GENOMIC SOLUTIONS INC
SETTLEMENT, RELEASE AND STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>k61834ex10-1.txt
<DESCRIPTION>SETTLEMENT, RELEASE AND STOCK PURCHASE AGREEMENT
<TEXT>

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                                                                    EXHIBIT 10.1

                SETTLEMENT, RELEASE AND STOCK PURCHASE AGREEMENT

         THIS SETTLEMENT, RELEASE AND STOCK PURCHASE AGREEMENT (the "Agreement")
is made and entered into as of April 18, 2001, by and among PerkinElmer, Inc., a
Massachusetts corporation, ("Shareholder") and Genomic Solutions Inc., a
Delaware corporation (the "Corporation").

                                    RECITALS

         A. Shareholder owns 1,269,841 shares of the Corporation's issued and
outstanding common stock, which shares represent 100% of the issued and
outstanding common stock of the Corporation.

         B. Shareholder and the Corporation are parties to that certain
Investment Agreement dated December 14, 1999, as amended on April 20, 2000 (the
"Investment Agreement"), setting forth, among other things, the agreement of the
parties thereto with respect to the call (the "Call"), as that term is defined
in the Corporation's Third Amended and Restated Certificate of Incorporation
("Certificate of Incorporation").

         C. Shareholder and the Corporation are parties to that certain
Governance Agreement dated May 10, 2000 (the "Governance Agreement"), setting
forth, among other things, the agreement of the parties with respect to certain
actions to be taken upon exercise of the Call.

         D. Shareholder and the Corporation are parties to that certain Sales,
Marketing and Distribution Agreement dated December 14, 1999 (the "Sales
Agreement") pursuant to which the Corporation granted Shareholder certain rights
to sell, market, distribute, and provide field service for, the Corporation's
products and services.

         E. Shareholder has asserted claims against the Corporation and each of
its directors in the lawsuit captioned Civil Action No. 18671 filed in the Court
of Chancery in the State of Delaware on February 12, 2001 (the "Lawsuit").

         F. Shareholder desires to sell and transfer to Corporation 873,016
shares (the "Shares") of its Corporation common stock and the Corporation
desires to purchase the Shares, in accordance with the terms and subject to the
conditions of this Agreement.

         G. Simultaneously with the execution and delivery of this Agreement,
Shareholder and Corporation are entering into that certain First Amendment to
Sales, Marketing and Distribution Agreement (the "First Amendment") providing
for certain modifications and amendments to the Sales Agreement.

         H. By this Agreement, Shareholder and the Corporation intend to, and
do, fully resolve, settle, and compromise the Lawsuit and any and all claims,
suits, actions or demands that Shareholder may have against the Corporation or
any of the members of the Board of




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Directors of the Corporation and that the
Corporation may have against Shareholder as of the date of this Agreement.

         I. Simultaneously with the execution and delivery of this Agreement,
Shareholder and the members of the Board of Directors of the Corporation are
entering into a mutual release to resolve, settle, and compromise the Lawsuit
and any and all claims, suits, actions or demands that Shareholder may have
against the members of the Board of Directors of the Corporation and that the
members of the Board of Directors of the Corporation may have against
Shareholder as of the date of this Agreement.


                            COVENANTS AND AGREEMENTS

         NOW, THEREFORE, in reliance on the respective representations and
warranties set forth below and for and in consideration of the foregoing
Recitals, the mutual covenants and agreements set forth below and other good and
valuable consideration, the receipt and adequacy of which are acknowledged,
Shareholder and the Corporation agree as follows:

1.       SALE AND PURCHASE OF SHARES. Simultaneously with execution of this
         Agreement and upon the terms and subject to the conditions set forth in
         this Agreement, Shareholder agrees to sell, assign and transfer the
         Shares to the Corporation and the Corporation agrees to purchase the
         Shares from Seller, free and clear of any and all liens, pledges, legal
         and equitable encumbrances, charges, security interests, limitations,
         restrictions, agreements, options to purchase or claims of any kind
         whatsoever, other than restrictions imposed by applicable federal and
         state securities laws (collectively, the "Liens").

2.       DETERMINATION OF PURCHASE PRICE. The aggregate purchase price (the
         "Purchase Price") for the Shares is Five Million Five Hundred Thousand
         and no/100 ($5,500,000.00) Dollars.

3.       PURCHASE OF THE SHARES.

         (a)      Simultaneously with the execution and delivery of this
                  Agreement, and subject to the condition that all the
                  consideration referred to in paragraph (b) below shall be
                  received by Shareholder on the date of this Agreement, (1)
                  Shareholder hereby sells, assigns and transfers all of
                  Shareholder's right, title and interest in and to the Shares
                  to the Corporation, (2) and the Corporation hereby purchases
                  the Shares from Shareholder, for the Purchase Price.

         (b)      Simultaneously with execution and delivery of this Agreement,
                  the Corporation is paying the Purchase Price by wire transfer
                  of immediately available funds in an amount equal to
                  $4,224,919.68 which represents the payment of $5,500,000 for
                  the Purchase Price for the Shares, reduced by credited amounts
                  of:

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                            (i)     $**** for the grant of exclusive
                                    distribution rights in the United Kingdom to
                                    be paid by Shareholder to Corporation in
                                    accordance with the First Amendment; and

                            (ii)    $**** , representing the outstanding balance
                                    amount owed to the Corporation by
                                    Shareholder under the Sales Agreement as of
                                    March 31, 2001. The parties agree to work
                                    together to reconcile and finally determine
                                    the outstanding balance owed to the
                                    Corporation by Shareholder within three (3)
                                    business days from the date of this
                                    Agreement. Any additional amounts to be paid
                                    by Corporation to Shareholder or Shareholder
                                    to Corporation, as the case may be, shall be
                                    paid within twenty-four hours of such final
                                    determination by wire transfer to such
                                    account as the receiving party shall so
                                    direct.

         (c)      The Shares represent more than 50% of the shares of common
                  stock held by Shareholder as of May 10, 2000, the effective
                  date of the Corporation's Certificate of Incorporation. The
                  Corporation and Shareholder acknowledge and agree that,
                  pursuant to the Corporation's Certificate of Incorporation and
                  the Investment Agreement, upon the sale of more than 50% of
                  the shares of common stock held by Shareholder as of May 10,
                  2000, the Call Period, as that term is defined in the
                  Certificate of Incorporation (the "Call Period") will
                  terminate. The Corporation and Shareholder acknowledge and
                  agree that as a result of the sale under this Agreement, which
                  sale constitutes more that 50% of the shares held by
                  Shareholder as of May 10, 2000, the Call Period terminates.
                  Pursuant to the terms of the Corporation's Certificate of
                  Incorporation, each outstanding share of the Corporation's
                  callable common stock shall automatically be converted into
                  one share of the Corporation's common stock such that there
                  shall be only one class of stock of the Corporation issued and
                  outstanding, of which Shareholder will own 396,825 shares (the
                  "Remaining Shares").

4.       RESTRICTIONS ON SHAREHOLDER'S REMAINING SHARES.

         (a)      Shareholder agrees that it will not sell, transfer, assign or
                  otherwise dispose of ("Transfer") any of the Remaining Shares
                  prior to the 90th day after the date of this Agreement,
                  provided however, that Shareholder may transfer or assign some
                  or all of the Remaining Shares at any time to an affiliate of
                  Shareholder or all of the Remaining Shares to Shareholder's
                  successor in interest.

         (b)      Subject to the limitation in paragraph 4(a) above, in the
                  event that Shareholder desires to Transfer any or all of the
                  Remaining Shares other than to an affiliate of Shareholder or
                  Shareholder's successor in interest, Shareholder shall give
                  written notice to the Corporation of the proposed Transfer,
                  specifying the number of shares proposed to be transferred and
                  the minimum price and terms at which the Transfer will be
                  effected. The Corporation shall have a period of five (5)
                  business

     ****Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested for the omitted
portion.

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                  days (the "Five Day Period") to work with its market makers to
                  assist in effecting an orderly sale of such shares at a price
                  and on terms greater than or equal to the minimum price and
                  terms specified by Shareholder. If the number of shares
                  proposed to be transferred by Shareholder are not completely
                  sold through the efforts of the Corporation's market makers on
                  or before expiration of the Five Day Period, Shareholder may
                  continue to sell the unsold portion of the shares proposed to
                  be transferred in the notice at or above the price and terms
                  set forth in its notice or as modified during the Five Day
                  Period; provided however, that the requirement to provide the
                  Corporation with notice and an opportunity to assist in an
                  orderly sale shall again apply if Shareholder proposes to sell
                  shares on terms less favorable to Shareholder than the price
                  and terms set forth in the notice, as the same may have been
                  modified during the Five Day Period.

         (c)      Notwithstanding anything herein to the contrary, any Transfer
                  pursuant to a registration statement prepared in compliance
                  with and declared effective under the Securities Act of 1933,
                  as amended, shall not be subject to the provisions of Section
                  4(a) or 4(b) of this Agreement.

         (d)      The certificate or certificates for the Remaining Shares shall
                  bear a legend indicating that the Remaining Shares are
                  restricted by the terms of this Section 4; provided, however,
                  that if Shareholder effects a Transfer in accordance with the
                  provisions of this Section 4 to an individual or entity other
                  than an affiliate of Shareholder or Shareholder's successor in
                  interest, the certificate evidencing such shares shall not
                  bear a restrictive legend indicating that such shares are
                  restricted by the terms of this Section 4.

5.       SHAREHOLDER'S REPRESENTATIONS AND WARRANTIES. Shareholder covenants,
         represents and warrants to the Corporation as follows:

         (a)      As of the date of this Agreement, Shareholder has valid and
                  marketable title to the Shares, and owns them free and clear
                  of any Liens;

         (b)      Sale, transfer and delivery of the Shares to the Corporation
                  in accordance with this Agreement will vest title to all of
                  the Shares in the Corporation, free and clear of any Liens;

         (c)      Shareholder acknowledges and agrees that this sale, transfer
                  and purchase of the Shares terminates Shareholder's right to
                  cause the Corporation to redeem its callable common stock;

         (d)      Shareholder has full legal right, power and authority to enter
                  into this Agreement and to sell the Shares to the Corporation
                  in accordance with the terms and conditions of this Agreement;



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         (e)      This Agreement has been duly executed and delivered by
                  Shareholder and is a valid and binding obligation of
                  Shareholder enforceable in accordance with its terms, and

         (f)      Neither the execution and delivery of this Agreement nor the
                  consummation of the transactions contemplated hereby will (i)
                  conflict with or violate any provision of the articles of
                  organization or bylaws of Shareholder, or of any law,
                  ordinance or regulation or any decree or order of any court or
                  administrative or other governmental body which is either
                  applicable to, binding upon or enforceable against
                  Shareholder; or (ii) result in any breach of or default under
                  any mortgage, contract, agreement, indenture, will, trust or
                  other instrument which is either binding upon or enforceable
                  against Shareholder.

6.       CORPORATION'S REPRESENTATIONS AND WARRANTIES. The Corporation
         covenants, represents and warrants to Shareholder as follows:

         (a)      The Corporation has full legal right, power and authority to
                  enter into this Agreement and buy the Shares in accordance
                  with the terms and conditions of this Agreement;

         (b)      This Agreement has been duly executed and delivered by the
                  Corporation and is a valid and binding obligation of the
                  Corporation enforceable in accordance with its terms;

         (c)      Neither the execution and delivery of this Agreement nor the
                  consummation of the transactions contemplated hereby will (i)
                  conflict with or violate any provision of the Certificate of
                  Incorporation or bylaws of the Corporation, or of any law,
                  ordinance or regulation or any decree or order of any court or
                  administrative or other governmental body which is either
                  applicable to, binding upon or enforceable against the
                  Corporation; or (ii) result in any breach of or default under
                  any mortgage, contract, agreement, indenture, will, trust or
                  other instrument which is either binding upon or enforceable
                  against the Corporation; and

         (d)      The Chief Financial Officer and Treasurer of the Corporation
                  has determined that, immediately after the purchase of the
                  Shares, the Corporation will have assets sufficient to pay off
                  its debts as they become due in the usual course of business
                  and the Corporation's total assets will not be less than its
                  total liabilities.

7.       TERMINATION AND CONTINUATION OF EXISTING AGREEMENTS. Except as provided
         below, any and all agreements between Shareholder and Corporation,
         including but not limited to, the Investment Agreement, as amended, and
         the Governance Agreement shall be deemed terminated, null and void and
         of no further force or effect, provided, however that the following
         agreements and clauses remain in full force and effect:

         (a)      The Mutual Confidentiality Agreement dated December 14, 1999;


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         (b)      The Confidentiality Agreement dated December 7, 2000;

         (c)      Section 2 of that Amended and Restated Shareholders Agreement,
                  dated as of January 25, 2000, to which Shareholder, the
                  Corporation and certain other holders of the Corporation's
                  stock are parties to, which section grants certain
                  registration rights to Shareholder; and

         (d)      The Sales Agreement shall continue in effect as amended by the
                  First Amendment to be signed and delivered contemporaneously
                  with this Agreement.

8.       RELEASES.

         (a)      Shareholder and its successors, assigns and legal
                  representatives, hereby waive, release, discharge, settle and
                  acquit the Corporation and its shareholders, officers,
                  directors, employees and agents (collectively, and together
                  with the Corporation, the "Corporation Affiliated Parties")
                  from any debts, claims, demands, causes of action,
                  controversies, promises, agreements or obligations of any
                  kind, type or description whatsoever, including the Lawsuit,
                  which Shareholder has had, now has or may in the future have
                  as to the Corporation Affiliated Parties as the result of
                  each, any or all claims of any kind, type or nature
                  whatsoever, liquidated or unliquidated, mature or not matured,
                  known, unknown or unknowable which Shareholder has had, now
                  has or may in the future have against the Corporation
                  Affiliated Parties as a result of or relating directly or
                  indirectly to any matter, act, omission, transaction or
                  occurrence occurring on or prior to the date of this
                  Agreement.

         (b)      The Corporation and its successors, assigns and legal
                  representatives, does hereby waive, release, discharge, settle
                  and acquit Shareholder and its shareholders, officers,
                  directors, employees and agents (collectively, and together
                  with Shareholder, the "Shareholder Affiliated Parties") from
                  any debts, claims, demands, causes of action, controversies,
                  promises, agreements or obligations of any kind, type or
                  description whatsoever, which the Corporation has had, now has
                  or may in the future have as to the Shareholder Affiliated
                  Parties as the result of each, any or all claims of any kind,
                  type or nature whatsoever, liquidated or unliquidated, mature
                  or not matured, known, unknown or unknowable which the
                  Corporation has had, now has or may in the future have against
                  Shareholder as a result of or relating directly or indirectly
                  to any matter, act, omission, transaction or occurrence
                  occurring on or prior to the date of this Agreement.

         (c)      It is the intent of Shareholder and the Corporation to make a
                  general release in favor of each other, except for the
                  enforcement of this Agreement and for those agreements
                  referenced in Section 7(a)-(d) of this Agreement. Nothing
                  contained herein shall be deemed to limit the generality of
                  the releases contained herein. It is expressly understood and
                  agreed to that it is the intent of the Corporation and
                  Shareholder to enter into a full, complete and mutual release.



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9.       MISCELLANEOUS PROVISIONS.

         (a)      The rights and remedies provided for in this Agreement to
                  ensure compliance with the terms and conditions of this
                  Agreement shall be cumulative, and shall be in addition to all
                  rights and remedies otherwise available to the parties to
                  ensure compliance with the terms and conditions of this
                  Agreement, whether such rights and remedies are provided for
                  under this Agreement, any other agreement or applicable law.

         (b)      Any notice, demand, request or other communication which is
                  permitted, required or desired to be given in connection with
                  this Agreement must be in writing and shall be deemed to be
                  duly given (i) when personally delivered, (ii) two (2)
                  business days after being deposited in the United States mail,
                  certified or registered, return receipt requested, postage
                  prepaid, (iii) one (1) business day after being sent via a
                  reputable nationwide overnight courier service guaranteeing
                  next business day delivery, or (iv) when faxed to the parties,
                  with a hard copy to follow in the manner contemplated in
                  clauses (i), (ii) or (iii) above, in each case to the parties
                  at the following addresses or fax numbers (or at such other
                  address or fax number as shall be given in writing to the
                  parties to this Agreement or their permitted successors or
                  assigns):

                           If to the Corporation:

                           Genomic Solutions Inc.
                           4355 Varsity Drive
                           Ann Arbor, MI 48108
                           Fax: (734) 975-4808
                           Attention: Jeffrey Williams

                           With a copy to:

                           Jaffe, Raitt, Heuer & Weiss, P.C.
                           One Woodward Avenue, Suite 2400
                           Detroit, MI  48226-3412
                           Fax:  (313) 961-8358
                           Attention:  Peter Sugar, Esq.

                           If to Shareholder:

                           PerkinElmer, Inc.
                           45 William Street
                           Wellesley, MA  02481
                           Fax:  (781) 431-4115
                           Attention: Terrance Carlson



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                           With a copy to:

                           Hale and Dorr LLP
                           60 State Street
                           Boston, MA  02109
                           Fax:  (617) 526-5000
                           Attention: Kenneth Hoxsie, Esq.


         (c)      No waiver of any breach of any agreement or provision in this
                  Agreement shall be deemed a waiver of any preceding or
                  succeeding breach of this Agreement or of any other agreement
                  or provision contained in this Agreement. No extension of time
                  for performance of any obligation or act shall be deemed an
                  extension of time for performance of any other obligation or
                  act.


         (d)      This Agreement shall be binding upon and inure to the benefit
                  of the parties to this Agreement and their respective heirs,
                  representatives, successors and permitted assigns.

         (e)      If any party commences an action against any other party to
                  enforce any of the terms, covenants, conditions or provisions
                  of this Agreement, the prevailing party in any such action
                  shall be entitled to recover his or its reasonable attorneys'
                  fees, costs and expenses incurred in connection with the
                  prosecution or defense of such action from the losing party.

         (g)      This Agreement shall be governed by and construed in
                  accordance with the internal laws of the State of Delaware
                  without regard to conflicts of law principles thereof. Each of
                  the parties hereto (i) consents to submit itself to the
                  personal jurisdiction of any federal court located in the
                  State of Delaware or any Delaware state court in the event any
                  dispute arises out of this Agreement, (ii) agrees that it will
                  not attempt to deny or defeat such personal jurisdiction by
                  motion or other request for leave from any such court and
                  (iii) agrees that it will not bring any action relating to
                  this Agreement in any court other than a federal court sitting
                  in the State of Delaware or a Delaware state court.

         (h)      The language used in this Agreement will be deemed to be the
                  language chosen by the parties hereto to express their intent,
                  and no rule of strict construction shall be applied against
                  any party. Any reference to any federal, state, local, or
                  foreign statute or law shall be deemed also to refer to all
                  rules and regulations promulgated thereunder, unless the
                  context otherwise requires.

         (i)      This Agreement may be executed in one or more counterparts,
                  each of which will be deemed an original, but all of which
                  together will constitute one and the same



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                  instrument. Copies (photostatic, facsimile or otherwise) of
                  signatures to this Agreement shall be deemed to be originals
                  and may be relied on to the same extent as the originals.

         (j)      The headings in this Agreement are for reference purposes only
                  and will not in any way affect the meaning or interpretation
                  of this Agreement.

         (k)      Each party to this Agreement shall be responsible for any
                  expenses incurred by it in connection with the negotiation and
                  performance of this Agreement, including legal and accounting
                  fees.

         (l)      Shareholder shall promptly execute and file with the Chancery
                  Court all necessary documents to dismiss the Lawsuit with
                  prejudice and without costs to either Shareholder or the
                  Corporation.

         (m)      The Corporation hereby covenants to use its best efforts to
                  register and qualify the Corporation's common stock for
                  listing on the Nasdaq National Market and to use its best
                  efforts to prepare and file a registration statement or an
                  amendment to the Corporation's existing registration statement
                  under the Securities and Exchange Act of 1934, as amended (the
                  "1934 Act"), to register the Corporation's common stock under
                  the 1934 Act.

         (n)      Any press releases relating to this Agreement and the
                  dismissal of the Lawsuit shall not be issued without the prior
                  written approval of Shareholder and the Corporation, which
                  approval shall not be unreasonably withheld, provided,
                  however, that the parties may issue such a press release to
                  the extent that the parties' legal counsel determines that it
                  is required by law or legal process, including, without
                  limitation, as required by the U.S. securities laws and the
                  rules and regulations promulgated thereunder.



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         IN WITNESS WHEREOF, the parties have executed this Settlement, Release
and Stock Purchase Agreement as of the date first written above.


                           PERKINELMER, INC.

                           By:               Terrance Carlson
                                    ---------------------------------------

                           Its:              Senior Vice President
                                    ---------------------------------------


                           GENOMIC SOLUTIONS INC.

                           By:               Jeffrey S. Williams
                                    ---------------------------------------

                           Its:     President and Chief Executive Officer
                                    ---------------------------------------







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