INVITROGEN CORP
EXHIBIT 10.47
<DOCUMENT>
<TYPE>EX-10.47
<SEQUENCE>12
<FILENAME>a83302exv10w47.txt
<DESCRIPTION>EXHIBIT 10.47
<TEXT>
<PAGE>

                                                                   Exhibit 10.47


RECORDING REQUESTED BY:


AND WHEN RECORDED MAIL TO:

Gray Cary Ware & Freidenrich LLP
Att'n:  Joseph A. Delaney, Esq.
401 B Street, Suite 2000
San Diego, CA 92101-4240

--------------------------------------------------------------------------------
                                      [SPACE ABOVE THIS LINE FOR RECORDER'S USE]

                     DEED OF TRUST WITH ASSIGNMENT OF RENTS

THIS DEED OF TRUST, made as of _________, 2002, between ________________, as
TRUSTOR, whose address is _______________________________, California
__________,


FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called
TRUSTEE, and INVITROGEN CORPORATION, a Delaware corporation, herein called
BENEFICIARY.

Trustor irrevocably grants, transfers and assigns to Trustee in Trust, WITH
POWER OF SALE, that property in San Diego County, California, described in
Exhibit A attached hereto, together with the rents, issues and profits thereof,
subject, however, to the right, power and authority hereinafter given to and
conferred upon Beneficiary to collect and apply such rents, issues and profits.

For the purpose of securing (1) payment of the sum of $__________ according to
the terms of a promissory note or notes of even date herewith made by Trustor,
payable to order of Beneficiary, and extensions or renewals thereof; (2) the
performance of each agreement of Trustor incorporated by reference or contained
herein or reciting it is so secured; (3) payment of additional sums and interest
thereon which may hereafter be loaned to Trustor, or his successors or assigns,
when evidenced by a promissory note or notes reciting that they are secured by
this Deed of Trust.

FOR ADDITIONAL TERMS AND CONDITIONS, SEE THE ATTACHED ADDENDUM TO DEED OF TRUST
WITH ASSIGNMENT OF RENTS.

To protect the security of this Deed of Trust, and with respect to the property
above described, Trustor expressly makes each and all of the agreements, and
adopts and agrees to perform and be bound by each and all of the terms and
provisions set forth in subdivision A of that certain Fictitious Deed of Trust
referenced herein, and it is mutually agreed that all of the provisions set
forth in subdivision B of that certain Fictitious Deed of Trust recorded in the
book and page of Official Records in the office of the county recorder of the
county where said property is located, noted below opposite the name of such
county, namely:

<TABLE>
<CAPTION>
COUNTY           BOOK      PAGE  COUNTY         BOOK    PAGE  COUNTY             BOOK   PAGE  COUNTY     BOOK   PAGE
------           ----      ----  ------         ----    ----  ------            ----   ----  ------      ----   ----
<S>              <C>     <C>     <C>          <C>       <C>   <C>             <C>      <C>    <C>        <C>   <C>
Alameda          1288       556  Kings           858     713  Placer             1028    379  Sierra        38    187
Alpine              3    130-31  Lake            437     110  Plumas              166   1307  Siskiyou     506    762
Amador            133       438  Lassen          192     367  Riverside          3778    347  Solano      1287    621
Butte            1330       513  Los Angeles  T-3878     874  Sacramento      71-10-26   615  Sonoma      2067    427
Calveras          185       338  Madera          911     136  San Benito          300    405  Stanislaus  1970     56
Colusa            323       391  Marin          1849     122  San Bernardino     6213    768  Sutter       655    585
Contra Costa     4684         1  Mariposa         90     453  San Francisco     A-804    596  Tehama       457    183
Del Norte         101       549  Mendocino       667      99  San Joaquin        2855    283  Trinity      108    595
El Dorado         704       635  Merced         1660     753  San Luis Obispo    1311    137  Tulare      2530    108
Fresno           5052       623  Modoc           191      93  San Mateo          4778    175  Tuolumne     177    160
Glenn             469        76  Mono             69     302  Santa Barbara      2065    881  Ventura     2607    237
Humboldt          801        83  Monterey        357     239  Santa Clara        6626    664  Yolo         769     16
Imperial         1189       701  Napa            704     742  Santa Cruz         1638    607  Yuba         398    693
Inyo              165       672  Nevada          363      94  Shasta              800    633
Kern             3756       690  Orange         7182      18  San Diego Series 5 Book 1964, Page 149774
</TABLE>


                                       1
<PAGE>

shall inure to and bind the parties hereto, with respect to the property
described above. Said agreements, terms and provisions contained in said
subdivisions A and B (identical in all counties) are preprinted on the following
pages hereof and are by the within reference thereto, incorporated herein and
made a part of this Deed of Trust for all purposes as fully as if set forth at
length herein, and Beneficiary may charge for a statement regarding the
obligation secured hereby, provided the charge thereof does not exceed the
maximum allowed by laws. The foregoing assignment of rents is absolute.

The undersigned Trustor requests that a copy of any notice of default and any
notice of sale hereunder be mailed to him at his address hereinbefore set forth.

                                            Signature of Trustor:


                                            ------------------------------------
                                            [ADD NAME]

                                            ------------------------------------
                                            [ADD NAME]

STATE OF CALIFORNIA                }
                                   }      ss

COUNTY OF

On _______________, 2002, before me, ___________________________________________
the undersigned Notary Public, personally appeared _____________________________
[ ] personally known to me, or [ ] proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument, and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.

WITNESS my hand and official seal.

                                               --------------------------------
(SEAL)                                         Signature of Notary Public


                                       2
<PAGE>

               EXHIBIT A TO DEED OF TRUST WITH ASSIGNMENT OF RENTS

                                Legal Description

The land referred to herein is situated in the State of California, County of
San Diego, and is described as follows:

APN:


                                       3
<PAGE>

The following is a copy of Subdivisions A and B of the fictitious Deed of Trust
recorded in each county in California as stated in the foregoing Deed of Trust
and incorporated by reference in said Deed of Trust as being a part thereof as
if set forth at length therein.

A. To protect the security of this Deed of Trust, Trustor agrees:

   (1) To keep said property in good condition and repair; not to remove or
demolish any building thereon; to complete or restore promptly and in good and
workmanlike manner any building which may be constructed, damaged or destroyed
thereon and to pay when due all claims for labor performed and materials
furnished therefor; to comply with all laws affecting said property or requiring
any alterations or improvements to be made thereon; not to commit or permit
waste thereof; not to commit, suffer or permit any act upon said property in
violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all
other acts which from the character or use of said property may be reasonably
necessary, the specific enumerations herein not excluding the general.

   (2) To provide, maintain and deliver to Beneficiary fire insurance
satisfactory to and with loss payable to Beneficiary. The amount collected under
any fire or other insurance policy may be applied by Beneficiary upon any
indebtedness secured hereby and in such order as Beneficiary may determine, or
at option of Beneficiary the entire amount so collected or any part thereof may
be released to Trustor. Such application or release shall not cure or waive any
default or notice of default hereunder or invalidate any act done pursuant to
such notice.

   (3) To appear in and defend any action or proceeding purporting to affect the
security hereof or the rights or powers of Beneficiary or Trustee; and to pay
all costs and expenses, including cost of evidence of title and attorney's fees
in a reasonable sum, in any action or proceeding in which Beneficiary or Trustee
may appear, and in any suit brought by Beneficiary to foreclose this Deed.

   (4) To pay: at least ten days before delinquency all taxes and assessments
affecting said property, including assessments on appurtenant water stock; when
due, all encumbrances, charges and liens, with interest, on said property or any
part thereof, which appear to be prior or superior hereto; all costs, fees and
expenses of this Trust.

Should Trustor fail to make any payment or to do any act as herein provided,
then Beneficiary or Trustee, but without obligation so to do and without notice
to or demand upon Trustor and without releasing Trustor from any obligation
hereof, may, make or do the same in such manner and to such extent as either may
deem necessary to protect the security hereof, Beneficiary or Trustee being
authorized to enter upon said property for such purposes; appear in and defend
any action or proceeding purporting to affect the security hereof or the rights
or powers of Beneficiary or Trustee; pay, purchase, contest of compromise any
encumbrance, charge, or lien which in the judgement of either appears to be
prior or superior hereto; and, in exercising any such powers, pay necessary
expenses, employ counsel and pay his or her reasonable fees.

   (5) To pay immediately and without demand all sums so expended by Beneficiary
or Trustee, with interest from date of expenditure at the amount allowed by law
in effect at the date hereof, and to pay for any statement provided for by law
in effect at the date hereof regarding the obligation secured hereby, any amount
demanded by the Beneficiary not to exceed the maximum allowed by law at the time
when said statement is demanded.

B. It is mutually agreed:

   (1) That any award of damages in connection with any condemnation for public
use of or injury to said property or any part thereof is hereby assigned and
shall be paid to Beneficiary who may apply or release such moneys received by
him or her in the same manner and with the same effect as above provided for
regarding disposition of proceeds of fire or other insurance.

   (2) That by accepting payment of any sum secured hereby after its due date,
Beneficiary does not waive his or her right either to require prompt payment
when due of all other sums so secured or to declare default for failure so to
pay.

   (3) That any time or from time to time, without liability therefor and
without notice, upon written request of Beneficiary and presentation of this
Deed and said note for endorsement, and without affecting the personal liability
of any person for payment of the indebtedness secured hereby, Trustee may:
reconvey any part of said property; consent to the making of any map or plat
thereof; join in granting any easement thereon; or join in any extension
agreement or any agreement subordinating the lien or charge hereof.

   (4) That upon written request of Beneficiary stating that all sums secured
hereby have been paid, and upon surrender of this Deed and said note to Trustee
for cancellation and retention or other disposition as Trustee in its sole
discretion may choose and upon payment of its fees, Trustee shall reconvey,
without warranty, the property then held hereunder. The recitals in such
reconveyance of any matters or facts shall be conclusive proof of the
truthfulness thereof. The Grantee in such reconveyance may be described as "the
person or persons legally entitled thereto."

   (5) That as additional security, Trustor hereby gives to and confers upon
Beneficiary the right, power and authority, during the continuance of these
Trusts, to collect the rents, issues and profits of said property, reserving
unto Trustor the right, prior to any default by Trustor in payment of any
indebtedness secured hereby or in performance of any agreement hereunder, to
collect and retain such rents, issues and profits as they become due and
payable. Upon any such default, Beneficiary may at any time without notice,
either in person, by agent, or by a receiver to be appointed by a court, and
without regard to the adequacy of any security for the indebtedness hereby
secured, enter upon and take possession of said property or any part thereof, in
his or her own name sue for or otherwise collect such rents, issues, and
profits, including those past due and unpaid, and apply the same, less costs and
expenses of operation and collection, including reasonable attorney's fees, upon
any indebtedness secured hereby, and in such order as Beneficiary may determine.
The entering upon and taking possession of said property, the collection of such
rents, issues and profits and the application thereof as aforesaid, shall not
cure or waive any default or notice of default hereunder or invalidate any act
done pursuant to such notice.

   (6) That upon default by Trustor in payment of any indebtedness secured
hereby or in performance of any agreement hereunder, Beneficiary may declare all
sums secured hereby immediately due and payable by delivery to Trustee of
written declaration of default and demand for sale and of written notice of
default and of election to cause to be sold said property, which notice Trustee
shall cause to be filed for record. Beneficiary also shall deposit with Trustee
this Deed, said note and all documents evidencing expenditures secured hereby.

   After the lapse of such time as may then be required by law following the
recordation of said notice of default, and notice of sale having been given as
then required by law. Trustee, without demand on Trustor, shall sell said
property at the time and place fixed by it in said notice of sale, either as a
whole or in separate parcels, and in such order as it may determine, at public
auction to the highest bidder for cash in lawful money of the United States,
payable at time of sale. Trustee may postpone sale of all or any portion of said
property by public announcement at such time and place of sale, and from time to
time thereafter may postpone such sale by public announcement at the time fixed
by the preceding postponement. Trustee shall deliver to such purchaser its deed
conveying the property so sold, but without any covenant or warranty, express or
implied. The recitals in such deed of any matters or facts shall be conclusive
proof of the truthfulness thereof. Any person, including Trustor, Trustee, or
Beneficiary as hereinafter defined, may purchase at such sale.

   After deducting all costs, fees and expenses of Trustee and of this Trust,
including cost of evidence of title in connection with sale, Trustee shall apply
the proceeds of sale to payment of: all sums expended under the terms hereof,
not then repaid, with accrued interest at the amount allowed by law in effect at
the date hereof; all other sums then secured hereby; and the remainder, if any,
to the person or persons legally entitled thereof.

   (7) Beneficiary, or any successor in ownership of any indebtedness secured
hereby, may from time to time, by instrument in writing, substitute a successor
or successors to any Trustee named herein or acting hereunder, which instrument,
executed by the Beneficiary and duly acknowledged and recorded in the office of
the recorder of the county or


                                       4
<PAGE>

counties where said property is situated, shall be conclusive proof of proper
substitution of such successor Trustee or Trustees, who shall, without
conveyance from the Trustee predecessor, succeed to all its title, estate,
rights, powers and duties. Said instrument must contain the name of the original
Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is
recorded and the name and address of the new Trustee.

   (8) That this Deed applies to, inures to the benefit of, and binds all
parties hereto, their heirs, legatees, devisees, administrators, executors,
successors, and assigns. The term Beneficiary shall mean the owner and holder,
including pledgees, of the note secured hereby, whether or not named as
Beneficiary herein. In this Deed, whenever the context so requires, the
masculine gender includes the feminine and/or the neuter, and the singular
number includes the plural.

   (9) The Trustee accepts this Trust when this Deed, duly executed and
acknowledged, is made a public record as provided by law. Trustee is not
obligated to notify any party hereto of pending sale under any other Deed of
Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee
shall be a party unless brought by Trustee.

DO NOT RECORD                            REQUEST FOR FULL RECONVEYANCE

TO FIRST AMERICAN TITLE INSURANCE COMPANY:

The undersigned is the legal owner and holder of the note or notes, and of all
other indebtedness secured by the foregoing Deed of Trust. Said note or notes,
together with all other indebtedness secured by said Deed of Trust, have been
fully paid and satisfied; and you are hereby requested and directed, on payment
to you of any sums owing to you under the terms of said Deed of Trust, to cancel
said note or notes above mentioned, and all other evidence of indebtedness
secured by said Deed of Trust delivered to you herewith, together with the said
Deed of Trust, and to reconvey, without warranty, to the parties designated by
the terms of said Deed of Trust, all the estate now held by you under the same.

Dated:____________            __________________________________________________

                              __________________________________________________


Please mail Deed of Trust,
Note and Reconveyance to _______________________________________________________

Do not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both
must be delivered to the Trustee for cancellation before reconveyance will be
made.

                                       5

</TEXT>
</DOCUMENT>
