INVITROGEN CORP
EXHIBIT 10.40
<DOCUMENT>
<TYPE>EX-10.40
<SEQUENCE>5
<FILENAME>a83302exv10w40.txt
<DESCRIPTION>EXHIBIT 10.40
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.40

                           CHANGE-IN-CONTROL AGREEMENT

               AGREEMENT by and between INVITROGEN CORPORATION, a Delaware
Corporation (the "Company"), and Daryl J. Faulkner (the "Executive"), dated as
of the 31st day of May 2002.

               The Board of Directors of the Company (the "Board"), has
determined that it is in the best interests of the Company and its stockholders
to assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control (as
defined below). The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change in Control and to encourage the
Executive's full attention and dedication to the Company currently and in the
event of any threatened or pending Change in Control, and to provide the
Executive with compensation and benefits arrangements upon a Change in Control
which ensure that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other corporations.
Therefore, in order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.

               NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

               1. Certain Definitions.

                  (a) The "Effective Date" shall be the first date during the
"Change in Control Period" (as defined in Section l(b)) on which a Change in
Control occurs; provided that the Executive is employed on that date. Anything
in this Agreement to the contrary notwithstanding, if the Executive's employment
with the Company is terminated or the Executive ceases to be an officer of the
Company prior to the date on which a Change in Control occurs, and it is
reasonably demonstrated by the Executive that such termination of employment or
cessation of status as an officer (i) was at the request of a third party who
has taken steps reasonably calculated to effect the Change in Control or (ii)
otherwise arose in connection with or anticipation of the Change in Control,
then for all purposes of this Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment or cessation of
status as an officer.

                  (b) The "Change in Control Period" is the period commencing on
the date hereof and ending on the second anniversary of such date, provided,
however, that commencing on the date one year after the date hereof, and on each
annual anniversary of such date (such date and each annual anniversary thereof
is hereinafter referred to as the "Renewal Date"), the Change in Control Period
shall be automatically extended so as to terminate two years from such Renewal
Date, unless at least 60 days prior to the Renewal Date the Company shall give
notice to the Executive that the Change in Control Period shall not be so
extended.

<PAGE>

               2. Change in Control. For the purpose of this Agreement;

                  (a) a "Change in Control" shall mean:

                      (i) Any acquisition or series of acquisitions, other than
from the Company, by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act) of 50% or more of either the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock") or the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"), provided, however, that (A) any acquisition by the
Company, or any of its subsidiaries, (B) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any of its
subsidiaries, or (C) any acquisition or series of acquisitions which results in
any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) acquiring beneficial ownership (within the meaning
of Rule 13d-3 under the Exchange Act) of more than 50% of the Outstanding
Company Common Stock and while such a beneficial owner such individual, entity
or group does not exercise the voting power of his, her or its Outstanding
Company Common Stock or otherwise exercise control with respect to any matter
concerning or affecting the Company and promptly sells, transfers, assigns or
otherwise disposes of that number of shares of Outstanding Company Common Stock
necessary to reduce his, her or its beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act) of the Outstanding Company Common Stock to
below 50%, as the case may be, shall not constitute a Change in Control; or

                      (ii) Individuals who as of April 27, 2001, constitute the
Board of Directors of the Company (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board of Directors of the Company,
provided that any individual becoming a director subsequent to April 27, 2001,
whose election, or nomination for election, by the Company's stockholders was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board, shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office is in connection with an actual or threatened
election contest (as such terms are used in Rule 14a-11 of the Regulation 14A
promulgated under the Exchange Act) relating to the election of directors of the
Company; or

                      (iii) Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company, or of the sale or other
disposition of all or substantially all of the assets of the Company, or of a
reorganization, merger or consolidation of the Company, in each case, with
respect to which all or substantially all of the individuals and entities who
were the respective beneficial owners of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such
reorganization, merger or consolidation do not, following such reorganization,
merger or consolidation beneficially own, directly or indirectly, more than 60%
of, respectively, the then outstanding shares of common stock


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and the combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors, as the case may be, of the
corporation resulting from such reorganization, merger or consolidation.

               3. Employment Period. The Company hereby agrees to continue the
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company, for the period commencing on the Effective Date and ending at
the end of the 24th month following the Effective Date (the "Employment
Period").

               4. Terms of Employment

                  (a) Position and Duties.

                      (i) During the Employment Period, (A) the Executive's
position, authority, duties and responsibilities shall not be substantially
diminished from the most significant of those held, exercised and assigned at
any time during the 90-day period immediately preceding the Effective Date and
(B) the Executive's services shall be performed at the location where the
Executive was employed immediately preceding the Effective Date or any office or
location less than 50 miles from such location.

                      (ii) During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use the
Executive's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive's
responsibilities to the Company.

                  (b) Compensation.

                      (i) Base Salary. During the Employment Period, the
Executive shall receive an annual base salary ("Annual Base Salary"), which
shall be paid at a monthly rate, at least equal to the highest annualized (for
any fiscal year consisting of less than twelve full months or with respect to
which the Executive has been employed by the Company for less than twelve full


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<PAGE>

months) base salary paid or payable to the Executive by the Company and its
affiliated companies in respect of the three fiscal years immediately preceding
the fiscal year in which the Effective Date occurs. During the Employment
Period, the Annual Base Salary shall be reviewed at least annually and shall be
increased at any time and from time to time as shall be substantially consistent
with increases in base salary generally awarded in the ordinary course of
business to other peer executives of the Company and its affiliated companies.
Any increase in Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement. Annual Base Salary shall not
be reduced after any such increase and the term Annual Base Salary as utilized
in this Agreement shall refer to the Annual Base Salary as so increased. As used
in this Agreement, the term "affiliated companies" includes any company
controlled by, controlling or under common control with the Company.

                      (ii) Annual Bonus. In addition to Annual Base Salary, the
Executive shall be awarded, for each fiscal year during the Employment Period,
an annual bonus (the "Annual Bonus") in cash at least equal to the higher of
either (A) the average annualized (for any fiscal year consisting of less than
twelve full months or with respect to which the Executive has been employed by
the Company for less than twelve full months) bonus paid, or payable but for any
deferral to the Executive by the Company and its affiliated companies under the
Company's deferred compensation arrangements, in respect of the three fiscal
years immediately preceding the fiscal year in which the Effective Date occurs,
or (B) in the event the annual bonus paid, or payable but for any deferral to
the Executive by the Company and its affiliated companies under the Company's
deferred compensation arrangement, in respect of the fiscal year immediately
preceding the fiscal year in which the Effective Date occurs was based upon a
formula or plan in which the Executive participated, then such Annual Bonus
shall be at least equal to the bonus which would be payable based on such
formula or plan had the Executive's participation therein and level of
participation remained in effect following the Effective Date. Each such Annual
Bonus shall be paid no later than the end of the third month of the fiscal year
next following the fiscal year for which the Annual Bonus is awarded, unless the
Executive shall elect to defer the receipt of such Annual Bonus.

                      (iii) Incentive, Savings and Retirement Plans. In addition
to Annual Base Salary and Annual Bonus payable as hereinabove provided, the
Executive shall be entitled to participate during the Employment Period in all
incentive, savings and retirement plans, practices, policies and programs
generally applicable to other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and programs
provide the Executive with incentive opportunities (measured with respect to
both regular and special incentive opportunities), savings opportunities and
retirement benefits opportunities, in each case, less favorable, in the
aggregate, than the most favorable of those provided by the Company and its
affiliated companies for the Executive under such plans, practices, policies and
programs as in effect at any time during the 90-day period immediately preceding
the Effective Date.

                      (iv) Welfare Benefit Plans. During the Employment Period,
the Executive and/or the Executive's family, as the case may be, shall be
eligible for participation in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by the Company and its
affiliated companies (including, without limitation, medical, prescription,


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dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent generally
applicable to other peer executives of the Company and its affiliated companies,
but in no event shall such plans, practices, policies and programs provide
benefits which are less favorable, in the aggregate, than the most favorable of
such plans, practices, policies and programs in effect for the Executive and/or
the Executive's family at any time during the 90-day period immediately
preceding the Effective Date.

                      (v) Business Expenses. During the Employment Period, the
Executive shall be entitled to receive prompt reimbursement for all reasonable
business expenses incurred by the Executive in accordance with the most
favorable policies, practices and procedures of the Company and its affiliated
companies in effect for the Executive at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the Executive,
as in effect at any time thereafter generally with respect to other peer
executives of the Company and its affiliated companies.

                      (vi) Fringe Benefits. During the Employment Period, the
Executive shall be entitled to fringe benefits in accordance with the most
favorable plans, practices, programs and policies of the Company and its
affiliated companies in effect for the Executive at any time during the 90-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect at any time thereafter generally with respect to other
peer executives of the Company and its affiliated companies.

                      (vii) Office and Support Staff. During the Employment
Period, the Executive shall be entitled to an office or offices of a size and
with furnishings and other appointments, and to personal secretarial and other
assistance, at least equal to the most favorable of the foregoing provided to
the Executive by the Company and its affiliated companies at any time during the
90-day period immediately preceding the Effective Date or, if more favorable to
the Executive, as provided at any time thereafter generally with respect to
other peer executives of the Company and its affiliated companies.

                      (viii) Vacation. During the Employment Period, the
Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and its
affiliated companies as in effect for the Executive at any time during the
90-day period immediately preceding the Effective Date or, if more favorable to
the Executive, as in effect at any time thereafter generally with respect to
other peer executives of the Company and its affiliated companies.

               5. Termination of Employment

                  (a) Death or Disability. The Executive's employment shall
terminate automatically upon the Executive's death during the Employment Period.
If the Company determines in good faith that the Disability (as defined below)
of the Executive has occurred during the Employment Period, it may give to the
Executive written notice in accordance with Section 15(b) of this Agreement of
its intention to terminate the Executive's employment. In such event, the
Executive's employment with the Company shall terminate effective on the 30th
day after receipt of


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<PAGE>

such notice by the Executive (the "Disability Effective Date"), provided that,
within the 30 days after such receipt, the Executive shall not have returned to
full-time performance of the Executive's duties. For purposes of this Agreement,
"Disability" means the absence of the Executive from the Executive's duties with
the Company on a full-time basis for 180 consecutive business days as a result
of incapacity due to mental or physical illness which is determined to be total
and permanent by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative (such
agreement as to acceptability not to be withheld unreasonably).

                      (b)    Cause. The Company may terminate the Executive's
employment during the Employment Period for "Cause." For purposes of this
Agreement, "Cause" means (i) repeated violations by the Executive of the
Executive's responsibilities and duties under Section 4(a) of this Agreement
which are demonstrably willful and deliberate on the Executive's part and which
are not remedied in a reasonable period of time after receipt of written notice
from the Company, (ii) commission of an intentional act of fraud, embezzlement
or theft by the Executive in connection with the Executive's duties or in the
course of the Executive's employment with the Company or its affiliated
companies, (iii) causing intentional wrongful damage to property of the Company
or its affiliated companies, (iv) intentionally and wrongfully disclosing secret
processes or confidential information of the Company or its affiliated
companies, or (v) participating, without the Company's express written consent,
in the management of any business enterprise which engages in substantial and
direct competition with the Company or its affiliated companies, and any such
act shall have been materially harmful to the Company or its affiliated
companies.

                  (c) Good Reason. The Executive's employment may be terminated
during the Employment Period by the Executive for "Good Reason." For purposes of
this Agreement, "Good Reason" means

                      (i) a substantial diminution in the Executive's position,
authority, duties or responsibilities as contemplated by Section 4(a) of this
Agreement, excluding non-substantial changes in title or office, and excluding
any isolated, insubstantial and inadvertent action not taken in bad faith and
which is remedied by the Company promptly after receipt of written notice
thereof given by the Executive;

                      (ii) any failure by the Company to comply with any of the
provisions of Section 4(b) of this Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of written notice thereof given
by the Executive;

                      (iii) the Company requiring the Executive to be based at
any office or location other than that described in Section 4(a)(i)(B) hereof
or, requiring the Executive to travel away from his or her office in the course
of discharging responsibilities or duties in a manner which is inappropriate for
the performance of the Executive's duties hereunder and which is significantly
more frequent (in terms of either consecutive days or aggregate days in any
calendar year) than was required prior to the Change in Control;


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<PAGE>

                      (iv) any purported termination by the Company of the
Executive's employment otherwise than as expressly permitted by this Agreement;
or

                      (v) any failure by any successor to the Company to comply
with and satisfy Section 14(c) of this Agreement, provided that such successor
has received at least ten (10) days prior written notice from the Company or the
Executive of the requirements of Section 14(c) of this Agreement.

For the purposes of this Section 5(c), any good faith determination of "Good
Reason" made by the Executive shall be conclusive.

                  (d) Notice of Termination. Any termination by the Company for
Cause or by the Executive for Good Reason shall be communicated by "Notice of
Termination" to the other party hereto given in accordance with Section 15(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, 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 and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than
fifteen days after the giving of such notice). The failure by the Executive or
the Company to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Good Reason or Cause, as the case may be,
shall not waive any right of the Executive or the Company hereunder or preclude
the Executive or the Company from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

                  (e) Date of Termination. "Date of Termination" means the date
of receipt of the Notice of Termination or any later date specified therein, as
the case may be; provided, however, that (i) if the Executive's employment is
terminated by the Company other than for Cause or Disability, the Date of
Termination shall be the date on which the Company notifies the Executive of
such termination and (ii) if the Executive's employment is terminated by reason
of death or Disability, the Date of Termination shall be the date of death of
the Executive or the Disability Effective Date, as the case may be.

               6. Obligations of the Company upon Termination

                  (a) Death. If the Executive's employment is terminated by
reason of the Executive's death during the Employment Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than the following obligations: (i)
payment of the Executive's Annual Base Salary through the Date of Termination to
the extent not theretofore paid, (ii) payment of the product of (x) the Annual
Bonus paid or payable but for any deferral (and annualized for any fiscal year
consisting of less than twelve full months or for which the Executive has been
employed for less than twelve full months) to the Executive for the most
recently completed fiscal year during the Employment Period, and (y) a fraction,
the numerator of which is the number of days in the current fiscal year through
the Date of Termination, and the denominator of which is 365 and (iii) payment
of any compensation


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previously deferred by the Executive (together with any accrued interest
thereon) and not yet paid by the Company and any accrued vacation pay not yet
paid by the Company (the amounts described in clauses (i), (ii) and (iii) above
are hereafter referred to as "Accrued Obligations"). All Accrued Obligations
shall be paid to the Executive's estate or beneficiary, as applicable, at the
option of the Company, either (x) in a lump sum in cash within 30 days of the
Date of Termination or (y) in twelve equal consecutive monthly installments,
with the first installment to be paid within 30 days of the Date of Termination.
Anything in this Agreement to the contrary notwithstanding, the Executive's
family shall be entitled to receive benefits at least equal to the most
favorable benefits provided generally by the Company and any of its affiliated
companies to surviving families of peer executives of the Company and such
affiliated companies under such plans, programs, practices and policies relating
to family death benefits, if any, as in effect generally with respect to other
peer executives and their families at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive's family as in effect on the date of the Executive's death
generally with respect to other peer executives of the Company and its
affiliated companies and their families.

                  (b) Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for Accrued Obligations. All Accrued Obligations shall be paid to the
Executive at the option of the Company, either (x) in a lump sum in cash within
30 days of the Date of Termination or (y) in twelve equal consecutive monthly
installments, with the first installment to be paid within 30 days of the Date
of Termination. Anything in this Agreement to the contrary notwithstanding, the
Executive shall be entitled after the Disability Effective Date to receive
disability and other benefits at least equal to the most favorable of those
provided by the Company and its affiliated companies to disabled peer executives
and/or their families in accordance with such plans, programs, practices and
policies relating to disability, if any, as in effect generally with respect to
other peer executives and their families at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive's family, as in effect at any time thereafter through the
Date of Termination generally with respect to other peer executives of the
Company and its affiliated companies and their families.

                  (c) Cause. If the Executive's employment shall be terminated
for Cause during the Employment Period, this Agreement shall terminate without
further obligations to the Executive other than the obligation to pay to the
Executive the Annual Base Salary through the Date of Termination plus the amount
of any compensation previously deferred by the Executive, in each case to the
extent theretofore unpaid. If the Executive terminates employment during the
Employment Period, excluding a termination for Good Reason, this Agreement shall
terminate without further obligations to the Executive, other than for Accrued
Obligations. In such case, all Accrued Obligations shall be paid to the
Executive at the option of the Company, either (x) in a lump sum in cash within
30 days of the Date of Termination, or (y) in twelve equal consecutive monthly
installments, with the first installment to be paid within 30 days of the Date
of Termination.


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<PAGE>

                  (d) Good Reason. If, during the Employment Period, the Company
shall terminate the Executive's employment other than for Cause or Disability,
or the Executive shall terminate employment under this Agreement for Good
Reason:

                      (i) the Company shall pay to the Executive the aggregate
of the following amounts, such amounts to be payable by the Company in a lump
sum in cash within 30 days of the Date of termination.

                          A. All Accrued Obligations; and

                          B. 2.0 times the sum of the Executive's Annual Base
Salary and the higher of either (i) the average annualized (for any fiscal year
consisting of less than twelve full months or with respect to which the
Executive has been employed by the Company for less than twelve full months)
bonus paid, or payable but for any deferral to the Executive by the Company and
its affiliated companies under the Company's deferred compensation arrangements,
in respect of the three fiscal years immediately preceding the fiscal year in
which the Effective Date occurs, or (ii) the targeted annual bonus payable to
the Executive pursuant to the Company's Incentive Compensation Plan for the
fiscal year in which the Date of Termination occurs (assuming 100% achievement
of the Company performance factor and 100% achievement of the Executive's
personal performance factor; and

                          C. An amount equal to that portion, if any, of the
Company's contribution to the Executive's 401(k), savings or other similar
individual account plan which is not vested as of the Date of Termination (the
"Unvested Company Contribution"), plus an amount which when added to the
Unvested Company Contribution would be sufficient after Federal, state and local
income taxes (based on the tax returns filed by the Executive most recently
prior to the Date of Termination) to enable the Executive to net an amount equal
to the Unvested Company Contribution; and

                      (ii) the Company shall pay the Executive up to $25,000 for
executive outplacement services utilized by the Executive upon the receipt by
the Company of written receipts or other appropriate documentation; and

                      (iii) for the remainder of the Employment Period, or such
longer period as any plan, program, practice or policy may provide, the Company
shall continue benefits to the Executive and, where applicable, the Executive's
family at least equal to those which would have been provided to them in
accordance with the plans, programs, practices and policies described in Section
4(b)(iv) of this Agreement if the Executive's employment had not been terminated
in accordance with the most favorable plans, practices, programs or policies of
the Company and its affiliated companies generally applicable to other peer
executives and their families during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect at any time
thereafter generally with respect to other peer executives of the Company and
its affiliated companies and their families; provided, however, that if the


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Executive becomes employed elsewhere during the Employment Period and is thereby
afforded comparable insurance and welfare benefits to those described in Section
4(b)(iv), the Company's obligation to continue providing the Executive with such
benefits shall cease or be correspondingly reduced, as the case may be. For
purposes of determining eligibility of the Executive for retiree benefits
pursuant to such plans, practices, programs and policies, the Executive shall be
considered to have remained employed until the end of the Employment Period and
to have retired on the last day of such period; and

                      (iv) All outstanding stock options held by the Executive
pursuant to any Company stock option plan shall immediately become vested and
exercisable as to all or any part of the shares covered thereby, with the
Executive being able to exercise his or her stock options within a period of
three months following the Date of Termination or such longer period as may be
permitted under Executive's stock option agreements; and

                      (v) If, in the calendar year immediately preceding the
Date of Termination, the Executive had relocated the Executive's primary
residence from one location (the "Point of Origin") to its location at the Date
of Termination at the request of the Company, then any relocation expenses that
are actually incurred in the year immediately following the Date of Termination
by the Executive in moving the Executive's primary residence to any location
shall be reimbursed by the Company to the extent such expenses do not exceed the
cost of relocating the Executive's primary residence to the Point of Origin,
provided such expenses are substantiated by means of written receipts. The cost
of relocating the Executive's primary residence to the Point of Origin shall be
determined by averaging estimates obtained by the Company in writing from three
reputable moving companies, selected by the Company in good faith. It shall be
the obligation of the Executive to notify the Company in advance of any such
relocation so that such estimates may be obtained.

The amounts required to be paid under this Section 6(d) shall be reduced by any
other amount of severance (i.e., relating solely to salary or bonus continuation
or actual or deemed pension or insurance continuation) received by the Executive
upon such termination of employment under any severance plan, policy or
arrangement of the Company applicable to the Executive or a group of employees
of the Company, including the Executive, and applicable without regard to the
occurrence of a Change in Control prior to such termination of employment. The
amounts payable to the Executive pursuant to this Agreement will not be subject
to any requirement of mitigation, nor, except as specifically set forth herein,
will they be offset or otherwise reduced by reason of the Executive's receipt of
compensation from any source other than the Company.

               7. Non-exclusivity of Rights. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plans, programs, policies or practices
provided by the Company or any of its affiliated companies and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any other agreements with the Company or
any of its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of the Company or any of its affiliated


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companies at or subsequent to the Date of Termination shall be payable in
accordance with such plan, policy, practice or program except as explicitly
modified by this Agreement.

               8. Full Settlement. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder, except as provided in the last sentence of Section 6(d), shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which the Company may have against the Executive or others. In no
event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement. The Company agrees to pay, to the full
extent permitted by law, all legal fees and expenses which the Executive may
reasonably incur, including the costs and expenses of any arbitration
proceeding, as a result of any contest (regardless of the outcome thereof) by
the Company or others of the validity or enforceability of, or liability under,
any provision of this Agreement or any guarantee of performance thereof
(including as a result of any content by the Executive about the amount of any
payment pursuant to this Agreement), plus in each case interest on any delayed
payment at the applicable Federal rate provided for in Section 7872(f)(2) of the
Internal Revenue Code of 1986, as amended (the "Code"); provided that the
Executive's claim is not determined by a court of competent jurisdiction or an
arbitrator to be frivolous or otherwise entirely without merit.

               9. Release. Upon fulfillment of the Company's obligation to make
the payments provided for in this Agreement and otherwise to perform its
obligations hereunder, the Executive fully and unconditionally releases and
discharges all claims and causes of action which the Executive or his or her
heirs, personal representatives, successors, or assigns ever had, now have, or
hereafter may have against the Company and any of its affiliated companies on
account of any claims and causes of action arising out of or relating to this
Agreement, any other document relating hereto or delivered in connection with
the transactions contemplated hereby.

               10. Certain Additional Payments by the Company.

                   (a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that, as a result, directly
or indirectly, of the operation of any of the Company's existing stock option
plans, or any successor option or restricted stock plans (collectively, the
"Option and Restricted Stock Acceleration"), either standing alone or taken
together with the receipt of any other payment or distribution by the Company to
or for the benefit of the Executive whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (a "Payment")
the Executive would be subject to the excise tax imposed by Section 4999 of the
Code or any interest or penalties are incurred by the Executive with respect to
such excise tax (such excise tax, together with any such interest and penalties,
are hereinafter collectively referred to as the "Excise Tax"), then the amount
payable to the Executive hereunder or as a result of the Option and Restricted
Stock Acceleration shall be reduced in an amount that would result in the
Executive being in the most advantageous net after-tax position (taking into
account both income taxes and any Excise Tax). For purposes of this
determination, the "base amount" as defined in Section 280G(b)(3)(A) of the Code
shall be allocated between the Option


                                       11
<PAGE>

and Restricted Stock Acceleration, on the one hand, and Payments, on the other
hand, in accordance with Section 280G(b)(3)(B) of the Code.

                   (b) All determinations required to be made under this
Section, including the amount of any reduction that will be made in the payments
made pursuant to this Agreement and the assumptions to be utilized in arriving
at such determinations, shall be made by PricewaterhouseCoopers LLP (the
"Accounting Firm") which shall provide detailed supporting calculations both to
the Company and the Executive. All fees and expenses of the Accounting Firm for
tax and accounting advice provided to the Executive, up to a maximum of $15,000,
shall be borne solely by the Company. If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall furnish the Executive with an
opinion that failure to report the Excise Tax on the Executive's applicable
federal income tax return would not result in the imposition of a negligence or
similar penalty. Any determination by the Accounting Firm shall be binding upon
the Company and the Executive.

               11. Confidential Information. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies and their respective businesses, which shall have been obtained by the
Executive during the Executive's employment by the Company or any of its
affiliated companies and which shall not be or become public knowledge (other
than by acts by the Executive or representatives of the Executive in violation
of this Agreement). After termination of the Executive's employment with the
Company, the Executive shall not, without the prior written consent of the
Company, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. In addition, to the
extent that the Executive is a party to any other agreement relating to
confidential information, inventions or similar matters with the Company, the
Executive shall continue to comply with the provisions of such agreements. In no
event shall an asserted violation of the provisions of this Section constitute a
basis for deferring or withholding any amounts otherwise payable to the
Executive under this Agreement.

               12. Public Announcements. The Executive shall consult with the
Company before issuing any press release or otherwise making any public
statement with respect to the Company or any of its affiliated companies, this
Agreement or the transactions contemplated hereby, and the Executive shall not
issue any such press release or make any such public statement without the prior
written approval of the Company, except as may be required by applicable law,
rule or regulation or any self regulatory agency requirements, in which event
the Company shall have the right to review and comment upon any such press
release or public statement prior to its issuance.

               13. Arbitration. Any dispute, controversy or claim arising out of
or relating to this Agreement, or any breach thereof, shall be determined and
settled by arbitration to be held in the City of New York pursuant to the labor
rules of the American Arbitration Association or any successor organization. Any
award rendered thereunder shall be final, conclusive and binding on the parties.
Subject to the provisions of Section 8 hereof, each party shall pay one-half of
all costs


                                       12
<PAGE>

and expenses of any arbitration proceeding brought pursuant to this Section, and
each party shall pay its own attorneys' fees and expenses.

               14. Successors.

                  (a) This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.

                  (b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

                  (c) 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 assume
expressly 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. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

               15. Miscellaneous

                   (a) This Agreement shall be governed by and construed in
accordance with the laws of the Sate of Delaware, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

                   (b) All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

                             If to the Executive:

                             Daryl J. Faulkner
                             5 Darluith Park
                             Woodside Road
                             Brookfield PA5 8DD
                             Scotland


                                       13
<PAGE>

                             If to the Company:

                             Invitrogen Corporation
                             1600 Faraday Avenue
                             Carlsbad, CA 92008
                             (ATTN: General Counsel)

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                   (c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                   (d) The Company may withhold from any amounts payable under
this Agreement such Federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

                   (e) The Executive's or the Company's failure to insist upon
strict compliance with any provision hereof in any particular instance shall not
be deemed to be a waiver of such provision or any other provision thereof.

                   (f) This Agreement supersedes any previous agreement between
the Company and the Executive to the extent such agreement relates to the
subject matter hereof; provided, however, that this Agreement shall not
supersede that certain Settlement and Retention Agreement between the parties
dated as of May 31, 2002.

IN WITNESS WHEREOF, the Executive has hereunto set his or her hand and, pursuant
to the authorization from its Board of Directors, the Company has caused these
presents to be executed in its name on its behalf, all as of the day and year
first written above.

                                           INVITROGEN CORPORATION


/s/                                         By: /s/
-------------------------                       -----------------------------
Daryl J. Faulkner                               C. Eric Winzer
                                                Chief Financial Officer


                                       14

</TEXT>
</DOCUMENT>
