders of the Convertible Notes have the option to require us to purchase all or a portion of their notes at a purchase price in cash equal to 100 percent of the principal amount of the notes, plus accrued but unpaid interest (the “Put Option”). Holders may also require us to repurchase all or a portion of their notes upon a fundamental change at a repurchase price in cash equal to 100 percent of the principal amount of the notes to be repurchased, plus accrued but unpaid interest.

  MILLIPORE FORM 10-K 2008 79

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

A holder that surrenders the Convertible Notes for conversion in connection with a “make-whole fundamental change” that occurs before December 1, 2011 may in certain circumstances be entitled to an increased conversion rate (the “Make-whole Payment”). However, in lieu of increasing the conversion rate applicable to those Convertible Notes, we may in certain circumstances elect to adjust the conversion rate and the related conversion obligation so that the Convertible Notes will be convertible into shares of the acquiring company’s common stock, except that the principal return due upon conversion will continue to be payable in cash.

Although we are not required to maintain any specified financial ratios under the Convertible Notes agreement, we will be considered in default if we fail to fulfill our conversion or redemption obligations, make required interest payments, provide notice to holders of the Convertible Notes in certain specified circumstances, or cure our default on any indebtedness in the aggregate principal amount of $50,000 or more. If an event of default has occurred and is continuing, the principal amount of the Convertible Notes plus interest thereon may become immediately due and payable. We are currently in compliance with the covenant restrictions.

As of December 31, 2008, the Convertible Notes had a fair market value of $498,613, which was determined from available market prices using current interest rates, non-performance risk and term to maturity.

We evaluated the Convertible Notes agreement for potential embedded derivatives under SFAS No. 133, and related applicable accounting literature, including EITF Issue No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”, and EITF Issue No. 05-4, “The Effect of a Liquidated Damages Clause on a Freestanding Financial Instrument Subject to Issue No. 00-19 (“EITF 05-4”). The conversion feature, the Make-whole Payment, the Put Option of the holder, and our Call Option were determined to not meet the embedded derivative criteria as set forth by SFAS No. 133. Therefore, no fair value has been recorded for these items. The Contingent Interest feature and the conversion feature related to the trading price of the Convertible Notes represent embedded derivatives that require separate recognition of fair value apart from the Convertible Notes under SFAS No. 133. As a result, we are required to separate the value of these items from the Convertible Notes and record a liability on the consolidated balance sheet. As of December 31, 2008, both the Contingent Interest feature and the conversion feature had a nominal fair value.

5.875% SENIOR NOTES DUE 2016

In June 2006, we issued €250,000 in aggregate principal amount of 5.875 percent senior notes (the “Euro Notes”) due in 2016. Interest is payable semi-annually in arrears on June 30 and December 30 of each year. The Euro Notes were issued at 99.611 percent of the principal amount, which resulted in an original issue discount of €973. The Euro Notes are senior unsecured obligations and rank equally with all of our existing and future senior unsecured indebtedness. We recorded $3,321 of deferred financing costs associated with the issuance of the Euro Notes which we are amortizing over 10 years.

Upon the occurrence of any change in control, holders of the Euro Notes may require us to repurchase all of their Euro Notes for a cash price equal to 101 percent of the principal amount, plus accrued and unpaid interest thereon (the holder’s “Put Option”). Before June 30, 2016, we may, at our option, redeem the Euro Notes, in whole or in part, for cash, at a redemption price equal to 100 percent of the principal amount of the Euro Notes we redeem, plus applicable “make-whole” premium (“call options”). In addition, we may redeem our option in whole, but not in part, at a redemption price equal to 100 percent of the principal amount, plus accrued and unpaid interest, upon the occurrence of certain tax events in the United States (“call options”). We evaluated the Euro Notes agreement for potential embedded derivatives under SFAS No. 133 and determined that our call options and the holders’ Put Option do not meet the embedded derivative criteria as set forth by SFAS No. 133.

80   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

The indenture for the Euro Notes places certain restrictions on our ability to create, incur, assume or suffer liens on our manufacturing plants and other principal facilities in the United States and to enter into certain sale-leaseback transactions. We would also be considered in default if we fail to fulfill our redemption obligations, make required interest payments, provide notice to holders of the Euro Notes in certain specified circumstances, or cure our default on any of our indebtedness in the aggregate principal amount of $50,000 or more. If an event of default has occurred and is continuing, the principal amounts of the Euro Notes plus any accrued interest thereon may become immediately due and payable. We are currently in compliance with the covenant restrictions.

As of December 31, 2008, the Euro Notes had a carrying value of $348,630, net of $1,020 of unamortized original issue discount, and a fair market value of $227,273. This fair market value was determined from available market prices using current interest rates, non-performance risk and term to maturity.

11.  INCOME TAXES

Our provisions for income taxes are summarized as follows:

	Year ended December 31,
	2008			2007			2006
U.S. and foreign (loss) income before income taxes:
U.S.	$	(19,743	)	$	(30,621	)	$	(12,564	)
Foreign		197,763			183,044			132,947
Income before income taxes	$	178,020		$	152,423		$	120,383
Domestic and foreign (benefit from) provision for income taxes:
U.S. Federal	$	(14,284	)	$	(22,735	)	$	(8,405	)
Foreign		42,952			35,536			29,796
U.S. State		(11	)		(377	)		71
Total	$	28,657		$	12,424		$	21,462
Current and deferred provision for (benefit from) income taxes:
Current	$	40,891		$	32,979		$	35,700
Deferred		(12,234	)		(20,555	)		(14,238	)
Total	$	28,657		$	12,424		$	21,462

Deferred income taxes represent the tax effects of transactions that are reported in different periods for tax and financial reporting purposes. These amounts consist of the tax effects of temporary differences between the tax and financial reporting balances and tax carryforwards. Pursuant to SFAS No. 109, current and non-current deferred income tax assets and liabilities within the same tax jurisdiction are generally offset for presentation in the consolidated balance sheets.

  MILLIPORE FORM 10-K 2008 81

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

Significant components of our net deferred tax assets and liabilities are as follows:

	December 31,
	2008			2007
Deferred tax assets:
Inventory related transactions	$	44,943		$	49,666
Retirement plans and postretirement benefits		23,701			16,505
Tax credits		55,721			55,578
Net operating loss carryforwards		27,983			46,767
Capitalized research and development costs		10,019			14,076
Intangible assets and goodwill		51,832			46,735
Deferred state tax assets		29,999			30,097
Accrued expenses		16,310			16,502
Other		29,749			22,155
Total deferred tax assets		290,257			298,081
Valuation allowance		(27,963	)		(30,753	)
Total deferred tax assets, net of valuation allowance		262,294			267,328
Deferred tax liabilities:
Purchased intangible assets		134,582			164,647
Other		36,513			27,483
Total deferred tax liabilities		171,095			192,130
Net deferred tax assets	$	91,199		$	75,198

At December 31, 2008, we had gross federal net operating loss carryforwards of approximately $77,874 that will begin to expire in 2025 through 2028. We also have foreign net operating loss carryforwards of approximately $22,050 that will begin to expire in 2009 or can be carried forward indefinitely. These amounts do not include tax benefits associated with tax deductions of $24,638 attributable to our stock plan activities that will be recorded in additional paid in capital when recognized. The amount represents an “excess tax benefit”, as the term is defined in SFAS No. 123(R), which will be recognized as a reduction to accrued income taxes and an addition to additional paid-in capital when it is realized in the tax return. The amount is measured by calculating our tax benefit both “with” and “without” the excess tax deduction.

At December 31, 2008, we have general business credit carryforwards of approximately $12,308 that expire in the years 2009 through 2028. We also had $16,108 of foreign tax credits that expire in years 2014 through 2018. In addition, we have alternative minimum tax credit carryforwards of approximately $9,903, which can be carried forward indefinitely.

Valuation allowances were established for the expiration of federal and state research credits, state investment credit carryforwards, some foreign and state net operating loss carryforwards, and a capital loss carryforward. Although realization is not assured, we believe it is more likely than not that the remainder of deferred tax assets, net of valuation allowances, will be realized. The amount of deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income are reduced. The following table summarizes changes in our valuation allowances:

	Year ended December 31,
	2008			2007			2006
Balance at beginning of the year	$	30,753		$	29,146		$	24,224
Additions		2,961			2,203			5,973
Utilization		(4,413	)		(596	)		(1,051	)
Releases		(1,338	)		—			—
Balance at end of the year	$	27,963		$	30,753		$	29,146

82   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

We provide for U.S. income taxes on the earnings of foreign subsidiaries unless they are considered indefinitely invested outside the U.S. We elected to treat the earnings from Ireland, Sweden and United Kingdom as indefinitely invested outside of the U.S. and we have not recorded deferred income taxes applicable to undistributed earnings of our subsidiaries in these countries. At December 31, 2008, we had $349,473 cumulative earnings outside the United States upon which U.S. income taxes were not provided. If earnings of such foreign subsidiaries were not indefinitely invested, a deferred tax liability of $89,842 would have been required at December 31, 2008.

A summary of the differences between the worldwide effective tax rate and the United States statutory federal income tax rate is as follows:

	Year ended December 31,
	2008		2007		2006
U.S. statutory federal income tax rate	35.0	%	35.0	%	35.0	%
Ireland, Sweden and UK tax rate benefit	(15.9	)	(20.8	)	(16.1	)
State income tax, net of federal income tax benefit	(0.2	)	(0.2	)	0.1
Change in valuation allowance	0.5		0.7		–
Net decrease in tax reserves	(0.2	)	(7.3	)	–
Other	(3.1	)	0.8		(1.2	)
Effective tax rate	16.1	%	8.2	%	17.8	%

Tax exemptions relating to our operations in Ireland are effective through 2010. Currently, Ireland manufacturing operations are subject to a statutory tax rate of 10 percent. After 2010, the Ireland operations will be subject to a statutory tax rate of 12.5 percent.

We are a worldwide business and are subject to tax audits on a regular basis. Significant judgment is required in determining our worldwide provision for income taxes. We periodically assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we record the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit is recognized in the financial statements.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	Year ended December 31,
	2008			2007
Balance at the beginning of the period	$	20,200		$	29,200
Additions based on tax positions related to current year		6,858			5,200
Settlements		(1,080	)		(600	)
Lapse of statute of limitations		(1,620	)		(13,600	)
Balance at the end of the period	$	24,358		$	20,200

At December 31, 2008 and 2007, we had approximately $400 of accrued interest related to uncertain tax positions.

  MILLIPORE FORM 10-K 2008 83

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

We file income tax returns in the United States and multiple foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the world, including such major jurisdictions as France, Ireland, Japan, Sweden, the United Kingdom, and the United States. In 2008, the IRS concluded its examination of years 2004 and 2005. The major taxing jurisdictions in which we operate and the tax years that remain subject to examination are as follows:

France	2005 – 2008
Ireland	2001 – 2008
Japan	2006 – 2008
Sweden	1998 – 2008
United Kingdom	2006 – 2008
United States	2006 – 2008

In 2008 and 2007, we recorded $1,620 and $13,600, respectively, of previously unrecognized tax benefits as a result of completion of tax examinations and statute of limitations closures. Of these amounts, $1,620 and $11,900, respectively, were recorded as a reduction to our 2008 and 2007 provision for income taxes. The remaining $1,700 was recorded as a reduction to goodwill related to our past acquisitions in 2007. At December 31, 2008, we had $24,358 of unrecognized tax benefits, of which $19,158 will affect our effective tax rate when they are recognized. The remaining unrecognized benefits are related to the pre-acquisition periods of Serologicals. Upon our adoption of SFAS No. 141(R) as of January 1, 2009, changes in these income tax uncertainties will also be recorded as part of income tax expense. Over the next 12 months, we may need to record up to $3,000 of previously unrecognized tax benefits in the event of favorable resolution of tax audits and statute of limitations closures.

12.  STOCK PLANS AND STOCK-BASED COMPENSATION

Stock Incentive Plan

On May 8, 2008, our shareholders approved the Millipore Corporation 2008 Stock Incentive Plan (the “2008 Plan”) that governs equity awards to both employees and non-employee directors. The 2008 Plan replaces and supersedes the 1999 Plan, except that awards granted under the 1999 Plan prior to May 8, 2008 remain in effect pursuant to their original terms. Effective May 8, 2008, the 2008 Plan allowed for the issuance of a total of 8,404 shares of common stock which includes 3,300 shares with respect to outstanding awards granted under the 1999 Plan, 1,104 shares which remained available for future awards under the 1999 Plan, and 4,000 shares approved by the shareholders in connection with the approval of the 2008 Plan.

The types of awards permitted under the 2008 Plan have not changed significantly from the 1999 Plan, and include stock options, restricted stock, stock appreciation rights and stock units (including restricted stock units). The exercise price of the stock options may not be less than the fair market value of our common stock at the date of grant. Stock options generally vest over a four-year period and expire no later than ten years from the date of grant. Restricted stock awards represent shares of common stock issued to employees subject to forfeiture if the vesting conditions are not satisfied. Restricted stock units represent the right to receive shares of common stock upon meeting specified vesting requirements. The vesting conditions for our restricted stock awards and restricted stock units are determined by the Board of Directors at the time of grant and may be based on the satisfaction of performance conditions. Restricted stock and restricted stock units, which are awarded at no cost to employees, cannot be sold, assigned, transferred or pledged during the restriction period. The restriction or vesting period ranges from two to four years. In most instances, shares are subject to forfeiture should employment terminate during the restriction period.

84   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

A summary of stock option activities is as follows:

	Shares (in thousands)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Outstanding at December 31, 2005	4,660		$	44.60
Granted	258		$	67.20
Exercised	(1,296	)	$	43.42
Canceled or expired	(123	)	$	45.90
Outstanding at December 31, 2006.	3,499		$	46.66
Granted	299		$	74.71
Exercised	(1,213	)	$	41.12
Canceled or expired	(26	)	$	48.84
Outstanding at December 31, 2007	2,559		$	52.55
Granted	464		$	68.25
Exercised	(395	)	$	47.86
Canceled or expired	(113	)	$	64.02
Outstanding at December 31, 2008	2,515		$	55.66	5.8
Exercisable at December 31, 2006	2,280		$	45.59
Exercisable at December 31, 2007	1,678		$	47.38
Exercisable at December 31, 2008	1,725		$	49.81	4.6

The following table summarizes information about stock options at December 31, 2008:

	Options Outstanding				Options Exercisable
Range of Exercise Price	Outstanding	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Exercisable	Weighted Average Exercise Price
$26.20–$48.72	791	4.4	$	41.84	785	$	41.80
$49.78–$53.90	725	4.5	$	52.17	687	$	52.30
$54.66–$68.05	668	7.8	$	66.66	165	$	64.32
$68.48–$76.76	331	7.9	$	74.17	88	$	74.70
$26.20–$76.76	2,515	5.8	$	55.66	1,725	$	49.81

At December 31, 2008, the total aggregate intrinsic value for options currently exercisable and options outstanding was $7,850 and $7,939, respectively. These values represent the total pre-tax intrinsic value based on our closing common stock price of $51.52 as of December 31, 2008. This intrinsic value represents the value that would have been received by the option holders had option holders exercised all of their options as of that date. Intrinsic value for stock options is defined as the difference between the current market value and the exercise price. The total intrinsic value of options exercised during the years ended December 31, 2008, 2007, and 2006 was $8,483, $42,290 and $32,118, respectively.

  MILLIPORE FORM 10-K 2008 85

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

The following table summarizes the status of unvested restricted stock awards and restricted stock units.

	Shares		Weighted Average Grant-date Fair Value
Unvested January 1, 2006	15		$	55.09
Granted	243		$	66.74
Vested	(3	)	$	63.79
Forfeited	(10	)	$	66.79
Unvested at December 31, 2006	245		$	66.08
Granted	339		$	74.17
Vested	(51	)	$	66.62
Forfeited	(27	)	$	71.14
Unvested at December 31, 2007	506		$	71.17
Granted	406		$	68.04
Vested	(131	)	$	69.56
Forfeited	(67	)	$	70.03
Unvested at December 31, 2008	714		$	69.80

The total fair value of shares of restricted stock and restricted stock units vested during the years ended December 31, 2008, 2007, and 2006 was $8,830, $3,865 and $166, respectively.

Stock-based Compensation Expense

The following table presents stock-based compensation expense included in our consolidated statements of operations:

	Year Ended December 31,
	2008			2007			2006
Stock-based compensation expense in:
Cost of sales	$	3,070		$	2,432		$	1,803
Selling, general and administrative expenses		17,264			11,798			8,860
Research and development expenses		2,679			1,730			1,632
Income before income taxes and minority interest		23,013			15,960			12,295
Provision for income taxes		(7,988	)		(5,025	)		(3,881	)
Net income	$	15,025		$	10,935		$	8,414

The weighted average grant-date fair value of options granted during the years ended December 31, 2008, 2007 and 2006 was $18.04, $25.93 and $25.00 per option, respectively. The weighted average grant-date fair value of restricted stock and restricted stock units awarded during the years ended December 31, 2008, 2007, and 2006 was $68.04, $74.17 and $66.75 per unit, respectively. The fair value of our option grants was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Year ended December 31,
	2008		2007		2006
Risk-free interest rate	2.8	%	4.7	%	4.7	%
Volatility factor	25.0	%	29.5	%	33.0	%
Weighted average expected life (in years)	5		5		5
Dividend rate	0.0	%	0.0	%	0.0	%

86   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

We did not capitalize any stock-based compensation related costs as such capitalizable costs were not material for the year ended December 31, 2008, 2007 and 2006. Unrecognized stock-based compensation expense was $41,412 at December 31, 2008 and is expected to be recognized over an estimated weighted average amortization period of 2.2 years.

Pursuant to requirements in SFAS No. 123(R), we reclassified unearned compensation balance of $290 related to restricted stock awards to additional paid-in capital as of January 1, 2006.

Non-Employee Director Deferred Compensation Agreements

Through 2001, deferred compensation agreements for non-employee directors allowed for deferral of directors’ fees by converting them to deferred compensation phantom stock units based on 100 percent of the fair market value of our common stock on periodic conversion dates. Upon retirement or earlier termination of service from the Board of Directors, the cash equivalent of the phantom stock units will be distributed in annual installments over ten years. We record a compensation adjustment related to the change in the fair market value of stock at the grant date as compared to the current fair market value of the stock. In June 2002, such conversion to phantom stock units was discontinued, and deferred compensation agreements between us and certain non-employee directors thereafter allowed for a cash deferral of directors’ fees. We recorded compensation (benefit) expense related to the change in fair value of phantom stock units of $(620), $260 and $41 in 2008, 2007 and 2006, respectively.

13.  EMPLOYEE BENEFIT PLANS

We sponsor numerous domestic and foreign employee benefit plans. The following is a discussion of our significant plans.

U.S. Employee Savings Plans. The Millipore Corporation Employees’ Participation and Savings Plan (the “Participation and Savings Plan”) is maintained for the benefit of all U.S. employees and comprised both a defined contribution plan (the “Participation Plan”) and an employee §401(K) savings plan (the “Savings Plan”). Our contributions to the Participation Plan were allocated among eligible U.S. employees on the basis of the compensation they received during the year for which the contribution was made. Prior to January 1, 2007, the Savings Plan allowed employees to make certain tax-deferred voluntary contributions upon hire date, on which we would make a 25 percent matching contribution after one year of service or a 50 percent matching contribution after ten years of service for up to 6 percent of the employees’ eligible compensation. In October 2006, our Board of Directors approved amendments to the Participation and Savings Plan, effective January 1, 2007, to discontinue annual employer contributions to eligible employees’ Participation Plan accounts, to allow eligible employees to begin to participate in the Savings Plan without any waiting period, and to increase our 401(k) matching contribution rates, dollar for dollar, up to the first 6 percent of compensation deferred by the employee. Total expense under the Participation and Savings Plan was $9,581, $9,460 and $8,322 in 2008, 2007 and 2006, respectively.

We offer a Supplemental Savings and Retirement Plan for Key Salaried Employees (the “Supplemental Plan”) to certain senior executives. This unfunded plan allows certain salary deferral benefits that would otherwise be lost by reason of restrictions imposed by the Internal Revenue Code limiting the amount of compensation that may be deferred under tax-qualified plans. Amounts deferred are converted into phantom shares of mutual funds selected by the employees and are valued at the closing market prices of those mutual funds. During periods when the market values of the investments increase or decrease, our obligations increase or decrease and we recognize compensation expense or income, respectively. Total (income) or expense recorded under the Supplemental Plan was $(718), $223 and $796 in 2008, 2007 and 2006, respectively.

  MILLIPORE FORM 10-K 2008 87

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

The Millipore Corporation 2000 Deferred Compensation Plan for Senior Management (the “Deferred Compensation Plan”) provides that certain members of senior management may elect to defer a portion of their salary and bonus payments until retirement, termination of employment, or the passage of a period of time (not less than three years). The amounts deferred are invested in certain publicly traded mutual funds. Plan participants are fully vested in their respective account balances at all times. We recognize compensation expense related to our obligations to pay the employee’s deferred compensation in the year such compensation is earned. In subsequent periods, we recognize increases or decreases to compensation expense based on the performance of the underlying investments in the Deferred Compensation Plan. This is offset by corresponding gains and losses in the underlying asset balances, which results in no net impact to the consolidated statements of operations.

U.S. Pension Plans. Our Retirement Plan for Employees of Millipore Corporation (the “U.S. Retirement Plan”) is a defined benefit offset pension plan for all eligible U.S. employees. The U.S. Retirement Plan provides benefits to the extent that assets of the Participation Plan, described above, did not provide guaranteed retirement income levels set forth under the terms of the U.S. Retirement Plan. Guaranteed retirement income levels are determined based on years of service and salary level as integrated with Social Security benefits. Prior to January 1, 2007, employees became eligible under the U.S. Retirement Plan after one year of continuous service and vested after five years of service.

In October 2006, our Board of Directors approved certain amendments to the U.S. Retirement Plan to freeze the U.S. Retirement Plan effective December 31, 2006, after which no benefits will accrue. All participants’ accrued benefits under the U.S. Retirement Plan became fully vested as of December 31, 2006. Eligible participants were also provided a one-time final opportunity in early 2007 to transfer balances from their Participation Plan accounts to the U.S. Retirement Plan for the purpose of purchasing an annuity under the existing terms of the U.S. Retirement Plan. We recorded a curtailment loss of $8,664 in the statement of operations in the 2006 fourth quarter as a result of this amendment.

For purposes of determining the curtailment loss associated with the freeze of the U.S. Retirement Plan and the related one-time opportunity to transfer Participation Plan balances that was offered to employees in 2007, we used an assumption that 17.1 percent of available balances in the Participation Plan would be transferred into the U.S. Retirement Plan. The 17.1 percent assumption was selected based on a review of our actual transfer experience between the plans from 2002 to 2005. Actual transfer experience was analyzed to determine the percentage by age grouping of available Participation Plan balances that were transferred to the U.S. Retirement Plan. These percentages were then applied to projected balances by age grouping as of December 31, 2006 to determine the estimated balances that would be transferred by age grouping. Upon completion of the transfer of Participation Plan balances as of July, 1, 2007, the actual transfers represented 35.1 percent of the final Participation Plan asset balances at that time. The 35.1 percent actual transfer experience had no effect on 2007 expense because the actuarial loss attributable to the actual transfer experience exceeding the 17.1 percent transfer rate assumption is amortized over the average remaining life expectancy of plan participants beginning in 2008. The balances disclosed at December 31, 2007 for benefit obligations and plan assets reflected the impact of the actual transfers from the Participation Plan.

For accounting purposes, we use the projected unit credit method of actuarial valuation to determine the service cost and the projected benefit obligations. The actuarial method for funding purposes was the unit credit method. Our funding policy is to contribute amounts annually to the U.S. Retirement Plan to satisfy the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974 (“ERISA”) plus additional tax deductible amounts as may be advisable under the circumstances. Plan assets are invested primarily in mutual funds that maintain a portfolio of U.S. equity and fixed income securities.

88   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

U.S. Postretirement Benefit Plans. We sponsor unfunded postretirement benefit plans covering all U.S. employees. The plans provide medical and life insurance benefits and are, depending on the plan, either contributory or non-contributory. The accounting for the postretirement benefit plans anticipates future cost-sharing changes that are at our discretion. The postretirement benefit plans include a limitation on our share of costs for recent and future retirees.

In August 2008, we made a number of amendments to our U.S. postretirement benefit plans effective January 1, 2009. These amendments included the elimination of dental and life insurance benefits, medical benefit cost sharing changes for pre-65 retirees, and the elimination of medical coverage for employees who retire after December 31, 2010. We recorded a curtailment gain of $2,733 in the statement of operations in the 2008 third quarter as a result of these amendments.

Foreign Pension Plans. We sponsor defined benefit retirement plans at various foreign subsidiaries. We recognize the periodic pension expense in the statements of operations and the associated liabilities in the balance sheets of these foreign subsidiaries.

The following tables summarize the funded status of the U.S. Retirement Plan, postretirement benefit plans, and significant foreign employee retirement plans and amounts reflected in our consolidated balance sheets. As of December 31, 2008, we used a December 31 measurement date for all of our retirement and postretirement benefit plans.

Obligations and Funded Status

	U.S. Pension Benefits						U.S. Postretirement Benefits						Foreign Pension Benefits
	December 31,						December 31,						December 31,
	2008			2007			2008			2007			2008			2007
Change in benefit obligations:
Benefit obligations at beginning of year	$	65,666		$	37,326		$	8,653		$	10,305		$	40,727		$	39,502
Service cost		50			50			388			605			2,938			2,804
Interest cost		4,329			2,336			380			602			1,923			1,699
Actuarial value of transfers from Participation Plan / Participants’ contributions		–			28,055			280			277			–			–
Foreign exchange effect		–			–			–			–			(1,635	)		2,865
Actuarial loss/(gain)		7,683			54			(182	)		523			(4,097	)		(4,500	)
Benefits paid		(2,718	)		(2,155	)		(708	)		(811	)		(1,099	)		(1,121	)
Plan changes		–			–			(5,685	)		(2,848	)		(1,091	)		–
Settlements		–			–			–			–			–			(478	)
Curtailments					–			–			–			–			(44	)
Benefit obligation at end of year		75,010			65,666			3,126			8,653			37,666			40,727
Change in plan assets:
Fair value of plan assets at beginning of year		46,289			19,373			–			–			24,657			21,209
Actual return on plan assets		(11,726	)		1,193			–			–			(3,412	)		1,411
Company contributions		13,734			1,442			428			534			1,924			2,472
Transfers from Participation Plan and Participants’ contributions		–			26,436			280			277			–			–
Foreign exchange effect		–			–			–			–			(3,011	)		1,164
Benefits paid		(2,718	)		(2,155	)		(708	)		(811	)		(1,099	)		(1,121	)
Settlements		–			–			–			–			–			(478	)
Fair value of plan assets at end of year		45,579			46,289			–			–			19,059			24,657
Funded status at end of year	$	(29,431	)	$	(19,377	)	$	(3,126	)	$	(8,653	)	$	(18,607	)	$	(16,070	)

  MILLIPORE FORM 10-K 2008 89

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

Amounts recognized in the statement of financial position consisted of:

	U.S. Pension Benefits						U.S. Postretirement Benefits						Foreign Pension Benefits
	December 31,						December 31,						December 31,
	2008			2007			2008			2007			2008			2007
Non-current asset	$	–		$	–		$	–		$	–		$	2,060		$	2,618
Current liabilities		–			–			(412	)		(548	)		(177	)		(177	)
Non-current liabilities		(29,431	)		(19,377	)		(2,714	)		(8,105	)		(20,490	)		(18,511	)
Net	$	(29,431	)	$	(19,377	)	$	(3,126	)	$	(8,653	)	$	(18,607	)	$	(16,070	)

Amounts recognized in accumulated other comprehensive income consisted of:

	U.S. Pension Benefits				U.S. Postretirement Benefits						Foreign Pension Benefits
	December 31,				December 31,						December 31,
	2008		2007		2008			2007			2008			2007
Net loss/(gain)	$	38,687	$	16,348	$	(2,277	)	$	(2,223	)	$	2,698		$	1,315
Prior service benefit		–		–		(5,494	)		(2,848	)		(1,121	)		–
Total	$	38,687	$	16,348	$	(7,771	)	$	(5,071	)	$	1,577		$	1,315

The projected benefit obligations are equal to the accumulated benefit obligations under the U.S. Retirement Plan because the plan was frozen effective December 31, 2006 and no additional benefits will accrue.

The accumulated benefit obligations for foreign retirement plans were $30,432 and $31,416 at December 31, 2008 and 2007, respectively. Information for certain foreign retirement plans with an accumulated benefit obligation in excess of plan assets is as follows:

	Foreign Pension Benefits
	December 31,
	2008		2007
Projected benefit obligations	$	22,586	$	22,168
Accumulated benefit obligations	$	18,297	$	16,677
Fair value of plan assets	$	4,270	$	3,776

90   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

Components of net periodic benefit cost and other amounts recognized in other comprehensive income consisted of:

	U.S. Pension Benefits									U.S. Postretirement Benefits									Foreign Pension Benefits
	Year ended December 31,									Year ended December 31,									Year ended December 31,
	2008			2007			2006			2008			2007			2006			2008			2007			2006
Net Periodic Benefit Cost:
Service cost/(benefit)	$	50		$	50		$	(348	)	$	388		$	604		$	425		$	2,748		$	2,805		$	2,480
Interest cost		4,329			2,336			1,420			380			602			548			1,882			1,699			1,361
Expected return on plan assets		(3,991	)		(2,017	)		(1,258	)		–			–			–			(1,680	)		(1,435	)		(1,145	)
Amortization on loss/(gain)		1,060			689			902			(129	)		(77	)		(92	)		12			153			169
Amortization of prior service of cost/(benefit)		–			–			7			(305	)		–			–			(111	)		–			–
Curtailments		–			–			8,664			(2,733	)		–			–			–			–			–
Other		–			–			–			–			–			–			–			36			–
Net periodic benefit cost/(income)		1,448			1,058			9,387			(2,399	)		1,129			881			2,851			3,258			2,865
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income:
Net loss/(gain)		23,400			2,498			3,027			(182	)		523			(554	)		1,001			(4,521	)		5,666
Prior service benefit		–			–			–			(5,685	)		(2,848	)		–			(1,091	)		–			–
Amortization of net (loss)/gain		(1,060	)		(689	)		(902	)		129			77			92			(12	)		(153	)		–
Amortization of prior service (cost)/benefit		–			–			(7	)		305			–			–			111			–			–
Curtailments		–			–			–			2,733			–			–			–			–			–
Other		–			–			–			–			–			–			253			323			–
Total recognized in other comprehensive income		22,340			1,809			2,118			(2,700	)		(2,248	)		(462	)		262			(4,351	)		5,666
Total recognized in net periodic benefit cost and other comprehensive income	$	23,788		$	2,867		$	11,505		$	(5,099	)	$	(1,119	)	$	419		$	3,113		$	(1,093	)	$	8,531

  MILLIPORE FORM 10-K 2008 91

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

The estimated net loss for the U.S. Retirement Plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over 2009 is $1,039. The estimated net gain and prior service benefit for the U.S. postretirement benefit plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over 2009 is $131 and $457, respectively. The estimated net gain (loss) and prior service benefit for the foreign defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over 2009 is $75 and $(152), respectively.

Assumptions

Weighted-average assumptions used to determine benefit obligations are as follows:

	U.S. Pension Benefits				U.S. Postretirement Benefits				Foreign Pension Benefits
	December 31,				December 31,				December 31,
	2008		2007		2008		2007		2008		2007
Discount rate	6.00	%	6.50	%	6.25	%	6.25	%	4.91	%	4.74	%
Rate of compensation increase	N/A		N/A		N/A		N/A		3.51	%	3.00	%

Weighted-average assumptions used to determine net periodic benefit cost are as follows:

	U.S. Pension Benefits				U.S. Postretirement Benefits					Foreign Pension Benefits
	Year ended December 31,				Year ended December 31,					Year ended December 31,
	2008		2007	2006	2008	2007		2006		2008		2007		2006
Discount rate	6.50	%	5.75%	5.50% / 5.75%	6.25% / 6.75%	5.75	%	5.50	%	4.74	%	4.16	%	3.86	%
Expected return on plan assets	8.00	%	8.00%	8.00%	N/A	N/A		N/A		6.95	%	6.41	%	6.29	%
Rate of compensation increase	N/A		N/A	4.00%	N/A	N/A		N/A		3.00	%	3.01	%	2.91	%

Net periodic benefit cost for the U.S. postretirement benefit plans for 2008 was calculated utilizing a discount rate of 6.25 percent for 7 months and 6.75 percent for 5 months because the amendments to the plans in August 2008 triggered a new measurement date under SFAS No. 106. Net periodic benefit cost for the U.S. Retirement Plan for 2006 was calculated utilizing a discount rate of 5.50 percent for 10 months and 5.75 percent for 2 months because the amendments to the U.S. Retirement Plan in October 2006 triggered a new measurement date under SFAS No. 87.

In selecting the expected return on plan assets, we considered the average rate of earnings expected on the funds invested or to be invested to provide for the benefits when they become due. This included considering the asset allocations and the expected returns likely to be earned on these assets over the life of these plans. Our method is consistent with last year.

The discount rates reflect the rates at which amounts that are invested in a portfolio of high-quality debt instruments would provide the future cash flows necessary to pay benefits when they become due.

The rate of compensation increase reflected the expected annual salary increases for the plan participants. Since the U.S. Retirement Plan was frozen at December 31, 2006, our benefit obligations will not be affected by further compensation increases. The rate for our foreign retirement plans was estimated based on historical experience and our current employee compensation strategy.

92   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

Plan assets

The weighted average asset allocations by asset category of our retirement plans were as follows:

	U.S. Pension Benefits				Foreign Pension Benefits
	December 31,				December 31,
	2008		2007		2008		2007
Equity securities	61	%	60	%	62	%	71	%
Debt securities	38	%	40	%	10	%	9	%
Other	1	%	–		28	%	20	%
Total	100	%	100	%	100	%	100	%

The investment policies of our retirement plans include a periodic review of the plans’ investments in various asset classes. The current asset allocation target for our U.S. Retirement Plan is 60 percent equities and 40 percent fixed income. The current weighted average asset allocation target for our foreign retirement plans is 65 percent equities, 12 percent fixed income securities, and 23 percent other investments. Other investments include investments in money market mutual funds and general funds at certain insurance companies.

Assumed healthcare cost trend rates

The following assumptions were used to determine the accumulated postretirement benefit obligations under our postretirement benefit plans at December 31, 2008 and 2007, respectively.

	U.S. Postretirement Benefits
	2008		2007
Healthcare cost trend rate assumed for next year	8.00	%	8.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	5.00	%	5.00	%
Year that the rate reaches the ultimate trend rate	2014		2013

Assumed healthcare cost trend rates could have a significant effect on the amounts reported for postretirement plans. As a result of the amendments made to our U.S. postretirement benefit plans in August 2008, a one-percentage point change in assumed healthcare cost trend rates would not have a significant impact on our service and interest costs or our postretirement benefit obligations.

Cash flows

In 2009, our estimated minimum cash contribution is approximately $1,900 for our U.S. Retirement Plan. We may choose to make an additional discretionary contribution up to $5,000 to increase the funding level of this plan. In 2009, we expect to contribute approximately $400 to our postretirement benefit plans and approximately $2,000 to our foreign retirement plans.

  MILLIPORE FORM 10-K 2008 93

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

Estimated future benefit payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

	U.S. Pension Benefits		U.S. Postretirement Benefits		Foreign Pension Benefits
2009	$	2,944	$	412	$	1,116
2010	$	3,235	$	414	$	971
2011	$	3,497	$	356	$	980
2012	$	3,815	$	322	$	1,539
2013	$	4,103	$	279	$	1,379
2014 – 2018	$	24,209	$	1,210	$	12,807

14.  DERIVATIVE INSTRUMENTS AND HEDGING

The primary purpose of our foreign currency hedging activities is to mitigate the impact of volatility associated with foreign currency transactions. We do not hold derivative instruments for trading or speculative purposes.

Cash Flow Hedges

We utilize foreign currency forward exchange contracts to hedge anticipated intercompany transactions in certain foreign currencies and designate these derivative instruments as cash flow hedges when appropriate. Our forward exchange contracts are primarily short term in nature with maximum contract durations of fifteen months. We enter into forward exchange contracts that match the currency, timing, and notional amount of the underlying forecasted transactions. Therefore, no ineffectiveness resulted or was recorded through the consolidated statement of operations in any of the years presented. At December 31, 2008 and 2007, these forward exchange contracts had aggregate U.S. dollar equivalent notional amounts of $136,468 and $55,152, respectively, and aggregate U.S. dollar equivalent fair values amounting to net losses of $3,555, and $594, respectively. The net gains or losses from these cash flow hedges reported in accumulated other comprehensive income are reclassified to earnings and recorded in net sales in our consolidated statement of operations when the related inventory is sold to third-party customers. The amounts ultimately recognized will vary based on fluctuations of the hedged currencies through the contract maturity dates. In 2008 and 2007, we recorded net realized losses on cash flow hedges of $1,444 and $477, respectively, in our consolidated statement of operations as a reduction to net sales. At December 31, 2008, we had $223 net realized losses in other comprehensive income which will be recognized as a reduction to net sales in the 2009 first quarter.

Net Investment Hedge

We designated our 5.875 percent senior notes, which are denominated in Euro, as a hedge of the foreign currency exposures of our net investment in certain foreign operations. Foreign exchange gains or losses on the hedge, due to remeasurement of the Euro debt to U.S. dollars, are recorded to other comprehensive income as a component of cumulative translation adjustment. During 2008, we recorded a net gain of $15,048 through cumulative translation adjustment. At December 31, 2008 and 2007, the cumulative net loss included in accumulated other comprehensive income was $35,870 and $50,918, respectively.

94   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

Other Derivatives

In addition to cash flow hedges and the net investment hedge, we also enter into foreign currency forward exchange contracts to mitigate the impact of foreign exchange risk related to foreign currency denominated intercompany and external debt, and foreign currency receivable and payable balances. As we do not designate these forward exchange contracts as hedges under SFAS No. 133, both realized and unrealized gains and losses resulting from changes in the fair value of these derivative instruments are recorded through current earnings as selling, general and administrative expenses.

The aggregate U.S. dollar equivalent notional amount of the forward exchange contracts related to foreign currency receivable and payable balances was $303,516, and $243,126 at December 31, 2008, and 2007, respectively. The fair values of these forward exchange contracts were a $4,367 net gain and a $372 net loss at December 31, 2008 and 2007, respectively. Cash paid or received upon settlement of these forward exchange contracts are included in operating activities in the consolidated statement of cash flows.

At December 31, 2007, outstanding forward exchange contracts related to our intercompany and external debt had an aggregate U.S. dollar equivalent notional amount of $291,943 and an aggregate U.S. dollar equivalent fair value of $5,709. These contracts matured in 2008. We recorded realized losses of $32,332, and $17,926 in 2008 and 2007, respectively, related to the maturity of these forward exchange contracts. We also recognized an unrealized loss on outstanding forward exchange contracts of $5,489 in 2007. These derivative losses offset foreign exchange gains on the underlying intercompany and external debt in the consolidated statement of operations. Cash paid upon settlement of these forward exchange contracts are included in investing activities in the consolidated statement of cash flows.

15.  FAIR VALUE MEASUREMENTS

Effective January 1, 2008, we adopted the provisions of SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), for our financial assets and liabilities. We will adopt the provisions of SFAS No. 157 for non-financial assets and liabilities that are measured or recognized at fair value on a non-recurring basis on January 1, 2009, in accordance with the partial deferral of this standard by the Financial Accounting Standards Board (“the FASB”). We are currently evaluating the effects of the provisions of SFAS No. 157 on our non-financial assets and liabilities that are measured or recognized at fair value on a non-recurring basis. SFAS No. 157 defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States of America, and enhances disclosures about fair value measurements. Fair value is defined under SFAS No. 157 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The adoption of SFAS No. 157 had no impact on previously reported results as all of the provisions were adopted prospectively. Subsequent changes in fair value of these financial assets and liabilities are recognized in earnings when they occur, except for derivatives designated as cash flow hedges that are reported in other comprehensive income until the underlying transactions occur.

We also adopted the provisions of SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), effective January 1, 2008. SFAS No. 159 allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities which are not otherwise required to be recorded at fair value on a contract-by-contract basis. We have opted not to apply the fair value option to any of our financial assets or liabilities in the year ended December 31, 2008.

We hold cash equivalents, derivatives, certain other assets, and certain other liabilities that are carried at fair value. We generally determine fair value using a market approach based on quoted prices of identical instruments, when available.

  MILLIPORE FORM 10-K 2008 95

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

When market quotes of identical instruments are not readily accessible or available, we determine fair value based on quoted market prices of similar instruments. Nonperformance risk of counter-parties is considered in determining the fair value of derivative instruments in an asset position, while the impact of our own credit standing is considered in determining the fair value of our obligations.

Our valuation techniques are based on both observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources. Unobservable inputs reflect our assumptions of what a market participant would consider and are not observable in active markets. These two types of inputs create the following fair value hierarchy:

Level 1:	Quoted prices for identical instruments in active markets.
Level 2:	Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3:	Instruments whose significant value drivers are unobservable.

Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2008 are summarized below:

	Level 1		Level 2		Level 3		Balance
Assets
Cash equivalents	$	99,438	$	–	$	–	$	99,438
Derivatives	$	–	$	5,566	$	–	$	5,566
Marketable securities¹	$	912	$	–	$	–	$	912
Liabilities
Derivatives	$	–	$	4,754	$	–	$	4,754
Deferred compensation²	$	6,092	$	–	$	–	$	6,092

1 Relates to investments in marketable securities associated with certain of our non-qualified deferred compensation plans, which are included in Other assets.

2 Relates to our obligations to pay benefits under certain of our non-qualified deferred compensation plans and supplemental savings plan for senior executives, which are included in Other liabilities.

16. COSTS ASSOCIATED WITH EXIT ACTIVITIES

On September 10, 2008, we took actions to optimize the performance of our global supply chain and reduce our cost structure to improve operational efficiency. These actions were partly in response to current market conditions that caused revenue declines in our Bioprocess Division. These actions were also part of our long term strategy to further improve the efficiency of our global supply chain, primarily through consolidation of our manufacturing locations. In total, we expect to incur charges of approximately $29 million related to these activities. We expect to record approximately $13 million for employee separation and retention costs. We expect to record approximately $3 million in lease termination costs at the date we cease to use affected facilities. Other charges consist principally of consulting and facility transition costs of approximately $8 million and non-cash charges for accelerated depreciation of approximately $5 million. We expect to complete these activities by the end of 2010.

96   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

The following table summarizes expected, incurred and remaining costs associated with these actions at December 31, 2008:

	Severance and Retention Costs			Facility Exit and Lease Termination Costs		Accelerated Depreciation			Other Costs			Total
Expected costs	$	12,593		$	3,174	$	5,367		$	8,437		$	29,571
Costs incurred in 2008		(5,656	)		–		(911	)		(2,372	)		(8,939	)
Remaining costs at December 31, 2008	$	6,937		$	3,174	$	4,456		$	6,065		$	20,632

The following table summarizes the accrual balances and utilization by cost type associated with these actions at December 31, 2008:

	Severance and Retention Costs			Facility Exit and Lease Termination Costs		Accelerated Depreciation			Other Costs			Total
Expense	$	5,656		$	–	$	911		$	2,372		$	8,939
Payments/utilization		(911	)		–		(911	)		(2,372	)		(4,194	)
Foreign currency translation		(73	)		–		–			–			(73	)
Balance at December 31, 2008	$	4,672		$	–	$	–		$	–		$	4,672

During 2008, we recorded costs associated with these exit activities in our statement of operations of $7,871, $819, and $249 in cost of sales, selling, general and administrative expenses and research and development expenses, respectively.

We account for costs associated with exit activities in accordance with SFAS No. 112, “Employers’ Accounting for Postemployment Benefits”, SFAS No. 144, “Accounting for the Impairment and Disposal of Long-Lived Assets”, and SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.”

17. COMMITMENTS AND CONTINGENCIES

Leases. We occupy space and use certain equipment under lease arrangements. At December 31, 2008, future minimum rental payments under non-cancelable operating leases with initial terms exceeding one year were as follows:

2009	$	24,388
2010		21,980
2011		19,715
2012		11,419
2013		8,675
Thereafter		21,379
Total minimum future rental payments		107,556
Less: amounts due from subleases		1,622
Total minimum future rental payments less sublease income	$	105,934

Rental expense under these lease arrangements was $30,239, $28,283 and $23,794, in 2008, 2007 and 2006 respectively.

  MILLIPORE FORM 10-K 2008 97

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

Environmental. Our operations are subject to environmental regulation by federal, state, and local authorities in the United States and regulatory authorities with jurisdiction over our foreign operations. We have accrued for the costs of environmental remediation activities and periodically reassess these amounts. We believe that the likelihood of incurring losses materially in excess of amounts accrued is remote.

Other. We have purchase commitments totaling $99,286 at December 31, 2008.

We currently are not a party to any material legal proceeding and have no knowledge of any material legal proceeding contemplated by any governmental authority or third party. We are subject to a number of claims and legal proceedings which, in the opinion of our management, are incidental to our normal business operations. In our opinion, although final settlement of these suits and claims may impact our financial statements in a particular period, they will not, in the aggregate, have a material adverse effect on our financial position, cash flows or results of operations.

Following our decision to consolidate the results of our 40 percent owned Indian Joint-Venture (the “India JV”) in January 2006, we learned as a result of our internal controls procedures that certain payment and commission practices at the India JV raise issues of compliance with the U.S. Foreign Corrupt Practices Act. Promptly upon learning of this, our Audit and Finance Committee engaged outside counsel and commenced an investigation. We have implemented certain corrective actions. We have notified the Securities and Exchange Commission and the Department of Justice of this matter. The operations and financial results of the India JV are not currently, and have not to date been, material to us.

As permitted under Massachusetts law and required by our corporate by-laws, we indemnify our officers and directors for certain events or occurrences while the director or officer is or was serving in such capacity. The maximum potential amount of future payments that could be required under these indemnification obligations is unlimited; however, we have a Directors and Officers liability insurance policy that enables us to recover a portion of any future amounts paid. As there were no known or pending claims, we have not accrued a liability for these agreements as of December 31, 2008.

In the ordinary course of business, we warrant to customers that our products will conform to published or agreed specifications. Generally, the applicable product warranty period is one year from the date of delivery of the product to the customer or of site acceptance, if required. Additionally, we typically provide limited warranties with respect to our services. From time to time, we also make other warranties to customers, including warranties that our products are manufactured in accordance with applicable laws and not in violation of third party rights. We provide for estimated warranty costs at the time of the product sale. We believe our warranty accrual as of December 31, 2008 appropriately reflected the estimated cost of such warranty obligations.

In the ordinary course of business, we agree from time to time to indemnify certain customers against certain third party claims for property damage, bodily injury, personal injury or intellectual property infringement arising from the operation or use of our products. Also, from time to time in agreements with suppliers, licensors and other business partners, we agree to indemnify these partners against certain liabilities arising out of the sale or use of our products. The maximum potential amount of future payments we could be required to make under these indemnification obligations is unlimited; however, we have general and umbrella insurance policies that enable us to recover a portion of any amounts paid. Based on our experience with such indemnification claims, we believe the estimated fair value of these obligations is minimal. Accordingly, we have no liabilities recorded for these agreements as of December 31, 2008.

As part of past acquisitions and divestitures of businesses or assets, we have provided a variety of warranties and indemnifications to the sellers and purchasers that are typical for such transactions. Typically certain of the warranties and the indemnifications expire after a defined period of time following the transaction, but certain warranties and

98   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

indemnifications may survive indefinitely. As of December 31, 2008, no material claims under these warranties or indemnifications are outstanding, and we do not know of any such claims being contemplated.

18. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” establishes standards for reporting information about operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports. It also establishes standards for related disclosures about products and services, geographic areas and major customers. We have evaluated our business activities that are regularly reviewed by the chief operating decision-maker for which separate discrete financial information is available. As a result of this evaluation, we have determined that we have two operating segments as of December 31, 2008, Bioprocess and Bioscience, which are aggregated into one reporting segment.

Our Bioscience Division improves laboratory productivity and work flows by providing innovative products and technologies for life science research. Our Bioprocess Division helps pharmaceutical and biotechnology companies develop their manufacturing processes, optimize their manufacturing productivity, and ensure the quality of drugs. For both operating segments, economic characteristics, production processes, products and services, types and classes of customers, methods of distribution and regulatory environments are similar.

We attribute net sales to different geographic areas on the basis of the location of the customer. Net sales and long-lived assets information by geographic area is as follows:

	Year ended December 31,
	2008		2007		2006
Net Sales
United States	$	528,255	$	560,257	$	488,240
Other Americas		90,909		87,372		76,523
Americas		619,164		647,629		564,763
Europe		683,284		623,032		491,006
Japan		160,117		133,017		117,623
Other Asia/Pacific		139,573		127,877		81,979
Asia/Pacific		299,690		260,894		199,602
Total	$	1,602,138	$	1,531,555	$	1,255,371

	December 31,
	2008		2007
Long-Lived Assets
United States	$	289,149	$	298,816
Other Americas		6,801		7,990
Americas		295,950		306,806
France		74,337		85,076
Ireland		178,324		161,029
Other Europe		20,267		28,444
Europe		272,928		274,549
Asia/Pacific		8,532		7,806
Total	$	577,410	$	589,161

Long-lived assets are net property, plant and equipment attributed to the specific geographic regions.

  MILLIPORE FORM 10-K 2008 99

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

19.  INVESTMENTS IN AFFILIATED COMPANIES

In 2008, we adopted the provisions of FSP FAS 140-4 and FIN 46(R)-8: “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.” This standard requires us to provide additional information about our investments in certain affiliated companies.

We have an equity investment in a South African company that is accounted for using the equity method. During 2008, 2007, and 2006, we recorded $521, $724 and $548 of income, respectively. During 2008, 2007, and 2006 we received dividends totaling $210, $448 and $523, respectively.

In addition, we have an equity investment in the India JV that is engaged in the manufacture and sale of certain types of filtration systems, laboratory water purification systems, accessories, consumables, and services. This entity is used as a channel for our products into the Indian market. This investment was previously accounted for using the equity method. In 2006, we identified this entity as a variable interest entity under FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities.” We concluded that we are the primary beneficiary of this variable interest entity, and must therefore consolidate the entity, due to the existence of an option that allows us to purchase additional interests in the India JV, and our assessment that substantially all of the activities of the India JV involve us or are conducted on our behalf.

We have not made contributions to fund the entity’s operations since our initial capital contribution in 1986. Cash generated through operations and an operating bank facility are the primary sources of financing for the entity. Creditors of the India JV have no recourse against us in the event of non-payment by the India JV.

The India JV contributed approximately less than 2% of our consolidated net sales in 2008. Assets and liabilities of the India JV appearing in our consolidated balance sheet as of December 31, 2008 consisted of the following:

Current assets	$	10,601
Non-current assets		2,941
Total assets	$	13,542
Current liabilities	$	4,081
Non-current liabilities		55
Total liabilities	$	4,136

20.  SUBSEQUENT EVENT

On February 20, 2009, we acquired Guava Technologies, Inc., a provider of easy-to-use, bench top cell analysis systems for $22.6 million, subject to closing adjustments. We paid for the acquisition with available cash on hand.

100   MILLIPORE FORM 10-K 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In thousands, except per share data)

Quarterly Results (Unaudited)

Our quarterly unaudited results are summarized below:

(In thousands, except per share data)	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
2008
Net sales	$	396,204		$	414,176		$	395,005		$	396,753		$	1,602,138
Cost of sales		188,067			184,013			185,835			191,392			749,307
Gross profit		208,137			230,163			209,170			205,361			852,831
Selling, general and administrative expenses		125,502			134,484			123,974			132,769			516,729
Research and development expenses		25,009			26,172			25,421			26,003			102,605
Operating profit		57,626			69,507			59,775			46,589			233,497
Interest income		111			270			213			354			948
Interest expense		(14,796	)		(14,947	)		(13,899	)		(12,783	)		(56,425	)
Income before income taxes and minority interest		42,941			54,830			46,089			34,160			178,020
Provision for income taxes		9,577			13,207			5,710			163			28,657
Minority interest, net of tax		781			1,349			706			726			3,562
Net income	$	32,583		$	40,274		$	39,673		$	33,271		$	145,801
Earnings per share:
Basic	$	0.59		$	0.73		$	0.72		$	0.60		$	2.64
Diluted	$	0.59		$	0.72		$	0.71		$	0.60		$	2.62
Weighted average shares outstanding:
Basic		54,910			55,123			55,205			55,244			55,128
Diluted		55,506			55,693			55,844			55,624			55,711
2007
Net sales	$	371,992		$	383,175		$	371,174		$	405,214		$	1,531,555
Cost of sales		182,129			182,782			169,128			187,053			721,092
Gross profit		189,863			200,393			202,046			218,161			810,463
Selling, general and administrative expenses		122,844			123,060			118,143			122,690			486,737
Research and development expenses		27,464			25,993			26,492			27,050			106,999
Operating profit		39,555			51,340			57,411			68,421			216,727
Interest income		471			299			382			301			1,453
Interest expense		(16,748	)		(16,325	)		(16,542	)		(16,142	)		(65,757	)
Income before income taxes and minority interest		23,278			35,314			41,251			52,580			152,423
(Benefit from) provision for income taxes		(4,350	)		5,869			4,130			6,775			12,424
Minority interest, net of tax		969			1,032			859			667			3,527
Net income	$	26,659		$	28,413		$	36,262		$	45,138		$	136,472
Earnings per share:
Basic	$	0.50		$	0.52		$	0.67		$	0.83		$	2.52
Diluted	$	0.49		$	0.52		$	0.66		$	0.81		$	2.48
Weighted average shares outstanding:
Basic		53,751			54,147			54,472			54,669			54,263
Diluted		54,734			54,910			55,184			55,399			55,028

  MILLIPORE FORM 10-K 2008 101

PART II

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

This item is not applicable.

ITEM 9A.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the fiscal year covered by this report. Based upon that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported in accordance with and within the time periods specified in Securities and Exchange Commission rules and forms.

Management’s Annual Report on Internal Control over Financial Reporting

Management’s annual report on internal control over financial reporting can be found on page 58 of this Form 10-K. The Independent Registered Public Accounting Firm’s report on the effectiveness of our internal control over financial reporting can be found on page 59 of this Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified during the three months ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION.

This item is not applicable.

102   MILLIPORE FORM 10-K 2008

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this item with respect to our directors is incorporated by reference to our definitive Proxy Statement for Millipore’s Annual Meeting of Stockholders scheduled to be held on May 12, 2009 (the “Proxy Statement”) under the caption “MANAGEMENT AND ELECTION OF DIRECTORS”. The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 27, 2009.

The information required by this item with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934, and our Audit and Finance Committee and our Audit Committee Financial Expert(s) is incorporated by reference to the Proxy Statement under the captions “OWNERSHIP OF MILLIPORE COMMON STOCK – Section 16(a) Beneficial Ownership Reporting Compliance”, and “Committees, Meetings and Compensation of Directors; Shareholder Communications with Directors – Audit and Finance Committee”, respectively.

Information required by this item with respect to our executive officers is set forth in Part I of this Form 10-K report under the heading “Supplementary Item. Executive Officers of the Registrant (pursuant to Instruction 3 to Item 401(b) of Regulation S-K)”.

We have adopted a code of ethics that applies to our principal executive officer, our principal financial officer, and our principal accounting officer, as well as to our other employees. This code of ethics consists of our Corporate Compliance Policy, our Employee Code of Conduct and our Rules of Conduct. We have made this code of ethics available on our website, as described under “Other Information” in Item 1 of this Form 10-K report. We also intend to provide disclosure on our website regarding any amendments to our code of ethics, or waivers from our code of ethics as relate to our principal executive officer, principal financial officer or principal accounting officer, or persons performing similar functions, within four days following any such amendments or waivers.

ITEM 11.  EXECUTIVE COMPENSATION.

The information required by this item with respect to executive compensation, compensation committee interlocks and compensation committee report (as furnished information and not filed information) is incorporated by reference to the Proxy Statement under the caption “Executive Compensation” and “Compensation Discussion and Analysis of Executive Compensation”, “Committees, Meetings and Compensation of Directors; Shareholder Communications with Directors – Management Development and Compensation Committee – Compensation Committee Interlocks and Insider Participation” and “Report of the Management Development and Compensation Committee”, respectively.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this item with respect to Securities Authorized for Issuance under Equity Compensation Plans is incorporated by reference to the Proxy Statement under the caption “Equity Compensation Plan Benefit Information”.

The information required by this item with respect to security ownership of certain beneficial owners and management of the Company is incorporated by reference to the Proxy Statement under the captions “Ownership of Millipore Common Stock – Other Principal Holders of Millipore Common Stock” and “Ownership of Millipore Common Stock – Management Ownership of Millipore Common Stock”.

  MILLIPORE FORM 10-K 2008 103

PART III

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this item with respect to certain relationships and related transactions is incorporated by reference to the Proxy Statement under the caption “Certain Relationships and Related Transactions”. The information required by this item with respect to director independence is incorporated by reference to the Proxy Statement under the caption “Corporate Governance – Committees, Meetings and Compensation of Directors; Shareholder Communications with Directors”.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this item is incorporated by reference to the Proxy Statement under the caption “Report of the Audit and Finance Committee”.

104   MILLIPORE FORM 10-K 2008

PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following documents are filed or furnished, or incorporated by reference, as a part of this Report:

1.  FINANCIAL STATEMENTS.

The following Financial Statements are filed as part of this report

Report of Independent Registered Public Accounting Firm	60
Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006	61
Consolidated Balance Sheets at December 31, 2008 and 2007	62
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2008, 2007 and 2006	63
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006	64
Notes to Consolidated Financial Statements	65
Quarterly Results (Unaudited)	102

2.  FINANCIAL STATEMENT SCHEDULES.

No financial statement schedules have been included because they are not applicable or not required under Regulation S-X, or the required information is included in the Company’s Financial Statements.

3.  LIST OF EXHIBITS.

A. The following exhibits are incorporated herein by reference. All referenced Forms 10-K, 10-Q and 8-K are those of Millipore Corporation [Commission File No. 0-1052]:

Reg. S-K Item 601(b) Reference	Document Incorporated	Referenced Document on file with the Commission
2.1	Form of Master Separation and Distribution Agreement between Millipore and Mykrolis Corporation+	Form 10-Q for the quarter ended June 30, 2001
2.2	Form of General Assignment and Assumption Agreement between Millipore and Mykrolis Corporation+	Form 10-Q for the quarter ended June 30, 2001
3(i)	Restated Articles of Organization, as amended May 6, 1996	Form 10-K for year ended December 31, 1996
3(ii)	By Laws, as amended	Form 8-K filed February 14, 2005
4.1	Specimen Stock Certificate	Registration Statement on Form S-3 ASR (No. 333-136451)
4.2	Indenture dated as of June 13, 2006 among Millipore, Wilmington Trust Company and Citibank, N.A.	Form 8-K filed June 16, 2006
4.3	Indenture dated as of June 30, 2006 among Millipore, Citibank, N.A., and Citibank International plc	Form 8-K filed July 6, 2006
10.1.1	Form of letter agreement with directors relating to the deferral of directors fees and conversion into phantom stock units*	Form 10-K for the year ended December 31, 1998
10.1.2	Form of letter agreement with directors relating to the deferral of directors’ cash compensation*	Form 10-K for the year ended December 31, 2002
10.1.3	Form of Amendment dated August 12, 2004 to Deferral Letter Agreement with Directors of Millipore Corporation*	Form 10-K for the year ended December 31, 2004

  MILLIPORE FORM 10-K 2008 105

PART IV

Reg. S-K Item 601(b) Reference	Document Incorporated	Referenced Document on file with the Commission
10.1.4	Form of letter agreement with directors relating to the deferral of directors’ cash compensation*	Form 10-Q for the quarter ended September 27, 2008
10.2.1	Amended and Restated 1999 Stock Option Plan for Non-Employee Directors*	Form 10-Q for the quarter ended June 30, 2003
10.2.2	Amendment dated November 18, 2003 to 1999 Stock Option Plan for Non-Employee Directors*	Form 10-K for the year ended December 31, 2003
10.2.3	Form of Stock Option Grant to Directors under 1999 Stock Option Plan for Non-Employee Directors*	Form 10-K for the year ended December 31, 2004
10.3.1	Amended and Restated 1999 Stock Incentive Plan dated April 26, 2006*	Form 10-Q for the quarter ended April 1, 2006
10.3.2	Form of Stock Option Grant to Executive Officers and other employees under 1999 Stock Incentive Plan*	Form 10-K for the year ended December 31, 2004
10.3.3	Form of Restricted Stock Unit Grant to Executive Officers and other employees under 1999 Stock Incentive Plan*	Form 8-K filed February 21, 2006
10.3.4	Form of Nonqualified Stock Option Grant for Nonemployee Directors under 1999 Stock Incentive Plan*	Form 10-Q for the quarter ended September 30, 2006
10.3.5	Form of Restricted Stock Unit Award Document for Nonemployee Directors under 1999 Stock Incentive Plan*	Form 10-Q for the quarter ended September 30, 2006
10.4.1	Form of Nonqualified Stock Option Grant to Executive Officers under 2008 Stock Incentive Plan*	Form 8-K filed February 13, 2009
10.4.2	Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under 2008 Stock Incentive Plan*	Form 8-K filed February 13, 2009
10.4.3	Form of Nonqualified Stock Option Grant for Nonemployee Directors under 2008 Stock Incentive Plan*	Form 10-Q for the quarter ended September 27, 2008
10.4.4	Form of Restricted Stock Unit Award Document for Nonemployee Directors under 2008 Stock Incentive Plan*	Form 10-Q for the quarter ended September 27, 2008
10.5	Amended and Restated 2000 Deferred Compensation Plan for Senior Management as of January 1, 2008*	Form 8-K filed May 13, 2008
10.6	Millipore Incentive Plan (f/k/a 2000 Management Incentive Plan)*	Form 10-K for the year ended December 31, 2000
10.7.1	Offer Letter to Martin D. Madaus dated October 11, 2004*	Form 10-K for the year ended December 31, 2004
10.7.2	Executive Termination Agreement dated August 8, 2007 between Millipore and Martin D. Madaus*	Form 8-K filed August 18, 2007
10.7.3	Officer Severance Agreement dated August 8, 2007 between Millipore and Martin D. Madaus*	Form 8-K filed August 18, 2007

106   MILLIPORE FORM 10-K 2008

PART IV

Reg. S-K Item 601(b) Reference	Document Incorporated	Referenced Document on file with the Commission
10.7.4	Restricted Stock Agreement dated January 1, 2005 between Millipore and Martin D. Madaus*	Form 10-Q for the quarter ended October 1, 2005
10.8.1	Executive Termination Agreement dated September 13, 2007 between Millipore and Dominique Baly*	Form 8-K filed September 13, 2007
10.8.2	Officer Severance Agreement dated September 13, 2007 between Millipore and Dominique Baly*	Form 8-K filed September 13, 2007
10.8.3	Letter Agreement dated June 10, 2008 between Millipore and Dominique Baly*	Form 8-K filed June 13, 2008
10.9	Management Compensation Changes, Equity Grants, Approval of Payments under the Millipore Incentive Plan and description of 2009 Metrics under the Millipore Incentive Plan*	Form 8-K filed February 13, 2009
10.10.1	Master Patent License Agreement dated as of March 31, 2001 between Millipore and Mykrolis Corporation	Form 10-Q for the quarter ended June 30, 2001
10.10.2	Master Patent Grantback License Agreement dated as of March 31, 2001 between Millipore and Mykrolis Corporation	Form 10-Q for the quarter ended June 30, 2001
10.10.3	Master Trade Secret and Know-How Agreement dated as of March 31, 2001 between Millipore and Mykrolis Corporation	Form 10-Q for the quarter ended June 30, 2001
10.10.4	Tax Sharing Agreement dated as of March 31, 2001 between Millipore and Mykrolis Corporation	Form 10-Q for the quarter ended June 30, 2001
10.11	Net Lease dated August 12, 2002 between Millipore and Getronics Wang Co., LLC, with respect to the Company’s headquarters in Billerica, Massachusetts	Form 10-K for the year ended December 31, 2002
10.12.1	Credit Agreement dated as of December 15, 2005 among Millipore and certain of its subsidiaries, Bank of America, N.A., and certain other lenders and arrangers	Form 8-K filed December 20, 2005
10.12.2	Amendment No. 1 and Consent dated as of June 6, 2006 among Millipore and certain of its subsidiaries, Bank of America, N.A., and certain other lenders and arrangers	Form 8-K filed June 9, 2006
10.12.3	Amendment No. 2 dated as of July 13, 2006 among Millipore and certain of its subsidiaries, Bank of America, N.A., and certain other lenders and arrangers	Form 8-K filed July 18, 2006

+ Millipore Corporation agrees to furnish supplementally to the Commission a copy of any omitted schedule or exhibit to such agreement upon request by the Commission.

* A “management contract or compensatory plan”

  MILLIPORE FORM 10-K 2008 107

PART IV

B.  The following exhibits are filed or furnished herewith:

Reg. S-K Item 601(b) Reference	Documents Filed Herewith
(10)	2008 Stock Incentive Plan*
	Amendment dated December 4, 2008 to Amended and Restated 2000 Deferred Compensation Plan for Senior Management*
	Amended and Restated Supplemental Savings and Retirement Plan for Key Salaried Employees of Millipore Corporation as of January 1, 2009*
	Amendment dated October 22, 2008 to Millipore Incentive Plan*
	Form of Executive Termination Agreement between Millipore and executive officer*
	Form of Officer Severance Agreement between Millipore and executive officer*
(21)	Subsidiaries of Millipore
(23)	Consent of Independent Registered Public Accounting Firm
(24)	Power of Attorney
(31)	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	Documents Furnished Herewith
(32)	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* A “management contract or compensatory plan”

108   MILLIPORE FORM 10-K 2008

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MILLIPORE CORPORATION
Dated: February 27, 2009	By:	/S/    CHARLES F. WAGNER, JR.
		Charles F. Wagner, Jr., Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated.

Signature	Title	Date
/S/    MARTIN D. MADAUS         Martin D. Madaus	Chairman of the Board of Directors, President and Chief Executive Officer	February 27, 2009
/S/    CHARLES F. WAGNER, JR.         Charles F. Wagner, Jr.	Vice President, Chief Financial Officer (Principal Financial Officer)	February 27, 2009
/S/    ANTHONY L. MATTACCHIONE         Anthony L. Mattacchione	Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)	February 27, 2009
/S/    DANIEL BELLUS*         Daniel Bellus	Director	February 27, 2009
/S/    ROBERT C. BISHOP*         Robert C. Bishop	Director	February 27, 2009
/S/    MELVIN D. BOOTH*         Melvin D. Booth	Director	February 27, 2009
/S/    ROLF CLASSON*         Rolf Classon	Director	February 27, 2009
/S/    MAUREEN A. HENDRICKS*         Maureen A. Hendricks	Director	February 27, 2009
/S/    MARK HOFFMAN*         Mark Hoffman	Director	February 27, 2009
/S/    JOHN F. RENO*         John F. Reno	Director	February 27, 2009
/S/    EDWARD M. SCOLNICK*         Edward M. Scolnick	Director	February 27, 2009
/S/    KAREN E. WELKE*         Karen E. Welke	Director	February 27, 2009

*By:	/S/    JEFFREY RUDIN
	Jeffrey Rudin, Attorney-in-Fact

  MILLIPORE FORM 10-K 2008 109

Index to Exhibits

Exhibit No.	Description
10.1	2008 Stock Incentive Plan*
10.2	Amendment dated December 4, 2008 to Amended and Restated 2000 Deferred Compensation Plan for Senior Management*
10.3	Amended and Restated Supplemental Savings and Retirement Plan for Key Salaried Employees of Millipore Corporation as of January 1, 2009*
10.4	Amendment dated October 22, 2008 to Millipore Incentive Plan*
10.5	Form of Executive Termination Agreement between Millipore and executive officer*
10.6	Form of Officer Severance Agreement between Millipore and executive officer*
21.1	Subsidiaries of Millipore
23.1	Consent of Independent Registered Public Accounting Firm
24.1	Power of Attorney
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* A “management contract or compensatory plan”

110   MILLIPORE FORM 10-K 2008

EX-10.1

Exhibit 10.1

MILLIPORE CORPORATION

2008 STOCK INCENTIVE PLAN

1. PURPOSE; HISTORY

The purpose of this 2008 Stock Incentive Plan, as may be amended from time to time (the “Plan”), is to advance the interests of Millipore Corporation (the “Company”) and its subsidiaries (as defined in Section 5 below) by enhancing the ability of the Company to (i) attract and retain employees and other persons who are in a position to make significant contributions to the success of the Company and its subsidiaries; (ii) reward such employees and other persons for such contributions; and (iii) encourage such employees and other persons to take into account the long-term interest of the Company and its subsidiaries through ownership of shares (“Shares”) of the Company’s common stock (“Stock”). This Plan is intended to replace the Millipore Corporation 1999 Stock Incentive Plan, as amended (the “Prior Plan”), which Prior Plan shall be automatically terminated and replaced and superseded by this Plan on the date on which this Plan initially becomes effective, except that any awards granted under the Prior Plan shall remain in effect pursuant to their terms.

The Plan is intended to accomplish these goals by enabling the Company to grant Stock-based and other incentive awards (“Awards”), including Stock options (“Options”), Stock appreciation rights (“SARs”), restricted Stock (“Restricted Stock”), and Stock units (“Stock Units”), all as more fully described below.

2. ADMINISTRATION

The Plan will be administered by the Management Development and Compensation Committee of the Board of Directors of the Company (the “Board”) or by such other committee of the Board as the Board may designate (the Management Development and Compensation Committee or such other committee being herein referred to as the “Committee”). The Committee will determine the recipients of Awards, the times at which Awards will be made and the size and type or types of Awards to be made to each recipient and will set forth in such Awards the terms, conditions and limitations applicable to it. Awards may be made singly, in combination or in tandem. The Committee will have full and exclusive discretionary power to interpret, administer, reconcile any inconsistency in, correct any default in and/or supply any omission in the Plan, to adopt rules, regulations and guidelines relating to the Plan, to grant waivers of Plan restrictions and to make all of the determinations necessary for its administration. In the case of any Award intended to be eligible for the performance-based compensation exception under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will exercise its discretion consistent with qualifying the Award for that exception. All determinations and actions of the Committee made or taken under authority granted by any provision of the Plan will be conclusive and binding on all parties. Nothing in this paragraph shall be construed as limiting the power of the Committee or the Board to make adjustments under Section 11 or Section 15 or to amend or terminate the Plan under Section 16. Notwithstanding the above and anything else in this Plan to the contrary, the Board will administer the Plan insofar as it relates to Awards to non-employee directors of the Company and will perform the same functions and have the same authority as described above as they may relate to Awards to non-employee directors of the Company. Each Award shall be evidenced by a written award agreement, contract or other document evidencing the grant of such Award (an “Award Agreement”), which may, but need not, require execution or acknowledgement by the Participant (as defined in Section 5 below).

3. EFFECTIVE DATE AND TERM OF PLAN

The Plan shall be effective on May 8, 2008. The Plan will terminate on May 8, 2018, subject to earlier termination by the Board pursuant to Section 16. No Award may be granted under the Plan after the termination date of the Plan, but Awards previously granted may extend beyond that date.

4. SHARES SUBJECT TO THE PLAN

Subject to adjustment as provided in Section 11 below, the following Share maximums shall apply in administering the Plan:

(i) The maximum aggregate number of Shares that may be delivered under the Plan shall be equal to (A) 4,000,000 plus (B) any Shares that remain available under the Prior Plan, including Shares with respect to Awards granted under the Prior Plan that are forfeited following the date that the Plan is approved by the Company’s shareholders, of which 4,000,000 Shares may be granted as ISOs (as defined in Section 7(a) below).

(ii) The maximum number of Shares for which Awards may be granted to any Participant (as defined in Section 5 below) in any calendar year under the Plan shall be 1,000,000. With respect to Awards that are settled in cash based on the Fair Market Value (as defined in Section 7(c) below) of a Share, the maximum aggregate amount of cash that may be paid pursuant to such Awards granted to any Participant in any calendar year of the Company under the Plan shall be equal to the per Share Fair Market Value as of the relevant vesting, payment or settlement date multiplied by the number of Shares described in the immediately preceding sentence.

(iii) Each Share with respect to which an Option is granted under the Plan shall reduce the number of Shares available for delivery under the Plan by one (1). Each Share with respect to which a Stock-settled SAR is granted under the Plan shall reduce the number of Shares available for delivery under the Plan by one (1), regardless of the number of Shares actually delivered upon settlement of such Stock-settled SAR. Each Share with respect to which any other Stock-settled Award is granted under the Plan shall reduce the number of Shares available for delivery under the Plan by two and eighteen hundredths (2.18).

If any Award is canceled, forfeited, expires or terminates without the issuance of all Shares subject thereto, or is settled in cash, the number of Shares subject to such Award that were not issued with respect to such Award will not be treated as issued hereunder for purposes of reducing the aggregate number of Shares available (as determined under (i) and (iii) above) and will be available for future Awards. Notwithstanding the foregoing, if Shares issued upon exercise, vesting or settlement of an Award, or Shares owned by a Participant, are surrendered or tendered to the Company in payment of the exercise price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered Shares shall not again become available to be delivered pursuant to Awards under the Plan.

Stock delivered under the Plan may be either authorized but unissued Stock or Shares purchased in the open market or otherwise. No fractional Shares will be delivered under the Plan and the Committee shall determine the manner in which fractional share value will be treated.

5. ELIGIBILITY AND PARTICIPATION

Those eligible to receive Awards under the Plan (“Participants”) will be key persons in the employ of the Company or any of its subsidiaries (“Employees”), non-employee directors and consultants of the Company and its subsidiaries who, in the opinion of the Committee, are in a position to make a significant contribution to the success of the Company or its subsidiaries. A “subsidiary” for purposes of the Plan will be an entity in which the Company owns, directly or indirectly, stock possessing 50% or more of the total combined voting power of all classes of stock.

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6. DELEGATION OF AUTHORITY

The Committee may delegate to senior officers of the Company who are also directors of the Company (including, without limitation, the Chief Executive Officer and/or President) its duties under the Plan (except as they relate to Awards to non-employee directors of the Company) subject to such conditions and limitations as the Committee may prescribe, except that only the Committee may designate and make grants to Participants (i) who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (ii) whose compensation is intended to qualify as “qualified performance based compensation” under Section 162(m) of the Code.

7. OPTIONS AND SARS

a. Nature of Options. An Option is an Award entitling the Participant to purchase a specified number of Shares at a specified exercise price. Both “incentive stock options,” as defined in Section 422 of the Code (referred to herein as an “ISO”), and non-incentive stock options may be granted under the Plan. ISOs may be awarded only to Employees.

b. Nature of SARs. A SAR is an Award that entitles a Participant to receive a payment (in stock or cash at Millipore’s discretion) upon exercise equal (i) to the per Share Fair Market Value on the exercise date minus the exercise price at the time of grant multiplied by (ii) the number of Shares with respect to which the SAR is being exercised.

c. Exercise Price. The exercise price of each Option or SAR shall be determined by the Committee but shall not be less than 100% of the Fair Market Value of a Share at the time of grant; provided, that, in no case shall the exercise price of an Option or SAR be less, in the case of an original issue of authorized Stock, than the par value of a Share. For purposes of this Plan, “Fair Market Value” shall mean, (A) except as provided below, the closing price of a Share as reported on the New York Stock Exchange on the date of the grant (based on The Wall Street Journal report of composite transactions) or, (B) if the Shares are listed on any other national stock exchange, as reported on the stock exchange composite tape for securities traded on such stock exchange for such date or, with respect to each of clauses (A) and (B), if there were no sales on such date, on the closest preceding date on which there were sales of Shares, or (C) in the event there shall be no public market for the Shares on such date, the fair market value of the Shares as determined in good faith by the Committee.

d. Duration of Options and SARs. In no case shall an Option or SAR be exercisable more than ten years from the date the Option or SAR was granted.

e. Exercise of Options and Conditions. Options or SARs will become exercisable at such time or times, and on and subject to such conditions (including performance conditions), as the Committee may specify. The Committee may at any time and from time to time accelerate the time at which all or any part of the Option or SAR may vest and/or be exercised, regardless of whether such acceleration results in unanticipated tax consequences for the holder of the Award.

f. Payment for and Delivery of Stock. Full payment of the exercise price will be made at the time of the exercise of the Option, in whole or in part. Payment of the exercise price will be made in cash or in such other form as the Committee may approve, including, without limitation, delivery of Shares.

8. RESTRICTED STOCK AND STOCK UNITS

Restricted Stock is an Award consisting of the delivery of Shares that are subject to the requirement that they be forfeited or offered for sale to the Company at a specified price (“forfeited”) if the restrictions or conditions specified with respect to the Award are not satisfied (“vesting conditions”). Restricted Stock may be awarded for no cash consideration, if permitted by applicable law, or for such other consideration as determined by the Committee.

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A Stock Unit is an unfunded and unsecured promise, denominated in Shares, to deliver Stock, or cash measured by the value of Stock, in the future. A Stock Unit as to which the right to receive Stock or cash in the future is subject to vesting conditions is referred to herein as a “Restricted Stock Unit.”

The vesting conditions or other conditions applicable to a Restricted Stock Award or a Stock Unit Award (including a Restricted Stock Unit Award) shall be determined by the Committee in its discretion. The Committee may condition the grant or vesting of a Restricted Stock Award or a Stock Unit Award (including a Restricted Stock Unit Award) on the satisfaction of performance conditions (“Performance Criteria”), each such Award being herein referred to as a “Performance Award.” No Performance Award that is intended to qualify for the performance-based compensation exception under Section 162(m) of the Code (a “162(m) Award”) shall be granted or shall vest, as the case may be, unless the applicable Performance Criteria (i) are pre-established by the Committee in writing no later than 90 days after the commencement of the period to which the Performance Criteria relate (the “Performance Period”) (or at such earlier time as is required to qualify the Award as performance-based under Section 162(m) of the Code), and (ii) consist of an objectively determinable measure of performance relating to any combination of the following (measured absolutely or by reference to an index or indices and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographic basis or in combinations thereof): sales; revenues; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or per Share basis; return on equity, investment, capital or assets; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; Stock price; shareholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups or split-offs; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings. A Performance Criterion and any targets with respect thereto determined by the Committee need not be based upon an increase, a positive or improved result or avoidance of loss. To the extent consistent with the requirements for satisfying the performance-based compensation exception under Section 162(m) of the Code, the Committee may provide in the case of any 162(m) Award that one or more of the Performance Criteria applicable to such Award will be adjusted in an objectively determinable manner to reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the Performance Period. The Committee may, in its sole and plenary discretion, reduce or eliminate the amount of a 162(m) Award earned in a Performance Period, even if applicable Performance Criteria have been satisfied. No 162(m) Award shall be granted or shall vest, as the case may be, unless the applicable requirements set forth in Section 162(m) of the Code and the rules, regulations and guidelines thereunder have been satisfied. Notwithstanding the foregoing, nothing contained in this Section 8 will be deemed in any way to limit or restrict the Company, any of its subsidiaries, or the Committee from granting any Award that is not related to a 162(m) Award to any Participant or from making any award or payment under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

9. TRANSFERS AND TERMINATIONS

a. No Award (other than an Award in the form of an outright transfer of Stock) may be assigned, pledged or transferred other than by will or by the laws of descent and distribution, and during a Participant’s lifetime an Option or SAR will be exercisable only by the Participant or, in the event of a Participant’s incapacity, his or her guardian or legal representative. Notwithstanding the foregoing, with the approval of the Board of non-employee directors (and upon such terms and conditions imposed by the Board), Participants may gift Options (other than ISOs) to immediate family members or family trusts; provided that in no event may any Award (or any rights and obligations thereunder) be transferred to any third party in exchange for value unless such transfer is specifically approved by the Company’s shareholders.

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b. Except as otherwise determined by the Committee or as otherwise provided in the applicable Award Agreement or an employment, retention, consulting or similar agreement between a Participant and the Company or one of its affiliates, the following rules shall apply upon the termination of a Participant’s employment or other service relationship with the Company and its subsidiaries:

(i) In the case of an Employee Participant, the portion of any Option or SAR granted to the Participant under the Plan that was not exercisable at the time of termination shall, except as provided below with respect to termination of a Participant’s employment by reason of “Retirement” (as defined in Section 9(b)(iii) below) or as otherwise provided in Section 15, immediately terminate and the balance of the Option or SAR, if any, shall remain exercisable for the shorter of (i) the 90-day period (or such longer period as provided in Section 15) following termination of employment, and (ii) the number of days for which the Option or SAR would have remained exercisable had the Participant’s employment not terminated; provided, that if the Participant’s employment is terminated for “cause” (as determined by the Committee), all portions of any Options or SARs then held by the Participant shall terminate immediately. Notwithstanding the foregoing, if the Committee so determines in connection with any Option or SAR, special post-termination exercise rules will apply if the Participant’s employment terminates by reason of Retirement. In any such case, each Option and SAR held by the Participant immediately prior to such Retirement shall become exercisable, and to the extent exercisable shall remain exercisable, for the duration of the special post-termination period specified by the Committee (the “Special Exercise Period”), on the same basis as would have applied had the Participant remained an Employee. The Special Exercise Period will begin on the date of termination of employment and end on the date, if any, specified by the Committee, but in no event later than the earlier of (A) the date the Option or SAR would have expired had the Participant actually remained an Employee, or (B) the fifth anniversary of the date of termination of employment.

(ii) In the case of an Employee Participant, except as otherwise determined by the Committee, (A) each unvested Award (other than an Award of Options or SARs) held by the Participant immediately prior to termination of employment shall (i) in the case of Restricted Stock, be immediately forfeited, and (ii) in the case of any Restricted Stock Unit, immediately terminate and expire, and (B) except as otherwise required by Section 409A of the Code, the Shares or cash subject to each Stock Unit Award that is then vested shall be delivered at the same time as they would have been delivered had the Participant remained an Employee; provided, that, if the Participant’s employment terminates by reason of Retirement, any Restricted Stock Unit previously granted to such Participant under the Plan shall become free of any and all restrictions. Notwithstanding the foregoing, if the Participant’s employment is terminated for “cause” (as determined by the Committee), all Restricted Stock and all Stock Units shall immediately be forfeited, expire and terminate.

(iii) For purposes of the Plan, unless otherwise provided in the applicable Award Agreement, “Retirement” shall mean the termination of a Participant’s employment with the Company and its subsidiaries (other than for “cause” (as determined by the Committee)) after the Participant has reached age 62 and has completed at least 10 years of service with the Company and its subsidiaries (as well as with any predecessor to the Company or its subsidiaries, to the extent that the Committee determines that service with such predecessor shall be recognized for this purpose).

(iv) In the case of a non-employee Participant, the treatment of Awards held by the Participant upon termination of his or her service relationship with the Company and its subsidiaries shall be as set forth in the applicable Award Agreement.

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No Award nor any provision of the Plan shall confer upon any Participant any right to continue in the Company’s employ or limit in any way the Company’s right to terminate the Participant’s employment or other service relationship at any time. In no event shall the loss of profit or potential profit in any Award constitute an element of damages in the event of termination of the employment relationship of the Participant, even if the termination is in violation of an obligation of the Company or any of its subsidiaries. Notwithstanding any provision of this Section 9, if an amount payable pursuant to an Award constitutes deferred compensation (within the meaning of Section 409A of the Code) and payment of such amount is intended to be triggered pursuant to Section 409A(a)(i) of the Code by a Participant’s separation from service, such term shall mean that the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code.

10. DEATH OF PARTICIPANT

Except as otherwise provided in Section 15 and except as the Committee may otherwise determine, should a Participant die while in the employ of the Company (or a subsidiary) or within a Special Exercise Period (if applicable), the following rules shall apply: (a) if death occurs during employment, each Option and SAR, to the extent exercisable immediately prior to death, shall be exercisable by the Participant’s estate or by the person or persons designated in the Participant’s last will and testament until the earlier of (i) the first anniversary of death (or such earlier date as the Committee may establish at the time of the grant) and (ii) the date on which the Option or SAR would have expired had the Participant remained in the employ of the Company, and the balance, if any, of such Options and SARs shall immediately expire, and (b) if death occurs during a Special Exercise Period (if applicable), each Option and SAR will remain exercisable during the remainder of such period to the extent it would have been exercisable had the Participant lived.

11. ADJUSTMENTS

a. In the event of a Stock dividend, Stock split or combination of Shares, rights offering, recapitalization or other change in the Company’s capitalization, other distribution to common shareholders other than normal cash dividends, or any other event that constitutes an “equity restructuring” within the meaning of Statement of Financial Accounting Standards No. 123R with respect to Shares, after the effective date of the Plan, the Committee shall, in the manner determined by the Committee, make appropriate adjustments to the aggregate and other limits specified under Section 4 above.

b. In any event referred to in paragraph (a), the Committee shall, in order to preserve the value of outstanding Awards and in the manner determined by the Committee, make appropriate adjustments to the number and kind of Shares or securities subject to Awards then outstanding or subsequently granted, any exercise prices relating to Awards and any other provision of Awards affected by such change. The Committee may also make such adjustments to take into account material changes in law or in accounting practices or principles, mergers, consolidations, acquisitions, dispositions or similar corporate transactions, or any other event, if it is determined by the Committee that adjustments are appropriate to avoid distortion in the operation of the Plan.

12. RIGHTS AS A SHAREHOLDER

Except as specifically provided by the Plan, the receipt of an Award, other than an Award of Restricted Stock, will not give a Participant rights as a shareholder; the Participant will obtain such rights, subject to any limitations imposed by the Plan or the instrument evidencing the Award, upon actual receipt of Shares.

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13. CONDITIONS ON DELIVERY OF STOCK

The Company will not be obligated to deliver any Shares pursuant to the Plan or to remove any restrictions or legends from Shares previously delivered under the Plan until (a) all applicable federal and state laws and regulations have been complied with, (b) if the outstanding Shares are at the time listed on any stock exchange, the Shares to be delivered have been listed or authorized to be listed on such exchange upon official notice of notice of issuance and (c) all other legal matters in connection with the issuance and delivery of such Shares have been satisfied. If the sale of Shares has not been registered under the Securities Act, the Company may require, as a condition to exercise of the Award, such representations and agreements as counsel for the Company may consider appropriate to avoid violation of such Act and may require that the certificates evidencing such Shares bear an appropriate legend restricting transfer.

If an Award is exercised by the Participant’s legal representative, the Company will be under no obligation to deliver Shares pursuant to such exercise until the Company is satisfied as to the authority of such representative.

14. TAX WITHHOLDING

The Company will have the right to deduct from any cash or Shares deliverable under the Plan any federal, state, local and foreign income and employment taxes that are required to be withheld and further to condition the obligation to deliver or vest Shares under this Plan upon the Participant’s paying the Company such amount as it may request to satisfy any liability for applicable withholding taxes. The Committee may in its discretion permit Participants to satisfy all or part of their withholding liability (but not in excess of the minimum withholding required by law) by delivery of Shares with a Fair Market Value equal to such liability or by having the Company withhold from Stock delivered upon exercise or vesting of an Award, Shares whose Fair Market Value is equal to such liability.

15. CHANGE OF CONTROL

a. For purposes of this Plan, unless otherwise provided in the applicable Award Agreement, “Change of Control” shall mean the occurrence of any one of the following events:

(1) any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (1) shall not be deemed to be a Change of Control if such event results from any of the following: (i) the acquisition of Company Voting Securities by the Company or any of its subsidiaries, (ii) the acquisition of Company Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, (iii) the acquisition of Company Voting Securities by any underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) the acquisition of Company Voting Securities pursuant to a Non-Qualifying Transaction (as defined in subparagraph (3) below);

(2) individuals who, as of the date hereof, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof, whose appointment, election or nomination for election was approved (either by a specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for director, without written objection to such nomination) by a vote of at least two-thirds of the directors who were, as of the date of such approval, Incumbent Directors, shall be an Incumbent Director; provided, however, that no individual initially appointed, elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of non-employee directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be an Incumbent Director;

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(3) the consummation of (i) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (A) the Company or (B) any of its wholly owned subsidiaries pursuant to which, in the case of this clause (B), Company Voting Securities are issued or issuable (any event described in the immediately preceding clauses (A) or (B), a “Reorganization”) or (ii) the sale or other disposition of all or substantially all of the assets of the Company to an entity that is not an affiliate of the Company (a “Sale”), unless immediately following such Reorganization or Sale: (1) all or substantially all the individuals and entities who were the “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act (or a successor rule thereto)) of Company Voting Securities beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of (x) the entity resulting from such Reorganization, or the entity which has acquired all or substantially all of the assets of the Company in such Sale (in either case, the “Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the total voting power (in respect of the election of non-employee directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”), in substantially the same proportions as their ownership, immediately prior to the consummation of such Reorganization or Sale, of the outstanding Company Voting Securities (excluding any outstanding voting securities of the Surviving Entity or Parent Entity that such beneficial owners hold immediately following the consummation of such Reorganization or Sale as a result of their ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than the Company or a subsidiary), (2) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity or the Parent Entity) is or becomes the beneficial owner, directly or indirectly, of 30% or more of the total voting power (in respect of the election of non-employee directors, or similar officials in the case of an entity other than a corporation) of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (3) at least a majority of the members of the board of directors (or similar officials in the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement providing for such Reorganization or Sale, Incumbent Directors (any Reorganization or Sale which satisfies all of the criteria specified in (1), (2) and (3) above shall be deemed to be a “Non-Qualifying Transaction”); or

(4) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, if any person becomes the beneficial owner of 30% or more of the combined voting power of Company Voting Securities solely as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding, such increased amount shall be deemed not to result in a Change of Control; provided, however, that if such person subsequently becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change of Control shall then be deemed to occur.

b. Unless otherwise provided in the terms of the applicable Award Agreement, immediately prior to a Change of Control or at such earlier time as the Committee may determine to effectuate the purposes of the Plan, each outstanding Option and SAR shall become fully vested and immediately exercisable, each outstanding share of Restricted Stock and each outstanding Restricted Stock Unit shall immediately become free of all restrictions and conditions, and the Stock or cash subject to each Stock Unit shall be

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immediately delivered to the holder thereof. In addition, with respect to Options and SARs, the Committee may provide for any one or more of the following actions (or such other actions it deems appropriate) in its sole discretion:

(i) each holder of an outstanding Option or SAR shall be given (A) written notice of the occurrence of the Change of Control at least 20 days prior to its proposed effective date (as specified in such notice) and (B) an opportunity during the period commencing with delivery of such notice and ending on or prior to such proposed effective date, to exercise the Option or SAR in full, provided that, upon the Change of Control, all Options and SARs, to the extent not so exercised, shall automatically terminate; or

(ii) each holder of an outstanding Option or SAR shall, upon the Change of Control, become entitled to receive a cash lump sum payment in an amount equal to the product of (A) the excess, if any, of (i) the amount of consideration per Share received by the holders of Stock in the Change of Control over (ii) the exercise price per Share of such Option or SAR multiplied by (B) the number of Shares subject to such Option or SAR, and such Option or SAR shall be canceled upon the Change of Control; or

(iii) either the Surviving Entity or the Parent Entity, as the case may be (the “New Grantor”) shall provide to each holder of an outstanding Option or SAR, upon the Change of Control, in exchange for the cancellation of such Option or SAR, a substitute or replacement option or stock appreciation right in respect of the common stock of such New Grantor (the “New Option”), with appropriate adjustments to the exercise price and number of shares of New Grantor common stock issuable upon the exercise of the New Option as deemed appropriate by the Committee (and which, in the case of ISOs, are necessary to ensure that the New Option also qualifies as an ISO). The New Option (i) shall be fully vested and immediately exercisable, (ii) shall, in the event the employment with the Company or the New Grantor (and its or their subsidiaries and affiliates) of the holder of such New Option is terminated during the two-year period immediately following the Change of Control, remain exercisable for the remainder of the originally scheduled term of the original Option or SAR and (iii) shall otherwise be subject to the same terms and conditions as were applicable to the original Option or SAR, except as may otherwise be agreed by the Committee prior to the Change of Control.

Notwithstanding any provision of this Section 15, unless otherwise provided in the applicable Award Agreement, if any amount payable pursuant to an Award constitutes deferred compensation (within the meaning of Section 409A of the Code), in the event of a Change of Control, any unvested but outstanding Awards shall automatically vest as of the date of such Change of Control and shall not be subject to the forfeiture restrictions following such Change of Control; provided that, in the event that such Change of Control does not qualify as an event described in Section 409A(a)(2)(A)(v) of the Code, such Awards (and any other Awards that constitute deferred compensation that vested prior to the date of such Change of Control but are outstanding as of such date) shall not be settled until the earliest permissible payment event under Section 409A of the Code following such Change of Control.

c. In the event of (i) a consolidation, merger, or similar transaction or series of related transactions, including a sale or other disposition of Stock, in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the then outstanding Stock by a single person or entity or by a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the Company’s assets, or (iii) a dissolution or liquidation of the Company, in each case other than any such transaction that constitutes a Change of Control, the Committee may, by vote of a majority of the members of the Committee who are Incumbent Directors, make such provision for outstanding Awards (including the termination of such Awards, the assumption of Awards, or the substitution of replacement awards) as it deems appropriate.

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16. AMENDMENTS AND TERMINATION

The Committee will have the authority to make such amendments to any terms and conditions applicable to outstanding Awards as are consistent with the Plan provided that, except for adjustments under Section 11 and Section 15 hereof, no such action will modify such Award in a manner adverse to the Participant without the Participant’s consent (or that of the Participant’s permitted transferee in the case of an Award that has been transferred in accordance with the terms of this Plan and such Award), except as such modification is provided for or contemplated in the terms of the Award. Notwithstanding the preceding sentence or any other provision of the Plan, in no event may any Option or SAR (i) be amended to decrease the exercise price thereof, (ii) be cancelled at a time when its exercise price exceeds the Fair Market Value of the underlying Shares in exchange for another Option or SAR or any Restricted Stock, Stock Unit, other equity-based Award, award under any other equity-compensation plan or any cash payment or (iii) be subject to any action that would be treated, for accounting purposes, as a “repricing” of such Option or SAR, unless such amendment, cancellation, or action is approved by the Company’s shareholders, it being understood that an adjustment to the exercise price of an Option or SAR that is made in accordance with Section 11 or Section 15(b) shall not be considered a reduction in exercise price or “repricing” of such Option or SAR.

Subject to applicable law, the Board may amend, suspend or terminate the Plan except that no such action may be taken, without shareholder approval, if such action would (i) increase the maximum aggregate number of Shares that may be delivered under the Plan; provided that any adjustment under Section 11 shall not constitute an increase for purposes of this Section 16, (ii) change the class of employees or other individuals eligible to participate in the Plan or (iii) effectuate any change for which shareholder approval is required pursuant to Section 16 of the Exchange Act, Section 162(m) of the Code or the rules of the New York Stock Exchange (or if the Shares are listed on any other national stock exchange, the rules of such stock exchange).

17. MISCELLANEOUS

This Plan shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts without giving effect to the principles of conflict of laws thereof.

18. FOREIGN EMPLOYEES AND FOREIGN LAW CONSIDERATIONS

The Committee may grant Awards to Participants who are foreign nationals, who reside outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan and comply with such legal or regulatory provisions, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or sub-plans as may be necessary or advisable to comply with such legal or regulatory provisions (including to avoid triggering a public offering or to maximize tax efficiency).

19. SECTION 409A

a. It is intended that the provisions of the Plan comply with Section 409A of the Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code.

b. No Participant or the creditors or beneficiaries of a Participant shall have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under the Plan to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation

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(within the meaning of Section 409A of the Code) payable to any Participant or for the benefit of any Participant under the Plan may not be reduced by, or offset against, any amount owing by any such Participant to the Company or any of its affiliates.

c. If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) such Participant shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable pursuant to an Award constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it on the first business day after such six-month period. Except as otherwise determined by the Committee in its sole discretion or as set forth in any applicable Award Agreement or an employment, retention, consulting or similar agreement between a Participant and the Company or one of its affiliates, such amount shall be paid without interest.

d. Notwithstanding any provision of the Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to any Award as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such Participant or for such Participant’s account in connection with an Award (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold such Participant harmless from any or all of such taxes or penalties.

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EX-10.2

Exhibit 10.2

AMENDMENT TO THE MILLIPORE CORPORATION

2000 DEFERRED COMPENSATION PLAN FOR SENIOR MANAGEMENT

(As Amended and Restated Effective January 1, 2008)

WHEREAS Millipore Corporation (the “Company”) maintains the Millipore Corporation 2000 Deferred Compensation Plan for Senior Management (as amended and restated effective January 1, 2008) (the “Plan”);

WHEREAS, pursuant to Section 8.1 of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan, subject to certain exceptions not relevant hereto;

WHEREAS, the Company wishes to amend the Plan to provide for de minis cash out of benefits under the Plan in specified circumstances up to an annual limit, which shall be less than the applicable dollar amount under Section 402(g)(1)(B) of the Internal Revenue Code;

WHEREAS, the Board has considered the proposed amendment and wishes to adopt the amendment;

NOW, THEREFORE, the Plan is hereby amended, effective on the date hereof, as follows:

1. The second sentence of Section 6.4 is hereby amended, to read in its entirety as follows:

“An installment payment election shall not be effective as to his or her Account if, at the time installment payments are to commence, the value of the Participant’s Account, when combined with any amounts payable to the Participant pursuant to any other nonqualified deferred compensation plan that would be required to be aggregated with the Plan for purposes of Section 1.409A-1(c)(2) of the Treasury Regulations, is less than the applicable dollar amount under Section 402(g)(1)(B) of the Code, in which case such Account shall be paid (consistent with the cashout rules under Section 409A) in the form of a single lump sum cash payment as soon as administratively practicable, but in no event later than ninety (90) days after the date on which payment would have commenced.”

2. Full Force and Effect. Except as expressly amended hereby, the Plan shall continue in full force and effect in accordance with the terms thereof.

3. Governing Law. The validity, interpretation, construction, performance and enforcement of these amendments shall be governed by the laws of the Commonwealth of Massachusetts without giving effect to the principles of conflict of laws thereof.

IN WITNESS THEREOF, the Company has caused this amendment to be executed this 4th day of December, 2008.

MILLIPORE CORPORATION
By:	/s/ Jeffrey Rudin
	Jeffrey Rudin
	Vice President, General Counsel

EX-10.3

Exhibit 10.3

SUPPLEMENTAL SAVINGS AND RETIREMENT PLAN

FOR KEY SALARIED EMPLOYEES OF

MILLIPORE CORPORATION

(Amended and Restated Effective January 1, 2009)

INTRODUCTION

Millipore Corporation established the Supplemental Savings and Retirement Plan for Key Salaried Employees of Millipore Corporation (the “Supplemental Plan”) effective January 1, 1985 for the following purposes:

1. To allow (a) certain key salaried employees designated by the Board of Directors of Millipore Corporation (the “Board”) and (b) certain key salaried employees other than corporate officers holding an office of vice president and designated by the Chief Executive Officer, to receive benefits directly from Millipore Corporation equal to the benefits such employees would be entitled to receive under the terms of the Retirement Plan for Employees of Millipore Corporation (the “Retirement Plan”) and from the Millipore Corporation Employees’ Participation and Savings Plan (the “Savings Plan”) if the benefits payable from the Retirement Plan and the Savings Plan were not limited by the provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

2. To provide supplemental deferral and matching contribution opportunities to certain key salaried employees.

The Supplemental Plan is hereby amended and restated effective January 1, 2009. Benefits under the Supplemental Plan that commenced to be paid prior to January 1, 2009 shall be governed by the terms of the Supplemental Plan as in effect at the time payment commenced.

The Supplemental Plan is intended to comply with, and shall be construed so as to provide for deferrals and benefits that are consistent with the requirements of, Section 409A of the Code (together with the Treasury Regulations and other applicable guidance thereunder, “Section 409A”). The Administrative Committee may authorize changes to time and form of payment elections but only to the extent consistent with the transition rules, and during the transition relief period, provided under Section 409A.

SECTION 1. SUPPLEMENTAL RETIREMENT PLAN BENEFITS

1.1. A key salaried employee (a) designated by the Board, or (b) other than a corporate officer holding an office of vice president and designated by the Chief Executive Officer, to participate in this Plan (a “Participant”) shall be entitled to a benefit under the provisions of this section if his Retirement Plan benefit as of the benefit commencement date described in Section 1.2 below is less than such benefit would have been if (1) any compensation deferred by the Participant under this Supplemental Plan or under any other nonqualified deferred compensation plan of Millipore Corporation had been included in the Participant’s “Final Average Compensation,” as defined in Section 2.20 of the Retirement Plan, and/or (2) the limits described in Code Sections 401(a) (17) and 415 did not apply.

1.2. Supplemental Retirement Plan Benefits. If a Participant’s benefit from the Retirement Plan is reduced as a result of either or both of the conditions described in Section 1.1, such Participant shall be entitled to a benefit, commencing (except as hereinafter provided) on the first day of the second month following the later of (i) the date the Participant attains age 55 or (ii) the date of his or her Separation from Service, as defined in Section 3.6 below (hereinafter “Supplemental Retirement Plan Benefit Determination Date”) determined by calculating:

(a) First, the benefit that would have been payable to the Participant under the terms of the Retirement Plan if the Participant had elected to commence such benefit on the Supplemental Retirement Plan Benefit Determination Date shall be calculated;

(b) Second, the benefit which would have been payable under the terms of the Retirement Plan if the Participant had elected to commence such benefit on the Supplemental Retirement Plan Benefit Determination Date and if “Final Average Compensation,” as defined in Section 2.20 of the Retirement Plan, included compensation deferred under this Supplemental Plan or any other nonqualified deferred compensation plan of Millipore Corporation and if the limits described in Code Sections 401(a)(17) and 415 did not apply shall be calculated;

(c) Third, the benefit resulting from subtracting the result of step (a) from the result of step (b).

The actuarial equivalent of the result of step (c) shall be payable to the Participant as a single life annuity under this Supplemental Plan. Notwithstanding the foregoing Section 1.2(c), Millipore Corporation may, in its sole discretion, after due consideration to the desires of the Participant and/or his designated beneficiary, communicated to the Corporation at least six (6) months prior to the Supplemental Retirement Plan Benefit Determination Date, make payment of benefits rather in another “life annuity” form described in Section 1.409A-2(b)(2)(ii) of the Treasury Regulations that is of actuarially equivalent value to the single life annuity described in (c) above, determined using such reasonable factors as the Administrative Committee may determine; provided, that no such change in annuity form shall be effective if made on or after the Supplemental Retirement Plan Benefit Determination Date.

SECTION 2. SUPPLEMENTAL SAVINGS PLAN BENEFITS

2.1. Employer Participating Contributions. If contributions to the Savings Plan on behalf of a Participant made pursuant to Section 5.1 of the Savings Plan are limited by the application of the limits described in Code Sections 401(a)(17) and 415 and/or a Participant makes compensation deferrals pursuant to this Supplemental Plan or to any other nonqualified deferred compensation plan of Millipore Corporation, Millipore Corporation shall credit to an account established for the Participant under this Supplemental Plan (his “Supplemental Participation Plan Account” and together with the Participant’s Supplemental Deferral Account, as defined below, the Participant’s “Supplemental Savings Plan Accounts”) an amount equal to the excess of (a) over (b), where (a) is the amount which would have been contributed under Section 5.1 of the Savings Plan in the absence of the limits described in Code Sections 401(a)(17) and 415 and any compensation deferrals under this Supplemental Plan or any other nonqualified deferred compensation plan of Millipore Corporation, and (b) is the amount actually contributed under Section 5.1 of the Savings Plan.

The Participant’s Supplemental Participation Plan Account shall be adjusted as of the end of each calendar quarter as if the account were invested in one or more of the investment funds, mutual funds or other securities, including, without limitation, the common stock of Millipore Corporation, that the Administrative Committee selects, from time to time, to serve as hypothetical investment options under the Plan (“Investment Funds”) in the proportions selected by the Participant as adjusted by the Participant from time to time in the manner permitted by the Administrative Committee. The Company shall not be a guarantor of any specified amount of investment return. To the extent that the Participant fails to select an Investment Fund or Funds in accordance with the rules established by the Administrative Committee, the Participant’s Supplemental Participation Plan Account shall be adjusted as of the end of each calendar quarter as if the account were invested in accordance with the Participant’s investment election pursuant to Section 6.3 of the Savings Plan.

2.2. Supplemental Participant Deferrals.

(a) In General. A Participant may elect Supplemental Participant Deferrals for any calendar year by executing an irrevocable deferral election (on a form prescribed by the Administrative Committee) with respect to his or her gross compensation (i.e., compensation determined prior to any deferrals under the Savings Plan, this Supplemental Plan, or any other nonqualified deferred compensation plan of Millipore Corporation); provided, that, for any calendar year, Supplemental Participant Deferrals made by any employee of Millipore Corporation in the position of Vice President (Exec 1) who first became a Participant on or after January 1, 2008 (“VP Participants”) shall be limited to six percent (6%) of the VP Participant’s total allowable compensation and that the Supplemental Participant Deferrals made by any other Participant shall be limited to thirty-five percent (35%) of such Participant’s total allowable compensation. Each such election shall become irrevocable not later than the applicable election deadline. Subject to Section 2.2(b) below, the applicable deadline for a deferral election is such deadline as the Administrative Committee shall establish, which deadline shall in no event be later than:

(i) for any bonus that in the Administrative Committee’s judgment will qualify under Section 409A as “performance-based compensation” that has not yet become readily ascertainable, the date that is six (6) months before the end of the performance period, but only if the Participant has been in continuous employment with the Company since the later of the beginning of the performance period or the date the performance criteria are established; and

(ii) in every other case, the last day of the calendar year preceding the calendar year in which the services to which the deferred compensation relates are to be performed.

The Administrative Committee may, not later than the applicable election deadline, restrict the types of compensation eligible to be deferred under the Supplemental Plan.

(b) Mid-Year Deferral.

(i) An individual who first becomes a Participant after the beginning of a calendar year may elect Supplemental Participant Deferrals for the remainder of such year by executing an irrevocable deferral election (on a form prescribed by the Administrative Committee and, for the avoidance of doubt, subject to the deferral limits set forth in Section 2.2(a)) with respect to his or her eligible compensation in respect of services to be performed during the remainder of the calendar year following such election within thirty (30) days of the date that he or she becomes eligible to participate. If, during his or her first year of eligibility, a Participant makes an election to defer any compensation that is earned based upon a specified performance period (for example, an annual bonus) and such election is made after the beginning of the performance period, any election made under this Section 2.2(b) shall apply only to the compensation paid for services performed after the election. For purposes of this Section 2.2(b), an election will be deemed to apply to compensation paid for services performed after the election if the election applies to no more than an amount equal to the total amount of the compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.

(ii) An individual who already participates or is eligible to participate in (including, except to the extent otherwise provided in Section 1.409A-2(a)(7) of the Treasury Regulations, an individual who has any entitlement, vested or unvested, to payments under) any other nonqualified deferred compensation plan that would be required to be aggregated with the Supplemental Plan for purposes of Section 1.409A-1(c)(2) of the Treasury Regulations shall not

be treated as eligible for the mid-year election rules of this Section 2.2(b) with respect to the Supplemental Plan, even if he or she had never previously been eligible to participate in this Supplemental Plan itself.

(iii) Notwithstanding the foregoing, the Administrative Committee may, in its sole discretion, determine prior to the last day on which a Participant would otherwise be eligible to make a mid-year election under this Section 2.2(b) that no such mid-year election shall be permitted for such Participant with respect to compensation in respect of services to be performed during such Plan Year.

(c) 2008 Participant Deferrals. Notwithstanding any other provision of this Section 2 to the contrary, each individual who made a 2008 Deferral Election shall be deemed to have elected irrevocably, as of December 31, 2007, the same percentage deferral under the Supplemental Plan with respect to his or her 2008 Compensation payable on or after the Effective Deferral Date (and no deferral under the Supplemental Plan with respect to 2008 Compensation payable earlier in 2008). For purposes of this Section 2.2(c), the following terms have the meanings set forth below:

(i) “2008 Deferral Election” is the percentage of a Participant’s Compensation (as defined in the Savings Plan) in effect on December 31, 2007 as a deferral election percentage under the Savings Plan.

(ii) “2008 Compensation” means a Participant’s eligible compensation (prior to any deferrals under the Savings Plan, the Supplemental Plan, or any other nonqualified deferred compensation plan of Millipore Corporation) for the calendar year beginning January 1, 2008, if any.

(iii) “Effective Deferral Date” means the pay date in 2008 in respect of which the last elective deferral contribution for the benefit of the Participant would have been made to the Savings Plan had the Participant continued to defer under the Savings Plan at the 2008 Deferral Election percentage rate. If 2008 Compensation payable on a pay date would be subject only in part to deferral under the Savings Plan under the preceding sentence, only the excess shall be treated as being payable on such pay date for purposes of this Section 2.2(c) (and therefore subject to deferral under the Supplemental Plan).

(d) The amount of compensation deferred by the Participant pursuant to this Section 2.2 of this Supplemental Plan shall be credited to an account established for the Participant under this Supplemental Plan (his “Supplemental Deferral Account”). The Participant’s Supplemental Deferral Account shall be adjusted as of the end of each calendar quarter as if the account were invested in one or more Investment Funds in the proportions selected by the Participant as adjusted by the Participant from time to time in the manner permitted by the Administrative Committee. To the extent that the Participant fails to select an Investment Fund or Funds in accordance with the rules established by the Administrative Committee, the Participant’s Supplemental

Deferral Account shall be adjusted as of the end of each calendar quarter as if the account were invested in accordance with the Participant’s investment election pursuant to Section 6.3 of the Savings Plan.

2.3. Supplemental Employer Matching Contributions. If a Participant makes Supplemental Participant Deferrals pursuant to Section 2.2 of this Supplemental Plan for any calendar year, Millipore Corporation shall credit to his Supplemental Deferral Account an amount equal to the excess of (i) the employer matching contributions which would have been made pursuant to Section 5.2 of the Savings Plan if the Participant’s Supplemental Participant Deferrals had been made pursuant to Section 4.1 of the Savings Plan, disregarding for purposes of such computation all limits under Code Sections 401(a)(17), 402(g) or 401(m) (and any correlative limits under the Savings Plan) but taking into account all other applicable limits under the Savings Plan, over (ii) the employer matching contributions actually made to the Savings Plan for the Participant’s benefit for such year or, if greater, the employer matching contributions that would have been made thereunder for the Participant’s benefit had the Participant deferred the maximum permissible amount for such year under the Savings Plan. Any matching credits made pursuant to this Section 2.3 shall be credited to the Participant’s Supplemental Deferral Account no later than the last day of the calendar quarter following the end of the calendar year to which the matching credits relate and shall be adjusted in the manner as provided for in Section 2.2(d).

2.4. Distributions of Supplemental Savings Plan Benefits. Distributions of amounts credited to a Participant’s Supplemental Savings Plan Accounts shall be paid or shall commence to be paid, subject to Section 3.6 below, upon or within thirty (30) days following the earlier of a Participant’s Disability or Separation from Service. For purposes of the Plan, “Disability” shall mean eligibility to receive long-term disability benefits under the Company’s long-term disability plan. The payment of a Participant’s Supplemental Plan benefits under this Section 2 on account of a Participant’s Disability shall be made in a single lump sum cash payment only. The payment of a Participant’s Supplemental Plan benefits under this Section 2 on account of a Participant’s Separation from Service shall be made in a single lump sum cash payment; provided, that if a Participant so elects in accordance with the rules set forth below, payment of such benefit shall instead be made upon a Separation from Service in five, ten or fifteen equal annual installments (equal shall mean dividing the account balance by the number of years remaining before making the annual installment then due). For purposes of Section 1.409A-2(b)(2) of the Treasury Regulations, a Participant’s entitlement to such a series of annual installments shall be treated as an entitlement to a single payment.

Any election to have benefits under this Section 2 paid other than as a lump sum, or any election to be paid a lump sum in the case of a Participant who had previously selected an alternative form of payment method, (collectively, a “subsequent election”) must be made in accordance with the following rules: (i) the subsequent election cannot take effect for at least twelve (12) months after the date on which it is made; (ii) the subsequent election must be made at least twelve (12) months prior to the date on which payment would otherwise have been made or would have commenced; and (iii) the payment or payment commencement date under the subsequent election must be at least five (5) years later than the date on which payment would have been made or would have commenced absent the subsequent election.

Any unpaid balance shall remain in the Participant’s Supplemental Deferral Account and shall be adjusted in the manner as provided for in Section 2.2(d).

SECTION 3. DEATH BENEFITS AND OTHER SPECIAL DISTRIBUTION RULES

3.1. General. Except as otherwise provided under this Section 3, distributions under the Supplemental Plan shall be made in accordance with Section 1 or Section 2, whichever is applicable, based upon the type of benefit distribution being made.

3.2. Distributions While Employed. Except as otherwise provided under Section 3.8 below, no distributions may be made to a Participant under the terms of this Supplemental Plan while the Participant is an employee of Millipore Corporation or of any affiliate or subsidiary of Millipore Corporation.

3.3. Right of Offset. If, at the time of payment hereunder, the Administrative Committee established pursuant to Section 4.4 determines that the Participant to whom or on whose behalf payment is being made, has incurred an indebtedness to Millipore Corporation in the ordinary course of the service relationship between the Participant and Millipore Corporation, the Administrative Committee shall be entitled, in accordance with Section 1.409A-3(j)(4)(xiii) of the Treasury Regulations, to offset a maximum of $5,000 in any calendar year against any payments otherwise due under the Supplemental Plan for such calendar year. Any reduction made under this Section 3.3 shall be made at the same time and in the same amount as the indebtedness otherwise would have been due and collected from the Participant.

3.4. Withholding. Millipore Corporation shall be entitled to withhold from payments due under the Supplemental Plan any and all taxes of any nature required by any government to be withheld from compensation paid to Participants.

3.5. Loans. No loans to Participants shall be permitted under the Supplemental Plan.

3.6. Distributions upon a Separation from Service in the Case of a Specified Employee. Notwithstanding any other provision of the Supplemental Plan to the contrary, in the case of a Participant who is an individual determined by the Administrative Committee to be a “specified employee” as defined in subsection (a)(2)(B)(i) of Section 409A, payment of such Participant’s benefit owing to a Separation from Service with the Company shall not commence until the date (the “deferred payment date”) which is the earlier of the date that is six (6) months and one (1) day after the date of such Separation from Service or the date of death of such Participant. Any payments that would have been paid, but for this Section 3.6, during such six-month-and-one-day (or shorter) period shall be accumulated and paid without interest on the deferred payment date, The Administrative Committee may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall be deemed part of the Supplemental Plan. “Separation from Service” shall mean a Participant’s “separation from service” (as that term is defined at Section 1.409A-1(h) of the Treasury Regulations) from Millipore Corporation and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with Millipore Corporation under Section 1.409A-1(h)(3) of the Treasury Regulations). The Administrative Committee may, but need not, elect in writing, subject to the applicable limitations

under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from service” has occurred. Any such written election shall be deemed part of the Supplemental Plan.

3.7. Distributions upon Death.

(a) Supplemental Retirement Plan Pre-Retirement Death Benefits. In the case of a Participant who dies, survived by his or her spouse, prior to the Participant’s Supplemental Retirement Plan Benefit Determination Date, the provisions of Section 1.2 shall be applied as though the first day of the second month following the date of death (or the actual Supplemental Retirement Plan Benefit Determination Date, if earlier) were the Supplemental Retirement Plan Benefit Determination Date and as though the Participant had commenced receiving a benefit under Section 1.2 on such date in the form of a 50% continuance joint and survivor annuity (with the Participant’s spouse as joint annuitant) and had died immediately thereafter. If a Participant who was entitled to a benefit under Section 1.2 dies on or after the Supplemental Retirement Plan Benefit Determination Date, payment shall be made to the Participant’s surviving spouse only if the applicable form of benefit under Section 1.2 provided for payments to a survivor and in that case shall be paid in accordance with the form of benefit selected.

(b) Supplemental Savings Plan Death Benefits. If a Participant’s Separation from Service occurs by reason of death, or if the Participant dies after benefits under Section 2.4 have commenced to be paid but payment is not completed, the Participant’s Supplemental Savings Plan Account or the remainder of such Account shall be paid in a single lump sum, within thirty (30) days of death, to the Participant’s beneficiary. Each Participant shall designate a beneficiary in writing on a form and in a manner acceptable to the Administrative Committee. In the absence of a properly designated beneficiary (as determined by the Administrative Committee), any death benefit in respect of the Participant’s Supplemental Savings Plan Account, if any, will be paid to the Participant’s surviving spouse, if any, or if the Participant has no surviving spouse, then to the Participant’s estate.

3.8. Distributions upon Unforeseeable Emergency. Notwithstanding the foregoing, if at any time prior to the date a Participant’s Supplemental Savings Plan Account commences to be paid, the Participant suffers an Unforeseeable Emergency, the Participant may petition the Administrative Committee for a withdrawal (a “hardship withdrawal”) in an amount not to exceed the lesser of the then balance of his or her Supplemental Savings Plan Account or the amount needed to meet the Unforeseeable Emergency. The Administrative Committee may require a Participant who is seeking a hardship withdrawal to provide satisfactory evidence of the nature and extent of the Unforeseeable Emergency. Hardship withdrawals shall be made solely in the discretion of the Administrative Committee and only to the extent permitted by Section 409A. For purposes of this Section 3.8, “Unforeseeable Emergency” shall mean an unforeseeable emergency as defined in Section 1.409A-3(f)(3) of the Treasury Regulations, including a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

3.9. Cash-Out Provision. Notwithstanding any provision to the contrary, and at the sole discretion of the Administrative Committee:

(a) If at the time a Participant’s Supplemental Retirement Plan benefit is scheduled to commence under Section 1.2 or a spouse’s Supplemental Retirement Plan Pre-Retirement Death benefit is scheduled to commence under Section 3.7(a) (the “determination date”), the present value of such benefit payable hereunder (including any amounts payable to a Participant pursuant to another “nonaccount balance plan” (as defined in Section 1.409A-1(c)(2)(i)(C) of the Treasury Regulations) with which the Participant’s Supplemental Retirement Plan benefit is required to be aggregated under Section 1.409A-1(c)(2) of the Treasury Regulations) is less than the applicable dollar amount under Section 402(g)(1)(B) of the Code, such benefit shall be paid (consistent with the cashout rules under Section 409A) in the form of a single lump sum equal to such present value as soon as administratively practicable, but in no event later than thirty (30) days after the determination date; and

(b) If, at the time of a Participant’s entire Supplemental Savings Plan benefit is scheduled to commence under an alternative form of payment method following his or her Separation from Service under Section 2.4, the value of the Participant’s entire Supplemental Savings Plan benefit payable hereunder (including any amounts payable to a Participant pursuant to another “account balance plan” (as defined in Section 1.409A-1(c)(2)(i)(A) of the Treasury Regulations) with which the Participant’s Supplemental Savings Plan benefit is required to be aggregated under Section 1.409A-1(c)(2) of the Treasury Regulations) is less than the applicable dollar amount under Section 402(g)(1)(B) of the Code, such benefit shall be paid (consistent with the cashout rules under Section 409A) in the form of a single lump sum as soon as administratively practicable, but in no event later than thirty (30) days after the Participant’s Separation from Service (or, in the case of a “specified employee”, no later than thirty (30) days after the date on which payment would have commenced under Section 3.6).

SECTION 4. VESTING

4.1. Vesting.

(a) A Participant shall be vested in his Supplemental Plan benefit, if any, in accordance with the vesting provisions of the Retirement Plan, provided that his Supplemental Plan benefit shall become fully vested upon a Change of Control. A Participant shall be fully vested at all times in his Supplemental Savings Plan benefits.

(b) For purposes of this Plan, “Change of Control” shall mean the occurrence of any one of the following events:

(i) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or be-comes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act): directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (1) shall not be deemed to be a Change of Control if such event- results from any of the following: (i) the acquisition of Company Voting Securities by the Company or any of its subsidiaries, (ii) the acquisition of Company Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, (iii) the acquisition of Company Voting Securities by any underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) the acquisition of Company Voting Securities pursuant to a Non-Qualifying Transaction (as defined in paragraph (3) below);

(ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof, whose election or nomination for election was approved (either by a specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for director, without written objection to such nomination) by a vote of at least two-thirds of the directors who were, as of the date of such approval, Incumbent Directors, shall be an Incumbent Director; provided, however, that no individual initially appointed, elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be an Incumbent Director;

(iii) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (i) the Company or (ii) any of its wholly owned subsidiaries pursuant to which, in the case of this clause (ii), Company Voting Securities are issued or issuable (any event described in the immediately preceding clauses (i) or (ii), a “Reorganization”) or (iii) the sale or other disposition of all or substantially all of the assets of the Company to an entity that is not an affiliate of the Company (a “Sale”), unless immediately following such Reorganization or Sale: (A) more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (x) the entity resulting from such Reorganization, or the entity which has acquired all or substantially all of the assets of the Company (in either case, the “Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”), is represented by Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity or the Parent Entity) is or becomes the beneficial owner, directly or indirectly, of 30% or more of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (C) at least a majority of the members of the board of directors (or similar officials in the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement providing for such Reorganization or Sale, Incumbent Directors (any Reorganization or Sale which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

(c) Notwithstanding the foregoing, if any person becomes the beneficial owner of 30% or more of the combined voting power of Company Voting Securities solely as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding, such increased amount shall be deemed not to result in a Change of Control; provided, however, that if such person subsequently becomes the beneficial owner of additional Company Voting

Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change of Control of the Company shall then be deemed to occur.

SECTION 5. MISCELLANEOUS

5.1. Amendment and Termination.

(a) The Board may at any time and from time to time, amend or terminate this Supplemental Plan, without the consent of any Participant or beneficiary, provided that no such amendment or termination shall reduce any benefits accrued under the terms of this Supplemental Plan prior to the date of termination or amendment, except as permitted under Section 409A.

(b) Any amendment or termination of the Supplemental Plan shall become effective as to a Participant or beneficiary on the first day of the month following written notice to such Participant or beneficiary of the amendment or termination.

(c) In connection with termination of this Supplemental Plan, the Administrative Committee may provide for the immediate distribution of all Supplemental Savings Plan Accounts in accordance with and subject to the limitations of Section 1.409A-3(j)(4)(ix), but except for any such acceleration existing Participant Supplemental Savings Plan Accounts shall be maintained and distributed as though this Plan had not been terminated.

5.2. No Contract of Employment. The establishment of the Supplemental Plan or any modification thereof shall not give any Participant or other person the right to remain in the service of Millipore Corporation, and all Participants and other persons shall remain subject to discharge to the same extent as if the Supplemental Plan had never been adopted.

5.3. Tax Effects. None of Millipore Corporation, the Board, the Administrative Committee, and any firm, person, or corporation, represents or guarantees that any particular federal, state or local tax consequences will occur as a result of any Participant’s participation in this Supplemental Plan. Each Participant shall consult with his or her own advisors regarding the tax consequences of participation in this Supplemental Plan.

5.4. Administrative Committee. The Supplemental Plan shall be administered by an Administrative Committee which shall consist of at least three members who shall serve at the pleasure of the Board.

5.5. Entire Agreement; Successors. This Supplemental Plan, including any subsequently adopted amendments, shall constitute the entire agreement or contract between Millipore Corporation and any Participant regarding the Supplemental Plan. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between Millipore Corporation and any Participant relating to the subject matter hereof, other than those set forth in this Supplemental Plan. This Supplemental Plan and any amendment shall be binding on the parties hereto and their respective heirs administrators, trustees, successors and assigns, and on all designated beneficiaries of the Participant.

5.6. If any provision of this Supplemental Plan shall be held or deemed to be invalid, inoperative or unenforceable as applied to

any particular case in any jurisdiction or jurisdictions, because of its conflicting with any constitution or statute or rule of law or public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable, but this Supplemental Plan shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

IN WITNESS WHEREOF, Millipore Corporation has caused the Plan to be executed by its duly authorized officer this 4^th day of December, 2008.

MILLIPORE CORPORATION
By:	/s/ Jeffrey Rudin
Title:	Vice President and General Counsel

EX-10.4

Exhibit 10.4

AMENDMENT TO THE MANAGEMENT INCENTIVE PLAN

OF MILLIPORE CORPORATION (dated February 17, 2000)

WHEREAS Millipore Corporation (the “Company”) maintains the Management Incentive Plan, dated February 17, 2000 (the “Plan”);

WHEREAS, pursuant to the General Terms and Conditions of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan, subject to certain exceptions not relevant hereto;

WHEREAS, on or about December 8, 2005, the Company authorized and directed the Management Development and Compensation Committee (the “Committee”) to review and approve such technical and operational amendments (if any) to those plans, agreements and arrangements of the Company which may be “deferred compensation plans” within the meaning of Section 409A of the Internal Revenue of 1986, as amended from time to time, and the regulations thereunder as in effect from time to time (“Section 409A”);

WHEREAS, the Committee has considered the proposed amendment and wishes to adopt the amendment in order to exempt the Plan from Section 409A;

NOW, THEREFORE, the Plan is hereby amended, effective on the date hereof, as follows:

1. The following language shall be inserted as the new third paragraph under “Awards”:

In all events, payment of awards shall occur no later than March 15 of the calendar year immediately following the end of the annual plan year to which the awards relate.

2. Full Force and Effect. Except as expressly amended hereby, the Plan shall continue in full force and effect in accordance with the terms thereof.

3. Governing Law. The validity, interpretation, construction, performance and enforcement of these amendments shall be governed by the laws of the Commonwealth of Massachusetts without giving effect to the principles of conflict of laws thereof.

IN WITNESS THEREOF, the Company has caused this amendment to be executed this 22nd day of October, 2008.

MILLIPORE CORPORATION
By:	/s/ Jeffrey Rudin
	Jeffrey Rudin
	Vice President, General Counsel

EX-10.5

Exhibit 10.5

EXECUTIVE TERMINATION AGREEMENT, dated as of {Date} (the “Effective Date”), between MILLIPORE CORPORATION, a Massachusetts corporation with offices at 290 Concord Road, Billerica, Massachusetts 01821 (the “Company”), and {Name} (the “Executive”).

WHEREAS the Executive is an officer and key member of the Company’s management;

WHEREAS the Company believes that it is in its best interests, as well as those of its stockholders, to assure the continuity of management in general and the Executive in particular, for a fixed period of time in the event of an actual or threatened change of control of the Company and whether or not such change of control is determined by the Board of Directors of the Company (the “Board”) to be in the best interest of its stockholders; and

WHEREAS this Agreement is not intended to alter materially the compensation, benefits or terms of employment that the Executive could reasonably expect in the absence of a change in control of the Company, but is intended to encourage and reward the Executive’s compliance with the wishes of the Board whatever they may be in the event that a change of control occurs or is threatened.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

Term of this Agreement; Defined Terms.

SECTION 1.01. The term of this Agreement (such term as it may be extended is herein referred to as the “Term”) shall be for a period commencing on the date first written above and ending on {Date}, provided that the Term may be extended by action of the Committee effective as of each {Date} beginning in {Date} as part of its annual compensation review so that the then remaining Term is three years. Notwithstanding any such notice, the Term shall not expire before the second anniversary of a Change of Control that occurs prior to expiration of the Term. Definitions of capitalized terms used in this Agreement are provided in Exhibit A to this Agreement.

ARTICLE II

The Company’s Covenants Summarized

SECTION 2.01. In order to induce the Executive to remain in the employ of the Company and in consideration of the Executive’s covenants set forth in Article III, the Company agrees, under the conditions described herein, to provide the Executive with the payments and benefits described in this Agreement in the event the Executive’s employment with the Company is terminated

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following a Change of Control. No amount or benefit shall be payable under this Agreement unless there shall have been (or, under the terms hereof, there shall be deemed to have been) a termination of the Executive’s employment with the Company following a Change of Control.

ARTICLE III

The Executive’s Employment Obligations

SECTION 3.01. If an Impending Change of Control should occur while the Executive is employed by the Company, the Executive agrees to remain in the employ of the Company for at least the Period of Employment in the position and with the duties and responsibilities in effect immediately prior to the Impending Change of Control, with such changes therein as may from time to time be made by the Board and upon the other terms and conditions hereinafter stated, provided that the foregoing shall not prevent the Executive from terminating the Executive’s employment for Good Reason.

SECTION 3.02. The Executive agrees that during the Period of Employment and prior to any Change of Control, subject to the Executive’s fiduciary duties to the Company and its stockholders, the Executive will exercise the Executive’s best efforts to bring about whatever result the Board determines to be in the best interests of the Company and its stockholders relative to any Impending Change of Control, (i.e., to help resist any such Change of Control if the Board determines that to be in the best interests of the Company and its stockholders, and to bring about such Change of Control if the Board determines that to be the preferable alternative). The Executive agrees to use the Executive’s best efforts at and after the occurrence of a Change of Control to effect an orderly and beneficial transfer of control to the party or parties comprising the new control group.

SECTION 3.03. Nothing in this Agreement shall be deemed to prevent the Executive from remaining in the employ of the Company or any successor beyond the Period of Employment either on the terms and conditions set forth herein or on others that may be mutually agreed upon.

ARTICLE IV

Compensation Other Than Severance Payments

SECTION 4.01. Following a Change of Control, during any period that the Executive fails to perform the Executive’s full-time duties with the Company as a result of Disability, the Executive shall be compensated as provided pursuant to the terms of the Company’s short- and long-term disability plans as in effect as of immediately prior to a Change of Control or, if more favorable, as of any time thereafter, together with all other compensation and benefits payable to the Executive pursuant to the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period.

SECTION 4.02. If the Executive’s employment shall be terminated for any reason following a Change of Control, the Company shall pay the Executive’s full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of

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Termination is given, together with all other compensation and benefits payable to the Executive through the Date of Termination (including, without limitation, all incentive compensation amounts owed the Executive for a completed calendar year to the extent not yet then paid but excluding any annual bonus for the year in which the Date of Termination occurs unless specifically provided for in Section 5.03 of this Agreement) under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period.

SECTION 4.03. If the Executive’s employment shall be terminated for any reason following a Change of Control, the Company shall pay the Executive, subject to Section 5.01, such normal post-termination compensation and benefits as may be provided by the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements, as in effect as of immediately prior to a Change of Control or, if more favorable, as of any time thereafter.

ARTICLE V

Severance Payments

SECTION 5.01. In lieu of any other severance compensation or benefits to which the Executive may otherwise be entitled under any plan, program, policy or arrangement of the Company, the Severance Agreement or any other agreement between the Executive and the Company (which compensation and benefits the Executive hereby expressly waives to the extent the Executive receives the compensation and benefits provided for hereunder), the Company shall pay the Executive, in addition to the payments and benefits described in Article IV, the payments described in this Article V (the “Severance Payments”) upon the termination of the Executive’s employment within two years following a Change of Control, unless such termination is (a) by the Company for Cause or due to the Executive’s Disability, (b) by reason of the Executive’s death, or (c) by the Executive without Good Reason. The Executive’s employment shall be deemed to have been terminated following a Change of Control by the Company without Cause or by the Executive with Good Reason if (i) the Executive is requested by the Company to terminate the Executive’s employment after a Change of Control, (ii) the Executive’s employment is terminated prior to a Change of Control without Cause at the direction of a person or entity who has entered into an agreement with the Company the consummation of which will constitute a Change of Control or (iii) if the Executive terminates the Executive’s employment prior to a Change of Control with Good Reason (determined by treating an Impending Change of Control as a Change of Control in applying the definition of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such person or entity. Any termination of Executive’s employment in respect of which the Executive is entitled to Severance Payments is referred to as a “Qualifying Termination”.

SECTION 5.02. In the event of a Qualifying Termination, the Company shall provide the Executive with a lump sum severance payment in an amount equal to two times the sum of (a) the Executive’s then current base salary (without regard to any reduction that gave rise to Good Reason) plus (b) the greater of (i) the average bonus earned by the Executive in respect of the three most recently completed calendar years prior to the Qualifying Termination and (ii) the Executive’s target annual bonus (without regard to any reduction that gave rise to Good Reason) for the year in which the Qualifying Termination occurs six months and a day after a Qualifying Termination.

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SECTION 5.03. In the event of a Qualifying Termination, the Company shall pay the Executive a lump sum cash amount equal to the Executive’s target annual bonus (without regard to any reduction that gave rise to Good Reason) for the year in which the Qualifying Termination occurs, multiplied by a fraction, the numerator of which is the number of days elapsed in such year through the date of termination, and the denominator of which is 365, payable six months and a day following the Qualifying Termination.

SECTION 5.04. In the event of a Qualifying Termination, the Executive and the Executive’s family shall receive continued provision of the Company’s standard group employee insurance coverages (e.g. health, dental, disability, and life), as elected by the Executive and as in effect as of immediately prior to a Change of Control or, if more favorable, as of any time thereafter, for a period (the “Company-Paid Coverage Period”) that commences upon the Qualifying Termination and ends upon the earlier of (i) the expiration of two years thereafter, or (ii) the date that the Executive becomes covered under another employer’s group health, dental, disability or life insurance plans that provide the Executive with benefits not less favorable than those being provided to the Executive and the Executive’s family members as of immediately prior to a Change of Control or, if more favorable, as of any time thereafter; provided, however, that if the continuation of any or all of such insurance coverages are not permitted under the terms of the Company’s group insurance plans, the Company shall arrange for the provision of substantially equivalent insurance coverages to be provided under alternative plans or arrangements that provide such coverages on substantially the same terms and at a cost to the Executive that is not greater than that incurred by the Executive (determined on an after-tax basis) immediately prior to a Change of Control or, if more favorable, at any time thereafter. Notwithstanding the foregoing, in the event any such coverage is unavailable or otherwise commercially impracticable, the Company may (but is not required to) satisfy its obligation under this Section 3.01(b) by paying to the Executive the cost of such coverage if it were available, as determined in good faith by the Company. For purposes of Title X of the Consolidated Budget Reconciliation Act of 1985 (“COBRA”), the date of the “qualifying event” for the Executive and the Executive’s family members shall be the date of the Executive’s employment termination; provided, however, that such date shall be the date on which the Executive loses coverage if the applicable group health plan provides for such treatment. To the extent any medical, dental, prescription drug, or other health benefits (collectively, the “Medical Benefits”) that may be required to be provided by the Company during the Company-Paid Coverage Period that are provided under a so-called “self-insured” benefit plan which is subject to Section 105(h) of the Code shall be structured so that on or about the first day of each month for which coverage is to be provided the Company shall pay to the Executive an amount in cash sufficient (taking into account applicable taxes) to cover the applicable premium for the Medical Benefits coverage for that month. The Executive’s premium payments to the Company for Medical Benefits shall be due on the last day of the month to which the coverage relates. The parties intend that the first 18 months of Medical Benefits coverage shall be exempt from the application of Section 409A, and that any remaining payments by the Company for Medical Benefits shall be considered in compliance with Section 409A.

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ARTICLE VI

Treatment of Stock Awards on and after a Change of Control

SECTION 6.01. The vesting of the Executive’s Stock Awards shall be accelerated solely by reason of a Change of Control only if the surviving corporation or acquiring corporation following a Change of Control refuses to assume or continue the Executive’s Stock Awards or to substitute similar Stock Awards for those outstanding immediately prior to the Change of Control. If the Executive’s Stock Awards are so continued, assumed or substituted and at any time after the Change of Control the Executive’s employment is terminated by the Company without Cause or the Executive for Good Reason, then the vesting and exercisability of all unvested Stock Awards held by the Executive shall be accelerated in full and any reacquisition rights held by the Company with respect to a Stock Award shall lapse in full, in each case, upon such termination. By signing this Agreement, the Executive waives any greater rights to accelerated vesting with respect to the Stock Awards that the Executive may currently have under any plan, agreement, arrangement or policy (written or unwritten) with the Company or any of its subsidiaries or affiliates, and agrees to cooperate with the Company in executing amendments or consents to further the intent and purposes of this Section 6.01. Enforcement of the terms of this Section 6.01 shall survive termination of this Executive Termination Agreement.

ARTICLE VII

Conditions to Severance Benefits and Accelerated Vesting of Stock Awards

SECTION 7.01. The Executive’s entitlement to receive the Severance Payments and accelerated vesting of Stock Awards under Section 6.01 due to a Qualifying Termination shall be conditioned upon the Executive having complied to the best of the Executive’s abilities with the commitments contained in Sections 3.01 and 3.02 and the conditions set forth in Section 7.02. In the event of a Qualifying Termination, the Executive shall be deemed to have so complied if the Executive shall have complied to the best of the Executive’s abilities with the requirements of those Sections until the time of the Executive’s discharge or resignation.

SECTION 7.02. Conditions. Severance Payments and accelerated vesting of Stock Awards under Section 6.01 are subject to the Executive’s:

(a) compliance with the provisions of Article IX hereof and Article V of the Severance Agreement;

(b) delivery to the Company of an executed Agreement and General Release (the “General Release”), which shall be executed substantially in the form attached hereto as Exhibit B (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days of presentation thereof by the Company to the Executive; and

(c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans.

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SECTION 7.03. If the Executive fails to materially comply with any obligation or covenant under Section 5.02 of the Severance Agreement or is subsequently determined to have terminated employment for Cause under Section 11.02 below, the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision of this Agreement shall immediately cease and Executive shall be required to immediately repay to the Company all amounts theretofore paid or otherwise provided to Executive pursuant to Sections 5.02 and 5.03 of this Executive Termination Agreement. The Company may recover amounts under this Section 7.03 by set-off from any amounts otherwise due to Executive under any other plan, program or arrangement if the Executive fails to make any required repayment within 15 business days after written demand to the Executive.

ARTICLE VIII

Section 4999 Excise Tax

SECTION 8.01. If any payments, rights or benefits (whether pursuant to the terms of this Executive Termination Agreement or any other plan, arrangement or agreement of Executive with the Company or with any person affiliated with the Company and whether or not the Executive’s employment has then terminated (the “Payments”)) received or to be received by Executive will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed), then the Company shall pay to Executive an amount in addition to the Payments (the “Gross-Up Payment”) as calculated below. The Gross Up Payment shall be in an amount such that, after deduction of any Excise Tax on the Payments and any federal, state and local income and employment tax and Excise Tax on the Gross Up Payment, but before deduction for any federal, state or local income and employment tax on the Payments, the net amount retained by the Executive shall be equal to the Payments.

SECTION 8.02. The process for calculating the Excise Tax, determining the amount of any Gross-Up Payment and other procedures relating to this Article VIII are set forth in Exhibit C attached hereto. For purposes of making the determinations and calculations required herein, the Consultant may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code, provided that the Consultant shall make such determinations and calculations on the basis of “substantial authority” (within the meaning of Section 6662 of the Code) and shall provide opinions to that effect to both the Company and Executive.

ARTICLE IX

Post-Employment Obligations

SECTION 9.01. As an inducement to the Company to provide the payments and benefits to the Executive hereunder, the Executive acknowledges and agrees that in the event that the Executive’s employment is terminated by reason of a Qualifying Termination, the Executive shall be subject to the provisions set forth in Article V of the Severance Agreement, in the same manner as if his employment had terminated prior to a Change of Control and Executive had received severance benefits under such Severance Agreement. For avoidance of doubt, this Article IX shall survive termination of this Executive Termination Agreement.

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ARTICLE X

Successors; Binding Agreement

SECTION 10.01. In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Executive Termination Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Executive Termination Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder if the Executive were to terminate the Executive’s employment for Good Reason after a Change of Control, except that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

SECTION 10.02. This Executive Termination Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

ARTICLE XI

Termination Procedures

SECTION 11.01. Notice of Termination. After a Change of Control, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Article XI hereof.

SECTION 11.02. Termination of Employment for Cause. Any termination of employment for Cause shall be made by written notice setting forth in detail all acts or omissions upon which the Board is relying for such termination.

SECTION 11.03. Dispute Concerning Termination. If the party receiving the Notice of Termination notifies the other party within thirty (30) days after the date such Notice of Termination is given that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected); provided, however, that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. The Company shall continue to pay the Executive the Executive’s full compensation in effect when the notice

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giving rise to the dispute was given and continue the Executive as a participant in all compensation, benefit and insurance plans in which the Executive participated when the Notice of Termination was given (without regard to any reductions that gave rise to Good Reason) until the dispute is finally resolved in accordance with this Section. Amounts paid under this Section are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. In addition, for purposes of determining whether any Qualifying Termination has occurred, the date a Notice of Termination is given pursuant to this Section shall be deemed the date of the Executive’s Qualifying Termination.

ARTICLE XII

Notices

SECTION 12.01. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile, (c) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive: at the address (or to the facsimile number) shown on the records of the Company.

To the Company:

Millipore Corporation

290 Concord Road

Billerica, MA 01821

Attention: Clerk

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

ARTICLE XIII

Legal Fees and Expenses

SECTION 13.01. The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in good faith as a result of a termination of employment which entitles the Executive to the Severance Payments (including all such fees and expenses, if any, incurred in disputing any such termination) or in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within five business days after delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

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ARTICLE XIV

No Mitigation and No Offset

SECTION 14.01. The amounts payable to the Executive hereunder shall be absolutely owing, and not subject to reduction or mitigation as a result of employment by the Executive elsewhere after the Executive’s employment with the Company is terminated.

SECTION 14.02. There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payments to the Executive, the Executive’s dependents, beneficiaries or estate, provided for in this Agreement.

ARTICLE XV

Amendment or Modification; Waiver

SECTION 15.01. No provision of this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Board or any authorized committee of the Board and shall be agreed to in writing, signed by the Executive and by an officer of the Company thereunto duly authorized; provided, however, that either the Board or the Committee may amend this Agreement at any time as necessary to comply with applicable laws and regulations without the Executive’s written consent prior to a Change of Control; provided, further, however, that (1) the Company’s unilateral power to amend this Agreement shall be limited to technical, ministerial, and regulatory requirements generally applicable to all public company officers, and (2) no such amendment would constitute Good Reason as presently defined by this Agreement. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same time or at any prior or subsequent time.

ARTICLE XVI

Governing Law; Submission to Jurisdiction

SECTION 16.01. The validity, interpretation, construction performance and enforcement of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts without giving effect to the principles of conflict of laws thereof.

SECTION 16.02. (a) Except as otherwise specifically provided herein, the Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of federal and state courts in the Commonwealth of Massachusetts with respect to any disputes or controversies arising out of or relating to this Agreement. The parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 16.02(a); provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing any judgment obtained by the Company and, in such event, the Executive hereby irrevocably submits to the jurisdiction of such other court.

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(b) The agreement of the parties to the forum described in Section 16.02(a) is independent of the law that may be applied in any suit, action, or proceeding and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in Section 16.02(a), and each party agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in Section 16.02(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction.

(c) Each party hereto irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified in Article XII.

ARTICLE XVII

General Provisions

SECTION 17.01. The Company and the Executive intend that the benefits and payments described in this Agreement shall comply with, or be exempt from, the requirements of Section 409A of the Code (“Section 409A”). The Company shall in no event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the IRS pursuant to Section 409A of the Code.

SECTION 17.02. This Executive Termination Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company.

SECTION 17.03. No right or interest to or in any payments shall be assignable by the Executive; provided, however, that this provision shall not preclude the Executive from designating one or more beneficiaries to receive any amount that may be payable after the Executive’s death and shall not preclude the legal representative of the Executive’s estate from assigning any right hereunder to the person or persons entitled thereto under the Executive’s will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to the Executive’s estate.

SECTION 17.04. No right, benefit or interest hereunder shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect.

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SECTION 17.05. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect to the fullest extent permitted by law. The Executive agrees that in the event that any court of competent jurisdiction shall finally hold that any provision of this Agreement (whether in whole or in part) is void or constitutes an unreasonable restriction against the Executive, such provision shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances.

SECTION 17.06. This Agreement any and all prior severance agreements (but expressly excluding the Severance Agreement) between the Company and the Executive entered into before the date of this Agreement (the “Prior Agreements”). By signing this Agreement, the Executive acknowledges that the Prior Agreements are terminated and cancelled, and releases and discharges the Company from any and all obligations and liabilities heretofore or now existing under or by virtue of such Prior Agreements, it being the intention of the parties hereto that this Agreement effective immediately shall supersede and be in lieu of the Prior Agreements. By signing this Agreement, the Executive further acknowledges that this Executive Termination Agreement shall supersede and replace any rights the Executive may have had to an enhancement of any supplemental retirement benefits under the Supplemental Retirement Savings Plan for Key Employees of Millipore Corporation on a termination of the Executive’s employment. It is specifically acknowledged by the Company that this Agreement does not supersede the Severance Agreement.

SECTION 17.07. The Company may withhold from any amounts payable under this Agreement such Federal, state, local, foreign or other taxes as are required to be withheld pursuant to any applicable law or regulation.

SECTION 17.08. The headings of this Agreement are inserted for convenience only and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. If there is any inconsistency between this Executive Termination Agreement and any other agreement (including but not limited to any option, stock, long-term incentive or other equity award agreement), plan, program, policy or practice (collectively, “Other Provision”) of the Company the terms of this Executive Termination Agreement shall control over such Other Provision.

SECTION 17.09. This Executive Termination Agreement may be executed in one or more counterparts (including via facsimile), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

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SECTION 17.10. The language used in this Executive Termination Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. Neither the Executive nor the Company shall be entitled to any presumption in connection with any determination made hereunder in connection with any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.

SECTION 17.11. The Executive represents and warrants to the Company that the Executive has the legal right to enter into this Executive Termination Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms and that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the Executive from entering into this Executive Termination Agreement or performing all of the Executive’s obligations hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

MILLIPORE CORPORATION
By
Name:
Title:
{Name}
Date:	{Date}

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EXHIBIT A

DEFINITIONS

“Cause” means any of the following:

(a) repeated and documented failure or refusal, without proper legal cause, to perform the duties and responsibilities of the Executive’s position;

(b) the Executive’s conviction, indictment or entering into a guilty plea or a plea of no contest (or their procedural equivalent) for any felony or other crime with respect to which imprisonment is reasonably likely;

(c) the Executive’s misappropriation or embezzlement of funds or property belonging to the Company;

(d) the appropriation (or attempted appropriation) of a material business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company;

(e) the Executive’s engaging in activities that constitute a material breach or violation of any of the terms of this Agreement or Employee Code of Conduct (including its Rules of Conduct) dated as of October 26, 2006, and as may be awarded from time to time;

(f) chronic absenteeism not caused by Disability;

(g) engaging in sexual harassment in violation of applicable federal, state or local laws or the Company’s employment policies; or

(h) controlled substance abuse, alcoholism or drug addiction that interferes with or affects the Executive’s responsibilities to the Company or that reflects negatively upon the Company’s integrity or reputation.

The Executive shall have a reasonable period of time (but in no event less than 15 days) to cure any material breach described in paragraph (e) above; provided, however, that the Board shall not be required to provide the Executive an opportunity to cure a material breach under paragraph (e) above if it reasonably determines that such breach is not capable of being cured. Cause does not include any act or omission of which any member of the Board who is not a party to such act or omission has had actual knowledge for at least six (6) months. Any notice to terminate the Executive employment for Cause must state that the Board finds in good faith that (1) the Executive is guilty of conduct constituting Cause, specifying the details of such conduct, and (2) solely with respect to a material breach under paragraph (e), that either (x) the Executive failed to timely cure such breach to the Board’s reasonable satisfaction, or (y) such breach was not capable of being cured.

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“Change of Control” shall mean the first to occur of the following events, provided that such event is not a Management Buyout:

(a) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (a) shall not be deemed to be a Change of Control if such event results from any of the following: (i) the acquisition of Company Voting Securities by the Company or any of its subsidiaries, (ii) the acquisition of Company Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, (iii) the acquisition of Company Voting Securities by any underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) the acquisition of Company Voting Securities pursuant to a Non-Qualifying Transaction (as defined in paragraph (c) below);

(b) individuals who, as of the date hereof, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof, whose election or nomination for election was endorsed (either by a specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for director, without written objection to such nomination) by a vote of at least a majority of the directors who were, as of the date of such approval, Incumbent Directors, shall be an Incumbent Director; provided, however, that no individual initially appointed, elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be an Incumbent Director; or

(c) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (i) the Company or (ii) any of its wholly owned subsidiaries pursuant to which, in the case of this clause (ii), Company Voting Securities are issued or issuable (any event described in the immediately preceding clause (i) or (ii), a “Reorganization”) or (iii) the sale or other disposition of all or substantially all of the assets of the Company to an entity that is not an affiliate of the Company (it being understood that this clause (iii) will only be triggered upon a sale of assets having a total gross fair market value equal to or more than 40% of the total gross fair market value of all the Company’s assets immediately before such acquisition) (a “Sale”), unless immediately following such Reorganization or Sale: (A) more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (x) the entity resulting from such Reorganization, or the entity which has acquired all or substantially all of the assets of the Company (in either case, the “Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of

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an entity other than a corporation) of the Surviving Entity (the “Parent Entity”), is represented by Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity or the Parent Entity) is or becomes the beneficial owner, directly or indirectly, of 30% or more of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (C) at least a majority of the members of the board of directors (or similar officials in the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement providing for such Reorganization or Sale, Incumbent Directors (any Reorganization or Sale which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

(d) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, if any person becomes the beneficial owner of 30% or more of the combined voting power of Company Voting Securities solely as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding, such increased amount shall be deemed not to result in a Change of Control; provided, however, that if such person subsequently becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change of Control shall then be deemed to occur.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Company” means Millipore Corporation and, for purposes of the definition of “Cause” shall include its subsidiaries and affiliates.

“Consultant” shall have the meaning set forth in Exhibit C of this Agreement.

“Date of Termination”, with respect to any purported termination of the Executive’s employment after a Change of Control, means (a) if the Executive’s employment is terminated for Disability, 30 days after Notice of Termination is given (provided that the Executive has not returned to the performance of the Executive’s duties on a full-time basis during such 30-day period), (b) if the Executive’s employment is terminated by the Company for any reason other than Disability or by the Executive for any reason, the date specified in the Notice of Termination (which, in the case of a termination by the Company shall not be less than 30 days, and in the case of a termination by the Executive shall not be more than 60 days, respectively, from the date such Notice of Termination is given) or (c) if the Executive dies, the Executive’s date of death (without any requirement that a Notice of Termination be provided), subject in each case to Section 11.02.

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“Disability” means if, for physical or mental reasons, the Executive is unable to perform the Executive’s duties under this Agreement for 120 consecutive days, or 180 days during any twelve-month period, as reasonably determined by the Board.

“Excise Tax” shall mean any excise tax imposed under Section 4999 of the Code.

“Good Reason” shall mean the occurrence (without the Executive’s express written consent) after a Change of Control of any one of the following acts by the Company, or failures by the Company to act, unless such act or failure to act is corrected in accordance with the procedures described below:

(a) the assignment to the Executive of any duties inconsistent with the Executive’s status as Corporate Vice President and {Title} of the Company or a substantial diminution in the nature or status of the Executive’s responsibilities from those in effect immediately prior to the Change of Control (for the avoidance of doubt, a change in reporting relationships shall not be considered a substantial diminution in the nature or status of the Executive’s responsibilities);

(b) a reduction by the Company in the Executive’s annual base salary and/or the level of the Executive’s target bonus under the Company’s annual bonus plan, in each case as in effect as of immediately prior to a Change of Control or as the same may be increased from time to time;

(c) the Company’s requiring the Executive to be based anywhere outside a fifty mile radius of the Company’s offices at which the Executive is based as of immediately prior to a Change of Control (or any subsequent location at which the Executive has previously consented to be based) except for required travel on the Company’s business to an extent that is not substantially greater than the Executive’s business travel obligations as of immediately prior to a Change of Control or, if more favorable, as of any time thereafter, or, in the event the Executive consents to any such relocation of the Executive’s offices, the failure by the Company to provide the Executive with all of the benefits of the Company’s relocation policy, if any, as in effect as of immediately prior to a Change of Control or, if more favorable as of any time thereafter;

(d) the failure by the Company to pay to the Executive any portion of the Executive’s current compensation (for purposes of this paragraph (d), “current compensation” shall mean the Executive’s annual base salary and the awards earned pursuant to the Company’s annual bonus plan, in each case as in effect as of immediately prior to a Change of Control or as the same may be increased from time to time) or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company as in effect as of immediately prior to a Change of Control or, if more favorable, as of any time thereafter, within seven days of the date such compensation is due;

(e) the failure by the Company to continue in effect any short-term and long-term cash compensation and stock-based compensation plan in which the Executive participates as of immediately prior to a Change of Control or, if more favorable, as of any time thereafter, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made

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with respect to such plan, or the failure by the Company to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not less favorable, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants as existed as of immediately prior to a Change of Control or, if more favorable, as of any time thereafter;

(f) the failure by the Company to continue to provide the Executive with benefits no less favorable in the aggregate than those enjoyed by the Executive under any of the Company’s life insurance, medical, health and accident, or disability plans in which the Executive was participating as of immediately prior to a Change of Control or, if more favorable, as of any time thereafter, (ii) the taking of any action by the Company which would directly or indirectly reduce any of such benefits or deprive the Executive of any fringe benefit enjoyed by the Executive as of immediately prior to a Change of Control or, if more favorable, as of any time thereafter, or (iii) the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect as of immediately prior to a Change of Control or, if more favorable, as of any time thereafter; provided, however that this paragraph shall not be construed to require the Company to provide the Executive with a defined benefit pension plan if no such plan is provided to similarly situated executive officers of the Company; or

(g) any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 11.01, and, for purposes of this Agreement, no such purported termination shall preclude the Executive from claiming Good Reason hereunder.

The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. The Executive will be deemed to have waived the Executive’s rights relating to circumstances constituting Good Reason if the Executive has not provided to the Company a written Notice of Termination within ninety (90) days following the Executive’s knowledge of circumstances constituting Good Reason. If the condition giving rise to Good Reason is capable of being corrected, the Company shall have 30 days during which it may remedy the condition to the reasonable satisfaction of the Executive.

“Gross-Up Payment” shall have the meaning set forth in Section 8.01 of this Agreement.

“Impending Change of Control” means the occurrence of any event or circumstance which gives rise to a threat or a likelihood of Change of Control, whether or not supported or approved by the Company’s management or the Board, provided that an Impending Change of Control shall be deemed to have occurred if:

(a) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change of Control;

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(b) the Company or any person (as defined for purposes of a Change of Control), publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change of Control;

(c) any person (other than any person described in paragraph (a)(i), (ii) or (iii) of the definition of a Change of Control) (i) who is the beneficial owner, as of the date hereof, directly or indirectly, 15% or more of the combined voting power of the Company Voting Securities, increases such person’s beneficial ownership of Company Voting Securities or (ii) who beneficially owns, as of the date hereof, directly or indirectly, less than 15% of the combined voting power of the Company Voting Securities, becomes the beneficial owner of 15% or more of the combined voting power of the Company Voting Securities; or

(d) the Board adopts a resolution to the effect that, for purposes of this Agreement, an Impending Change of Control has occurred.

Notwithstanding the foregoing, if any person becomes the beneficial owner of an additional amount of the combined voting power of Company Voting Securities solely as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding, such increased amount shall be deemed not to result in an Impending Change of Control; provided, however, that if such person subsequently becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, an Impending Change of Control shall then be deemed to occur.

Any determination made by the Board that an event constituting an Impending Change of Control has occurred shall be final and binding if such determination is made by the Board in good faith.

“Management Buyout” shall mean an event or transaction which would otherwise constitute a Change of Control (a “Transaction”) if, in connection with the Transaction, the Executive, members of the Executive’s immediate family, and/or the “Executive’s Affiliates” (as defined below) participate, directly or beneficially, as an equity investor in, or have the option or right to acquire, whether or not vested, equity interests of, the acquiring entity or any of its Affiliates (the “Acquiror”) having a percentage interest therein greater than three percent. For purposes of the preceding sentence, a party shall not be deemed to have participated as an equity investor in the Acquiror by virtue of (i) obtaining beneficial ownership of any equity interest in the Acquiror as a result of the grant to the party of an incentive compensation award under one or more incentive plans of the Acquiror (including, but not limited to, the conversion in connection with the Transaction of incentive compensation awards of the Company into incentive compensation awards of the Acquiror), on terms and conditions substantially equivalent to those applicable to other employees of the Company at a comparable level as such party immediately prior to the Transaction, or at other peer group life science companies customarily referenced as such in the Company’s proxy statement disclosures, after taking into account normal differences attributable to job responsibilities, title and the like, or (ii) obtaining beneficial ownership of any equity interest in the Acquiror on terms and conditions substantially equivalent to those obtained in the Transaction by all other shareholders of the Company or (iii) the party’s interests in any tax-qualified defined benefit or defined contribution pension or retirement plan in which such party or any

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family member is a participant or beneficiary. The “Executive’s Affiliates “ at any time consist of any entity in which the Executive and/or members of the Executive’s immediate family then own, directly or beneficially, or have the option or right to acquire, whether or not vested, greater than 10% of such entity’s equity interests, and all then current directors and executive officers of the Company who are members of any group, that also includes the Executive, a member of the Executive’s immediate family and/or any such entity, in which the members have agreed to act together for the purpose of participating in the Transaction. The Executive’s immediate family consists of the Executive’s spouse, parents, children and grandchildren.

“Notice of Termination” shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. A Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board (excluding the Executive for such purpose) at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive’s conduct constituted Cause, and specifying the particulars thereof in detail.

“Payments” shall have the meaning set forth in Section 8.01 of this Agreement.

“Period of Employment” shall mean the period beginning upon the occurrence of an Impending Change of Control (or, if a Change of Control occurs prior to any Impending Change of Control, upon a Change of Control) and ending at the close of business on the 180th day subsequent to any Change of Control (or, if earlier, the date on which the Board determines that there is no longer any threat or likelihood of a Change of Control).

“Qualifying Termination” shall have the meaning given such term in Section 5.01, For avoidance of doubt, a suspension of the Executive’s title and authority while on administrative leave due to a reasonable belief that the Executive has engaged in misconduct, whether or not the suspected misconduct constitutes Cause for employment termination, shall not be considered a constructive termination of employment.

“Severance Agreement” shall mean that certain Officer Severance Agreement, dated as of the date hereof, between the Executive and the Company.

“Severance Payments” shall have the meaning given such term in Section 5.01.

“Stock Award” means stock options, restricted stock, stock appreciation rights, phantom stock and any other similar award initially issued to the Executive before, on or after the date of this Agreement but before a Change of Control that has its value based on the Company’s common stock.

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EXHIBIT B

FORM OF RELEASE AGREEMENT

AGREEMENT AND GENERAL RELEASE

Millipore Corporation, its affiliates, parents, subsidiaries, divisions, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to throughout this Agreement as “Employer”), and                      (“Executive”), the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee”) agree:

1. Last Day of Employment. Executive’s last day of employment with Employer is                     . In addition, effective as of DATE, Executive resigns from the Executive’s position as                      and will not be eligible for any benefits or compensation after                     , other than as specifically provided in Article IV, Article V and Section 6.01 of the Executive Termination Agreement between Employer and Executive dated                      (the “Executive Termination Agreement”). The Executive further acknowledges and agrees that, after DATE, the Executive will not represent the Executive as being a director, employee, officer, trustee, agent or representative of Employer for any purpose. In addition, effective as of DATE, Executive resigns from all offices, directorships, trusteeships, committee memberships and fiduciary capacities held with, or on behalf of, Employer or any benefit plans of Employer. These resignations will become irrevocable as set forth in Section 3 below.

2. Consideration. The parties acknowledge that this Agreement and General Release is being executed in accordance with Section 7.02(b) of the Executive Termination Agreement.

3. Revocation. Executive may revoke this Agreement and General Release for a period of seven (7) calendar days following the day Executive executes this Agreement and General Release. Any revocation within this period must be submitted, in writing, to Employer and state, “I hereby revoke my acceptance of our Agreement and General Release.” The revocation must be personally delivered to Employer’s                                 , and postmarked within seven (7) calendar days of execution of this Agreement and General Release. This Agreement and General Release shall not become effective or enforceable until the revocation period has expired. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Boston, Massachusetts, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday.

4. General Release of Claim. Subject to the full satisfaction by the Employer of its obligations under the Severance Agreement, Employee knowingly and voluntarily releases and forever discharges Employer from any and all claims, causes of action, demands, fees and liabilities of any kind whatsoever, whether known and unknown, against Employer, Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of:

• Title VII of the Civil Rights Act of 1964, as amended;

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• The Civil Rights Act of 1991;

• Sections 1981 through 1988 of Title 42 of the United States Code, as amended;

• The Employee Retirement Income Security Act of 1974, as amended;

• The Immigration Reform and Control Act, as amended;

• The Americans with Disabilities Act of 1990, as amended;

• The Age Discrimination in Employment Act of 1967, as amended;

• The Older Workers Benefit Protection Act of 1990;

• The Worker Adjustment and Retraining Notification Act, as amended;

• The Occupational Safety and Health Act, as amended;

• The Family and Medical Leave Act of 1993;

• Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts;

• Any other federal, state or local civil or human rights law or any other local state or federal law, regulation or ordinance;

• Any public policy, contract, tort, or common law; or

• Any allegation for costs, fees, or other expenses including attorneys fees incurred in these matters.

Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights to accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by Employer or under COBRA (the “Accrued Amounts”); (ii) Employee’s rights under the provisions of the Executive Termination Agreement which are intended to survive termination of employment; or (iii) the Employee’s rights as a stockholder.

5. No Claims Permitted. Employee waives Executive’s right to file any charge or complaint against Employer arising out of Executive’s employment with or separation from Employer before any federal, state or local court or any state or local administrative agency, except where such waivers are prohibited by law.

6. Affirmations. Employee affirms Executive has not filed, has not caused to be filed, and is not presently a party to, any claim, complaint, or action against Employer in any forum. Employee further affirms that the Executive has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and no other compensation, wages, bonuses, commissions and/or benefits are due to Executive, except for the Accrued Amounts. The Employee also affirms Executive has no known workplace injuries.

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7. Cooperation; Return of Property. In accordance with Section 5.10 of the Severance Agreement, Employee agrees to reasonably cooperate with Employer and its counsel in connection with any investigation, administrative proceeding or litigation relating to any matter that occurred during Executive’s employment in which Executive was involved or of which Executive has knowledge. Employee represents that Executive has complied with Section 5.08 of the Severance Agreement regarding the return of property.

8. Governing Law and Interpretation. This Agreement and General Release shall be governed and conformed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. In the event Employee or Employer breaches any provision of this Agreement and General Release, Employee and Employer affirm either may institute an action to specifically enforce any term or terms of this Agreement and General Release. Should any provision of this Agreement and General Release be declared illegal or unenforceable by any court of competent jurisdiction and should the provision be incapable of being modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement and General Release in full force and effect. Nothing herein, however, shall operate to void or nullify any general release language contained in the Agreement and General Release.

9. No Admission of Wrongdoing. Employee agrees neither this Agreement and General Release nor the furnishing of the consideration for this Release shall be deemed or construed at any time for any purpose as an admission by Employer of any liability or unlawful conduct of any kind.

10. Amendment. This Agreement and General Release may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Agreement and General Release.

11. Entire Agreement. This Agreement and General Release sets forth the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings between the parties; provided, however, that notwithstanding anything in this Agreement and General Release, the provisions in the Executive Termination Agreement which are intended to survive termination of the Executive’s employment, such as under Article IX, shall survive and continue in full force and effect. Employee acknowledges Executive has not relied on any representations, promises, or agreements of any kind made to Executive in connection with Executive’s decision to accept this Agreement and General Release.

EMPLOYEE HAS BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE.

EMPLOYEE AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.

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HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE SEVERANCE AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST EMPLOYER.

IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Agreement and General Release as of the date set forth below:

MILLIPORE CORPORATION
By:
Name:	[NAME]
Title:
Date:
EXECUTIVE
Date:

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EXHIBIT C

TAX GROSS-UP PAYMENT RULES AND PROCEDURES

1. Subject to Paragraph 3 below, all determinations required to be made under Section 8.02 of this Agreement, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by an accounting firm (the “Consultant”) selected in accordance with Paragraph 2 below. The Consultant shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the event that results in the potential for an excise tax liability for the Executive, which could include but is not limited to a Change of Control and the subsequent vesting of any cash payments or awards, or the Executive’s termination of employment, or such earlier time as is required by the Company. The initial Gross-Up Payment, if any, as determined pursuant to this Paragraph 1, shall be paid on the Executive’s behalf to the applicable taxing authorities within five (5) days of the receipt of the Consultant’s determination. If the Consultant determines that the Executive is not subject to Excise Tax, it shall furnish the Executive with a written report indicating that the Executive has substantial authority not to report any Excise Tax on the Executive’s federal income tax return. Any determination by the Consultant shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Consultant hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Paragraph 3 below and Executive thereafter is required to make a payment or additional payment of any Excise Tax, the Consultant shall determine the amount of the Underpayment that has occurred and any such Underpayment, increased by all applicable interest and penalties associated with the Underpayment, shall be promptly paid by the Company to or for the benefit of Executive. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes on earned income at the highest marginal rate of taxation in the state and locality of Executive’s residence on the Date of Termination, (or the date of the Change of Control if the Executive is subject to Excise Tax prior to the issuance of a Notice of Termination) net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

2. The Consultant shall be a nationally recognized public accounting firm, benefits consultant or law firm proposed by the Company and agreed upon by the Executive. If Executive and the Company cannot agree on the firm to serve as the Consultant within ten (10) days after the date on which the Company proposed to Executive an entity to serve as the Consultant, then Executive and the Company shall each select one and those two firms shall jointly select the entity to serve as the Consultant within ten (10) days after being requested by the Company and Executive to make such selection. The Company shall pay the Consultant’s fee.

3. Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than fifteen (15) business days after Executive knows of such claim and the Executive shall apprise the Company of the nature of such

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claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the period ending on the date that any payment of taxes with respect to such claim is due or the thirty day period following the date on which Executive gives such notice to the Company, whichever period is shorter. If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including attorneys fees and any additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Paragraph 3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect to such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax and income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other authority.

4. If, after the receipt by Executive of an amount advanced by the Company pursuant to Paragraph 3 above, Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Paragraph 3), promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto).

5. Any Gross-Up Payment required to be paid hereunder shall be paid no later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the Executive pays the Excise Tax to which the Gross-Up Payment relates to the United States Internal Revenue Service or other applicable taxing authority.

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EX-10.6

Exhibit 10.6

OFFICER SEVERANCE AGREEMENT, dated as of {Date} (the “Effective Date”), between MILLIPORE CORPORATION, a Massachusetts corporation with offices at 290 Concord Road, Billerica, Massachusetts 01821 (the “Company”), and {Name} (the “Executive”).

WHEREAS the Executive is an officer and key member of the Company’s management; and

WHEREAS the Company believes that it is appropriate to provide its management in general and the Executive in particular with certain specified severance compensation and benefits in the event of termination of employment under certain circumstances as set forth in more detail below.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. “Annual Salary” means [the Executive’s current base salary determined immediately prior to the Qualifying Termination and without regard to any reduction to salary giving rise to the Qualifying Termination] OR [the sum of (a) the Executive’s current base salary and (b) the Executive’s annual target bonus for the year in which the Qualifying Termination occurs (in each case determined immediately prior to the Qualifying Termination and without regard to any reduction in such salary or target bonus giving rise to the Qualifying Termination).]

SECTION 1.02. “Board” means the Board of Directors of the Company.

SECTION 1.03. “Cause” means any of the following:

(a) repeated and documented failure or refusal, without proper legal cause, to perform the duties and responsibilities of the Executive’s position;

(b) the Executive’s conviction, indictment or entering into a guilty plea or a plea of no contest (or their procedural equivalent) for any felony or other crime with respect to which imprisonment is reasonably likely;

(c) the Executive’s misappropriation or embezzlement of funds or property belonging to the Company;

(d) the appropriation (or attempted appropriation) of a material business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company;

(e) the Executive’s engaging in activities that constitute a material breach or violation of any of the terms of this Agreement or the Employee Code of Conduct (including its Rules of Conduct) dated October 26, 2006, and as may be amended from time to time;

(f) chronic absenteeism not caused by Disability;

(g) engaging in sexual harassment in violation of applicable federal, state or local laws or the Company’s employment policies; or

(h) controlled substance abuse, alcoholism or drug addiction that interferes with or affects the Executive’s responsibilities to the Company or that reflects negatively upon the Company’s integrity or reputation.

The Executive shall have a reasonable period of time (but in no event less than 15 days) to cure any material breach described in paragraph (e) above; provided, however, that the Board shall not be required to provide the Executive an opportunity to cure a material breach under paragraph (e) above if it reasonably determines that such breach is not capable of being cured. Cause does not include any act or omission of which any member of the Board who is not a party to such act or omission has had actual knowledge for at least six (6) months. Any notice to terminate the Executive’s employment for Cause must state that the Board finds in good faith that (1) the Executive is guilty of conduct constituting Cause, specifying the details of such conduct and (2) solely with respect to a material breach under paragraph (e), that either (x) the Executive failed to timely cure such breach to the Board’s reasonable satisfaction, or (y) such breach was not capable of being cured.

SECTION 1.04. “Code” means the Internal Revenue Code of 1986, as amended.

SECTION 1.05. “Committee” means the Management Development and Compensation Committee of the Board.

SECTION 1.06. “Company” means Millipore Corporation and, for purposes of Section 1.03 and Article V, shall include its subsidiaries and affiliates.

SECTION 1.07. “Company-Paid Coverage Period” has the meaning given such term in Section 2.01(b).

SECTION 1.08. “Disability” means if, for physical or mental reasons, the Executive is unable to perform the Executive’s duties under this Agreement for 120 consecutive days, or 180 days during any twelve-month period, as reasonably determined by the Board.

SECTION 1.09. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

SECTION 1.10. “Executive Termination Agreement” means that certain Executive Termination Agreement, dated as of the date hereof, between the Executive and the Company.

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SECTION 1.11. “Non-Compete Term” has the meaning given such term in Section 5.01.

SECTION 1.12. “Other Severance Benefits” has the meaning given such term in Section 12.09.

SECTION 1.13. “Post-2006 Equity Awards” means stock options, stock appreciation rights, restricted stock, and restricted stock units that are not Pre-2007 Equity Awards.

SECTION 1.14. “Pre-2007 Equity Awards” means the Executive’s stock option awards, restricted stock and restricted stock units listed on Exhibit A to this Agreement that are unvested at the time of the Executive’s Qualifying Termination.

SECTION 1.15. “Qualifying Termination” means any termination of the Executive’s employment by the Company other than for Cause and other than due to the Executive’s death or Disability. For avoidance of doubt, a suspension of the Executive’s title and authority while on a paid administrative leave not exceeding 60 days due to a reasonable belief that the Executive has engaged in misconduct, whether or not the suspected misconduct constitutes Cause for employment termination, shall not be considered a constructive termination of employment.

SECTION 1.16. “Severance Amount” has the meaning given such term in Section 3.01(a).

SECTION 1.17. “Severance Multiple” shall mean [one] OR [the sum of (a) one plus (b) the quotient (but not more than one) obtained by dividing (i) the number of the Executive’s full years of service as of the date of termination of employment, by (ii) 12.]

SECTION 1.18. “Severance Period” means [mean the one year period immediately following a Qualified Termination] OR [one year plus one additional month (but not more than 12) for each of the Executive’s full years of service with the Company as of the date of termination of employment, beginning on the Qualifying Termination.]

ARTICLE II

Term

SECTION 2.01. The Executive’s term of employment under this Agreement (such term of employment, as it may be extended or terminated, is herein referred to as the “Term”) shall be for a term commencing on the Effective Date and, unless terminated earlier as provided in Article IV hereof, ending on {Date}, provided that the Term of this Agreement may be extended by action of the Committee effective as of each {Date} beginning in {Date} as part of its annual compensation review so that the then remaining Term is three years.

ARTICLE III

Benefits

SECTION 3.01. Subject to Section 3.02, in the event that the Executive’s employment terminates as a result of a Qualifying Termination, then the Executive shall be entitled to the following benefits:

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(a) Cash Severance Payment. The Executive shall be entitled to receive continued payments of his base salary as in effect immediately prior to his termination date in accordance with the regular payroll schedule for executive officers of the Company until the earlier of (1) such date as the sum of such payments equals the lesser of (I) or (II) below, or (2) the date that is six months and a day after the Qualifying Termination (the “Salary Continuation Severance Payments”). The Executive shall also be entitled to receive a lump sum cash severance payment equal to the difference between (i) the product of the Executive’s Annual Salary multiplied by the Executive’s Severance Multiple, and (ii) the aggregate amount of Salary Continuation Severance Payments (the “Lump Sum Severance Payment”). The Lump Sum Severance Payment shall be paid to the Executive on a date that is six months and a day after the Qualifying Termination. The sum of the Salary Continuation Severance Payments and the Lump Sum Severance Payment shall be referred to as the “Severance Amount.” The Severance Amount shall not be taken into account for purposes of determining the Executive’s rights under any other employee benefit or compensation plans, agreements, arrangements or policies established, maintained or contributed to by the Company or its subsidiaries or affiliates. For purposes of this Section 3.01(a), “(I)” shall mean the sum of the Executive’s annualized compensation based upon his annual rate of pay for services provided to the Company for the calendar year preceding the Company’s taxable year in which the Employee had a separation from service as that term is used by Section 409A of the Code (“Separation from Service”), and “(II)” shall mean the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive has a Separation from Service.

(b) Continued Employee Welfare Benefits. The Executive and the Executive’s family shall receive continued provision of the Company’s standard group employee insurance coverages (e.g., health, dental, disability, and life) as made available generally to the Company’s active employees for a period (the “Company-Paid Coverage Period”) that commences upon the Qualifying Termination and ends upon the earlier of (i) the expiration of the Severance Period, or (ii) the date that the Executive becomes covered under another employer’s group health, dental, disability, or life insurance plans that provide the Executive with comparable benefits; provided, however, that if the continuation of any or all of such insurance coverages are not permitted under the terms of the Company’s group insurance plans, the Company shall arrange for the provision of substantially equivalent insurance coverages to be provided under alternative plans or arrangements that provide such coverages on substantially the same terms and at a cost to the Executive that is not greater than that incurred by the Executive (determined on an after-tax basis) immediately prior to such Qualifying Termination Notwithstanding the foregoing, in the event any such coverage is unavailable or otherwise commercially impracticable, the Company may (but is not required to) satisfy its obligation under this Section 3.01(b) by paying to the Executive the cost of such coverage if it were available, as determined in good faith by the Company. For purposes of Title X of the Consolidated Budget Reconciliation Act of 1985 (“COBRA”), the date of the “qualifying event” for the Executive and the

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Executive’s family members shall be the date of the Executive’s employment termination; provided, however, that such date shall be the date on which the Executive loses coverage if the applicable group health plan provides for such treatment. To the extent that any medical, dental, prescription drug, or other health benefits (collectively, the “Medical Benefits”) that may be required to be provided by the Company during the Company-Paid Coverage Period that are provided under a so-called “self-insured” benefit plan which is subject to Section 105(h) of the Code shall be structured so that on or about the first day of each month for which coverage is to be provided the Company shall pay to the Executive an amount in cash sufficient (taking into account applicable taxes) to cover the applicable premium for the Medical Benefits coverage for that month. The Executive’s premium payments to the Company for Medical Benefits shall be due on the last day of the month to which the coverage relates. The parties intend that the first 18 months of Medical Benefits coverage shall be exempt from the application of Section 409A, and that any remaining payments by the Company for Medical Benefits shall be considered in compliance with Section 409A.

(c) Accelerated Vesting of Pre-2007 Equity Awards. In the event of a Qualifying Termination:

(i) 50% of the Executive’s then outstanding and unvested stock options that are Pre-2007 Equity Awards shall immediately vest and become exercisable as of the date of Qualifying Termination and remain exercisable for a period of six months thereafter, but in no event later than the originally scheduled expiration date without regard to the Qualifying Termination, and

(ii) 50% of the Executive’s then outstanding and unvested shares of restricted stock and restricted stock units that are Pre-2007 Equity Awards shall immediately vest and any restrictions on any such shares or units shall immediately lapse.

(d) Accelerated Vesting of Post-2006 Equity Awards. In the event of a Qualifying Termination:

(i) 50% of the Executive’s then outstanding and unvested stock option awards that are Post-2006 Equity Awards shall immediately vest and become exercisable as of such date, and

(ii) 25% of the Executive’s then outstanding and unvested shares of restricted stock or restricted stock units that are Post-2006 Equity Awards granted during the 12 month period ending on the Qualified Termination shall immediately vest and any restrictions on such shares or units shall immediately lapse, and

(iii) 50% of the Executive’s then outstanding and unvested shares of restricted stock or restricted stock units that are Post-2006 Equity Awards granted more the one year but less than two years before the Qualified Termination shall immediately vest and any restrictions on such shares or units shall immediately lapse, and

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(iv) 75% of the Executive’s then outstanding and unvested shares of restricted stock or restricted stock units that are Post-2006 Equity Awards granted more the two years but less than three years before the Qualified Termination shall immediately vest and any restrictions on such shares or units shall immediately lapse.

Accelerated vesting under this Section 3.01(d) shall only apply to time-based Post-2006 Equity Awards (i.e., awards that vest based on periods of continued employment). Accelerated vesting of performance-based Post-2006 Equity Awards (i.e., awards that vest upon attaining corporate, business unit, individual or other performance objectives) shall only accelerate upon a Qualifying Termination to the extent set forth in the underlying award agreement or in an amendment to this Agreement.

(e) Accrued Salary and Vacation. The Executive shall be paid all salary and accrued vacation pay earned through the date of the Qualifying Termination. Such payment shall be made no later than 10 business days after the Qualifying Termination.

(f) Pro-Rata Bonus. The Executive shall become entitled to receive, in lieu of any payments that the Executive may be entitled to receive under the Company’s annual incentive plan for the year in which the Qualifying Termination occurs, a lump-sum payment equal to the Executive’s target annual bonus for the performance year in which the Qualifying Termination occurs, multiplied by a fraction, the numerator of which is the number of days elapsed in such year through the date of the Qualifying Termination and the denominator of which is 365. Such payment shall be made at the same time as the Cash Severance Payment under Section 3.01(a) above.

(g) Outplacement Services. The Executive shall be entitled to receive outplacement services for a reimbursement period ending not later than the earlier of the first anniversary of the Qualifying Termination or the date on which the Executive commences other employment. The Company shall select the outplacement services after consultation with the Executive, it being understood that the cost of these services shall in no event exceed the lesser of 10% of Annual Salary or $50,000. The Company shall reimburse the Executive for the amount of any such outplacement services upon the receipt of appropriate documentation from the Executive. Any reimbursement under this Section 3.01(g) will be made by the Company not later than the 90 day period following the expiration of the reimbursement period.

SECTION 3.02. Any payments or benefits made or provided pursuant to Section 3.01 (other than accrued salary and vacation) are subject to the Executive’s:

(a) compliance with the provisions of Article V hereof;

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(b) delivery to the Company of an executed Agreement and General Release (the “General Release”), which shall be executed substantially in the form attached hereto as Exhibit B (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days of presentation thereof by the Company to the Executive; and

(c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans.

Notwithstanding the due date of any post-employment payments, any amounts or benefits due following a Qualifying Termination (other than accrued salary and vacation) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid to the Executive within ten (10) business days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 409A of the Code).

SECTION 3.03. If the Executive fails to materially comply with any obligation or covenant under Section 5.02 of this Agreement or is subsequently determined to have terminated employment for Cause under Section 4.02 below, the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to the Executive pursuant to any provision of this Agreement shall immediately cease and the Executive shall be required to immediately repay to the Company all amounts theretofore paid or otherwise provided to the Executive pursuant to Sections 3.01(a), (c), (d), (f) and (g) of this Agreement. The Company may recover amounts under this Section 3.02 by set-off from any amounts otherwise due to Executive under any other plan, program or arrangement if the Executive fails to make any required repayment within 15 business days after written demand to the Executive.

ARTICLE IV

Nonqualifying Termination

SECTION 4.01. In the event the Executive’s employment is terminated by reason of the Executive’s voluntary resignation, death or Disability or by the Company for Cause, then the Executive shall not be entitled to receive severance or other benefits under this Agreement.

SECTION 4.02. Any termination of employment for Cause shall be made in writing to the Executive, which notice shall set forth in detail all acts or omissions upon which the Board is relying for such termination. If the Executive’s employment is terminated by the Company without Cause and the Board discovers in the following six (6) months that the Executive’s employment could have been terminated for Cause, the Board shall be entitled to retroactively treat Executive’s employment to have been terminated for Cause for all purposes.

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SECTION 4.03. If the Executive’s employment is terminated for Cause, the Executive’s employment and rights to compensation from the Company shall terminate immediately upon receipt of written notice except that the Company shall have the obligation to pay the Executive such portion of base salary and vacation as may be accrued but unpaid on the date the Executive’s employment is terminated. For avoidance of doubt, the Executive shall have no right to receive any bonus payments that have accrued and are payable if Executive’s employment is terminated for Cause.

ARTICLE V

Post Employment Obligations

SECTION 5.01. As an inducement to the Company to provide the payments and benefits to the Executive hereunder, the Executive acknowledges and agrees that in the event of the Executive’s termination of employment for any reason, the Executive agrees to comply with the restrictions set forth in Section 5.02 for a term equal to the Executive’s Severance Period (the “Non-Compete Term”).

SECTION 5.02. The Executive acknowledges and agrees that, so long as the Company complies with its obligations to provide the payments required under Section 3.01, the Executive shall not, directly or indirectly: (a) engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in competition with the Company during the Non-Compete Term; provided, however, that such provision shall not apply (1) to the Executive’s ownership of common stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Exchange Act, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation and (2) to any corporation or business that derives less than 5% of its revenues from businesses that compete with the Company; or (b) for himself or for any other person, firm, corporation, partnership, association or other entity: (i) employ or attempt to employ or enter into any contractual arrangement with any employee or former employee of the Company, unless such employee or former employee has not been employed by the Company for a period in excess of six months; (ii) call on or solicit any of the actual or targeted prospective clients of the Company on behalf of any person or entity in connection with any business competitive with the business of the Company; or (iii) make known the names and addresses of such clients or any information relating in any manner to the Company’s trade or business relationships with such customers.

SECTION 5.03. The Executive warrants to promptly notify the Company upon commencing employment with another employer, which shall include services as an independent contractor or self-employment.

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SECTION 5.04. The Executive acknowledges and agrees (whether or not the Executive is then subject to the restrictions set forth in Section 5.02) not to disclose, either while in the Company’s employ or at any time thereafter, to any person not employed by the Company, or not engaged to render services to the Company, any confidential information obtained by the Executive while in the employ of the Company, including, without limitation, any of the Company’s inventions, processes, methods of distribution or customers or trade secrets; provided, however, that this provision shall not preclude the Executive from disclosing information (a) known generally to the public (other than as a result of the Executive’s breach of this section), (b) not considered confidential by persons engaged in the business conducted by the Company or (c) to the extent required by law or court order. The Executive also agrees that upon leaving the Company’s employ the Executive will not take with the Executive, without the prior written consent of an officer authorized to act in the matter by the Board any drawing, blueprint, specification or other document of the Company, its subsidiaries, affiliates and divisions, which is of a confidential nature relating to the Company, its subsidiaries, affiliates, and divisions, including, without limitation, relating to its or their methods of distribution, or any description of any formulae or secret processes.

SECTION 5.05. Neither party shall, at any time during the Term or thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally or otherwise, or take any action which may, directly or indirectly, disparage or be damaging to the other party (including any of the Company’s subsidiaries, other affiliates, officers, directors, employees, partners or stockholders); provided that nothing in this Section 5.05 shall preclude either party from making truthful statements or disclosures that are required by applicable law, regulation or legal process. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) or otherwise as required by law shall not be subject to this Section 5.05.

SECTION 5.06. The Executive acknowledges and agrees that (a) the restrictive covenants contained in this Article V are reasonably necessary to protect the legitimate business interests of the Company, and are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind, (b) the Executive’s full, uninhibited and faithful observance of each of the covenants contained in this Article V will not cause the Executive any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair the Executive’s ability to obtain employment commensurate with the Executive’s abilities and on terms fully acceptable to the Executive or otherwise to obtain income required for the comfortable support of the Executive and the Executive’s family and the satisfaction of the needs of the Executive’s creditors and (c) the restrictions contained in this Article V are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company’s successors and permitted assigns.

SECTION 5.07. The Executive acknowledges and agrees that any violation of the provisions of Article V would cause the Company irreparable damage and that if the Executive breaches or threatens to breach such provisions, the Company shall be entitled, in addition to any other rights and remedies the Company may have at law or in equity, to obtain specific performance of such covenants through injunction or other equitable relief from a court of competent jurisdiction, without proof of actual damages and without being required to post bond.

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SECTION 5.08. The Executive agrees that upon termination of the Executive’s employment, for any cause whatsoever, the Executive will surrender to the Company in good condition (reasonable wear and tear excepted) all property and equipment belonging to the Company and all records kept by the Executive containing the names, addresses or any other information with regard to customers or customer contacts of the Company, or concerning any proprietary or confidential information of the Company or any operational, financial or other documents given to the Executive during the Executive’s employment with the Company.

SECTION 5.09. In the event that any court of competent jurisdiction shall finally hold that any provision of this Agreement (whether in whole or in part) is void or constitutes an unreasonable restriction against the Executive, such provision shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances.

SECTION 5.10. The Executive agrees that, following termination of the Executive’s employment for any reason, the Executive shall upon reasonable advance notice, and to the extent it does not interfere with previously scheduled travel plans and does not unreasonably interfere with other business activities or employment obligations, assist and cooperate with the Company with regard to any matter or project in which the Executive was involved during the Executive’s employment, including any litigation.

SECTION 5.11. The obligations contained in this Article V shall survive the termination or expiration of the Executive’s employment with the Company and shall be fully enforceable thereafter.

ARTICLE VI

Prior Agreements

SECTION 6.01. This Agreement supersedes and replaces [reference any specific prior agreement and] any and all prior severance agreements (but expressly excluding the Executive Termination Agreement) between the Company and the Executive (the “Prior Agreements”). By signing this Agreement, the Executive acknowledges that the Prior Agreements are terminated and cancelled, and releases and discharges the Company from any and all obligations and liabilities heretofore or now existing under or by virtue of such Prior Agreements, it being the intention of the parties hereto that this Agreement effective immediately shall supersede and be in lieu of the Prior Agreements. It is specifically acknowledged by the Company that this Agreement does not supersede the Executive Termination Agreement.

SECTION 6.02. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

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ARTICLE VII

Successors; Binding Agreement

SECTION 7.01. In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

SECTION 7.02. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

ARTICLE VIII

Notices

SECTION 8.01. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile, (c) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive: at the address (or to the facsimile number) shown on the records of the Company

To the Company:

Millipore Corporation

290 Concord Road

Billerica, MA 01821

Attention: Clerk

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

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ARTICLE IX

No Offset

SECTION 9.01. There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payments to the Executive, the Executive’s dependents, beneficiaries or estate, provided for in this Agreement.

ARTICLE X

Amendment or Modification; Waiver

SECTION 10.01. No provision of this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Board or the Committee and shall be agreed to in writing, signed by the Executive and by an officer of the Company thereunto duly authorized; provided, however, that either the Board or the Committee may amend this Agreement at any time as necessary to comply with applicable laws and regulations without the Executive’s written consent; provided, further, however, that (1) the Company’s unilateral power to amend this Agreement shall be limited to technical, ministerial, and regulatory requirements generally applicable to all public company officers, and (2) no such amendment would constitute Good Reason as presently defined by the Executive Termination Agreement. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same time or at any prior or subsequent time.

ARTICLE XI

Governing Law; Submission to Jurisdiction

SECTION 11.01. The validity, interpretation, construction performance and enforcement of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts without giving effect to the principles of conflict of laws thereof.

SECTION 11.02. The following provisions shall apply with respect to any dispute regarding this Agreement:

(a) Except as otherwise specifically provided herein, the Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of federal and state courts in the Commonwealth of Massachusetts with respect to any disputes or controversies arising out of or relating to this Agreement. The parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 11.02(a); provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing any judgment obtained by the Company and, in such event, the Executive hereby irrevocably submits to the jurisdiction of such other court.

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(b) The agreement of the parties to the forum described in Section 11.02(a) is independent of the law that may be applied in any suit, action, or proceeding and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in Section 11.02(a), and each party agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in Section 11.02(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction.

(c) Each party hereto irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified in Article VIII.

ARTICLE XII

General Provisions

SECTION 12.01. The Company and the Executive intend that the benefits and payments described in this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code (“Section 409A”). Notwithstanding that intent, if the Committee determines that any benefit or payment under this Agreement is, or may reasonably be expected to be, in violation of Section 409A, then such benefit shall be provided and such payment shall be made in a manner that complies with Section 409A and the regulations and other guidance issued pursuant to Section 409A and shall be amended accordingly by the Committee. The Company shall in no event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the IRS pursuant to Section 409A of the Code.

SECTION 12.02. This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company.

SECTION 12.03. No right or interest to or in any payments shall be assignable by the Executive; provided, however, that this provision shall not preclude the Executive from designating one or more beneficiaries to receive any amount that may be payable after the Executive’s death and shall not preclude the legal representative of the Executive’s estate from assigning any right hereunder to the person or persons entitled thereto under the Executive’s will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to the Executive’s estate.

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SECTION 12.04. No right, benefit or interest hereunder shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect.

SECTION 12.05. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision hereunder shall not affect the validity or enforceability of any of the other provisions hereof, which shall remain in full force and effect to the fullest extent permitted by law.

SECTION 12.06. The Company may withhold from any and all amounts payable under this Agreement such Federal, state, local, foreign or other taxes as are required to be withheld pursuant to any applicable law or regulation.

SECTION 12.07. The headings of this Agreement are inserted for convenience only and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. Except as provided in the last sentence of Section 6.01 hereof, if there is any inconsistency between this Agreement and any other agreement (including but not limited to any option, stock, long-term incentive or other equity award agreement), plan, program, policy or practice (collectively, “Other Provision”) of the Company the terms of this Agreement shall control over such Other Provision.

SECTION 12.08. This Agreement may be executed in one or more counterparts (including via facsimile), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

SECTION 12.09. The Executive may not cumulate the benefits provided under this Agreement with any severance or similar benefits (“Other Severance Benefits”) that the Executive may be entitled to by agreement with the Company (including, without limitation, pursuant to an employment or termination agreement) or under applicable law in connection with the termination of the Executive’s employment. To the extent that the Executive receives any Other Severance Benefits, then the payments and benefits payable hereunder to such participant shall be reduced by a like amount. To the extent the Company is required to provide payments or benefits to any Executive under the Worker Adjustment and Retraining Notification Act (or any state, local or foreign law relating to severance or dismissal benefits), the benefits payable hereunder shall be first applied to satisfy such obligation.

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SECTION 12.10. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. Neither the Executive nor the Company shall be entitled to any presumption in connection with any determination made hereunder in connection with any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.

SECTION 12.11. The Executive represents and warrants to the Company that the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms and that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the Executive from entering into this Agreement or performing all of the Executive’s obligations hereunder.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

MILLIPORE CORPORATION

By

Name:

Title:

{Name}

Date:                     {Date}                     

EXHIBIT A

PRE-2007 EQUITY AWARDS

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EXHIBIT B

FORM OF RELEASE AGREEMENT

AGREEMENT AND GENERAL RELEASE

Millipore Corporation, its affiliates, parents, subsidiaries, divisions, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to throughout this Agreement as “Employer”), and                      (“Executive”), the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee”) agree:

1. Last Day of Employment. Executive’s last day of employment with Employer is                     . In addition, effective as of DATE, Executive resigns from the Executive’s position as                      and will not be eligible for any benefits or compensation after                     , including payments under the Executive Termination Agreement, other than as specifically provided in Section 3.01 of the Officer Severance Agreement between Employer and Executive dated                      (the “Officer Severance Agreement”). The Executive further acknowledges and agrees that, after DATE, the Executive will not represent the Executive as being a director, employee, officer, trustee, agent or representative of Employer for any purpose. In addition, effective as of DATE, Executive resigns from all offices, directorships, trusteeships, committee memberships and fiduciary capacities held with, or on behalf of, Employer or any benefit plans of Employer. These resignations will become irrevocable as set forth in Section 3 below.

2. Consideration. The parties acknowledge that this Agreement and General Release is being executed in accordance with Section 3.02(b) of the Officer Severance Agreement.

3. Revocation. Executive may revoke this Agreement and General Release for a period of seven (7) calendar days following the day Executive executes this Agreement and General Release. Any revocation within this period must be submitted, in writing, to Employer and state, “I hereby revoke my acceptance of our Agreement and General Release.” The revocation must be personally delivered to Employer’s                                         , and postmarked within seven (7) calendar days of execution of this Agreement and General Release. This Agreement and General Release shall not become effective or enforceable until the revocation period has expired. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Boston, Massachusetts, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday.

4. General Release of Claim. Subject to the full satisfaction by the Employer of its obligations under the Officer Severance Agreement, Employee knowingly and voluntarily releases and forever discharges Employer from any and all claims, causes of action, demands, fees and liabilities of any kind whatsoever, whether known and unknown, against Employer, Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of:

• Title VII of the Civil Rights Act of 1964, as amended;

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• The Civil Rights Act of 1991;

• Sections 1981 through 1988 of Title 42 of the United States Code, as amended;

• The Employee Retirement Income Security Act of 1974, as amended;

• The Immigration Reform and Control Act, as amended;

• The Americans with Disabilities Act of 1990, as amended;

• The Age Discrimination in Employment Act of 1967, as amended;

• The Older Workers Benefit Protection Act of 1990;

• The Worker Adjustment and Retraining Notification Act, as amended;

• The Occupational Safety and Health Act, as amended;

• The Family and Medical Leave Act of 1993;

• Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts;

• Any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance;

• Any public policy, contract, tort, or common law; or

• Any allegation for costs, fees, or other expenses including attorneys fees incurred in these matters.

Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights to accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by Employer or under COBRA (the “Accrued Amounts”); (ii) Employee’s rights under the provisions of the Officer Severance Agreement which are intended to survive termination of employment, including but not limited to rights to severance benefits the Employee believes have been improperly terminated after employment termination; or (iii) the Employee’s rights as a stockholder.

5. No Claims Permitted. Employee waives Executive’s right to file any charge or complaint against Employer arising out of Executive’s employment with or separation from Employer before any federal, state or local court or any state or local administrative agency, except where such waivers are prohibited by law.

6. Affirmations. Employee affirms Executive has not filed, has not caused to be filed, and is not presently a party to, any claim, complaint, or action against Employer in any forum. Employee further affirms that the Executive has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and no other compensation, wages, bonuses, commissions and/or benefits are due to Executive, except for the Accrued Amounts. The Employee also affirms Executive has no known workplace injuries.

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7. Cooperation; Return of Property. In accordance with Section 5.10 of the Officer Severance Agreement, Employee agrees to reasonably cooperate with Employer and its counsel in connection with any investigation, administrative proceeding or litigation relating to any matter that occurred during Executive’s employment in which Executive was involved or of which Executive has knowledge. Employee represents that Executive has complied with Section 5.08 of the Officer Severance Agreement regarding the return of property.

8. Governing Law and Interpretation. This Agreement and General Release shall be governed and conformed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. In the event Employee or Employer breaches any provision of this Agreement and General Release, Employee and Employer affirm either may institute an action to specifically enforce any term or terms of this Agreement and General Release. Should any provision of this Agreement and General Release be declared illegal or unenforceable by any court of competent jurisdiction and should the provision be incapable of being modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement and General Release in full force and effect. Nothing herein, however, shall operate to void or nullify any general release language contained in the Agreement and General Release.

9. No Admission of Wrongdoing. Employee agrees neither this Agreement and General Release nor the furnishing of the consideration for this Release shall be deemed or construed at any time for any purpose as an admission by Employer of any liability or unlawful conduct of any kind.

10. Amendment. This Agreement and General Release may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Agreement and General Release.

11. Entire Agreement. This Agreement and General Release sets forth the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings between the parties; provided, however, that notwithstanding anything in this Agreement and General Release, the provisions in the Officer Severance Agreement which are intended to survive termination of the Executive’s employment, such as under Article V, shall survive and continue in full force and effect. Employee acknowledges Executive has not relied on any representations, promises, or agreements of any kind made to Executive in connection with Executive’s decision to accept this Agreement and General Release.

EMPLOYEE HAS BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE.

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EMPLOYEE AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.

HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE OFFICER SEVERANCE AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST EMPLOYER.

IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Agreement and General Release as of the date set forth below:

MILLIPORE CORPORATION
By:
Name:	[NAME]
Title:
Date:
EXECUTIVE
Date:

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EX-21.1

Exhibit 21.1

SUBSIDIARIES OF MILLIPORE CORPORATION

Company Name	Jurisdiction of Organization
Bioprocessing Corporation Limited	United Kingdom
Bioprocessing Limited	United Kingdom
Celliance Lawrence, Inc.	Delaware
Celliance Limited	United Kingdom
Celliance Toronto, Inc.	Canada
Chemicon Australia	Australia
Chemicon Europe Limited	United Kingdom
Millilux S.a.r.L.	Luxembourg
Millipart S.a.r.L.	Luxembourg
Millipore (Canada) Ltd.	Canada
Millipore (Shanghai) Trading Company Ltd.	China
Millipore (U.K.) Ltd.	United Kingdom
Millipore A/S	Denmark
Millipore AB	Sweden
Millipore AG	Switzerland
Millipore AS	Norway
Millipore Asia Ltd.	Delaware
Millipore Australia Pty. Ltd.	Australia
Millipore B.V.	Netherlands
Millipore Bioscience Caribe Ltd.	Bermuda
Millipore China Ltd.	Hong Kong
Millipore Cork	Ireland
Millipore Dublin International Finance Company	Ireland
Millipore GesmbH	Austria
Millipore GmbH	Germany
Millipore Iberica S.A.	Spain
Millipore Industria E Comercio Ltda.	Brazil
Millipore International Holding Company B.V.	Netherlands
Millipore Ireland B.V.	Netherlands
Millipore Kft	Hungary
Millipore Korea Ltd.	Korea
Millipore Newco Ireland Limited	Ireland
Millipore OY	Finland
Millipore Pacific Limited	Delaware
Millipore S.A. de C.V.	Mexico
Millipore S.A./N.V.	Belgium
Millipore S.p.A.	Italy
Millipore S.R.O.	Czech Republic
Millipore SAS	France
Millipore Singapore Pte. Ltd.	Singapore
Millipore Sp.z.o.o.	Poland
Minerva Insurance Co. Ltd.	Bermuda
Nihon Millipore K.K.	Japan
Protein Separations Ltd.	United Kingdom
Serologicals European Holdings Limited	United Kingdom
Serologicals Global Holdings Company Limited	United Kingdom
Serologicals UK Holdings Company Limited	United Kingdom
Upstate Ion Channel Discovery Group Limited	United Kingdom
Upstate Limited	United Kingdom
Upstate USA, Inc.	New York

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File Nos.333-134384, 333-153071 and 333-10801) of Millipore Corporation of our report dated February 27, 2009 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 27, 2009

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Directors and Officers of Millipore Corporation (the “Corporation”), do hereby constitute and appoint Martin D. Madaus, Charles F. Wagner, Jr. and Jeffrey Rudin and each of them individually, their true and lawful attorneys and agents to execute on behalf of the Corporation the Form 10-K Annual Report of the Corporation for the fiscal year ended December 31, 2008, and all such amendments or additional instruments related thereto which such attorneys and agents may deem to be necessary and desirable to enable the Corporation to comply with the requirements of the Securities Exchange Act of 1934, as amended, and any regulations, orders, or other requirements of the United States Securities and Exchange Commission thereunder in connection with the preparation and filing of said documents, including specifically, but without limitation of the foregoing, power and authority to sign the names of each of such Directors and Officers on his behalf, as such Director or Officer, as indicated below to the said Form 10-K Annual Report or documents filed or to be filed as a part of or in connection with such Form 10-K Annual Report; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue thereof.

Signature	Title	Date
/S/    MARTIN D. MADAUS         Martin D. Madaus	Director	February 11, 2009
/S/    DANIEL BELLUS         Daniel Bellus	Director	February 11, 2009
/S/    ROBERT C. BISHOP         Robert C. Bishop	Director	February 11, 2009
/S/    MELVIN D. BOOTH         Melvin D. Booth	Director	February 11, 2009
/S/    ROLF CLASSON         Rolf Classon	Director	February 11, 2009
/S/    MAUREEN A. HENDRICKS         Maureen A. Hendricks	Director	February 11, 2009
/S/    MARK HOFFMAN         Mark Hoffman	Director	February 11, 2009
/S/    JOHN F. RENO         John F. Reno	Director	February 11, 2009
/S/    EDWARD M. SCOLNICK         Edward M. Scolnick	Director	February 11, 2009
/S/    KAREN E. WELKE         Karen E. Welke	Director	February 11, 2009

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Martin D. Madaus, certify that:

1. I have reviewed this annual report on Form 10-K of Millipore Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 27, 2009

/S/    MARTIN D. MADAUS

Martin D. Madaus

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Charles F. Wagner, Jr., certify that:

1. I have reviewed this annual report on Form 10-K of Millipore Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 27, 2009

/S/    CHARLES F. WAGNER, JR.

Charles F. Wagner, Jr.

Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Millipore Corporation (the “Company”) on Form 10-K for the fiscal year ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, Martin D. Madaus, Chief Executive Officer of the Company, and Charles F. Wagner Jr., Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to his or her knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/    MARTIN D. MADAUS*

Martin D. Madaus

President and Chief Executive Officer

Date: February 27, 2009

/S/    CHARLES F. WAGNER, JR.*

Charles F. Wagner, Jr.

Vice President and Chief Financial Officer

Date: February 27, 2009

* A signed original of this written statement required by Section 906 has been provided to Millipore Corporation and will be retained by Millipore Corporation and furnished to the Securities and Exchange Commission or its staff upon request.