EXHIBIT 3.15
CERTIFICATE OF INCORPORATION
OF
NEN ACQUISITION, INC.
ARTICLE I
Name
The name of the corporation is NEN Acquisition, Inc. (the
"Corporation").
ARTICLE II
Registered Office and Registered Agent
The address of the registered office of the Corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.
ARTICLE III
Corporate Purpose
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "General Corporation Law").
ARTICLE IV
Capital Stock
The total number of shares of all classes of stock that the Corporation
shall have authority to issue is 1,000, all of which shall be shares of Common
Stock, par value $.01 per share.
ARTICLE V
Directors
(1) Elections of directors of the Corporation need not be by
written ballot, except and to the extent provided in the By-laws of the
Corporation.
(2) To the fullest extent permitted by the General Corporation Law
as it now exists and as it may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director.
ARTICLE VI
Indemnification of Directors, Officers and Others
(1) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person seeking
indemnification did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(2) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
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(3) To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections (1) and (2) of this Article
VI, or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
(4) Any indemnification under Sections (1) and (2) of this Article
VI (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in such Sections (1) and
(2). Such determination shall be made (a) by the Board of Directors of the
Corporation by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
stockholders of the Corporation.
(5) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation authorized in this Article. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors of the Corporation deems
appropriate.
(6) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other sections of this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any law, by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.
(7) The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of Section 145 of the General Corporation
Law.
(8) For purposes of this Article VI, references to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
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enterprise, shall stand in the same position under the provisions of this
Article VI with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.
(9) For purposes of this Article VI, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves service by, such director,
officer, employee or agent with respect to any employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article VI.
(10) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article VI shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
ARTICLE VII
By-laws
The directors of the Corporation shall have the power to adopt, amend
or repeal by-laws.
ARTICLE VIII
Reorganization
Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
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ARTICLE IX
Amendment
The Corporation reserves the right to amend, alter, change or repeal
any provision of this Certificate of Incorporation, in the manner now or
hereafter prescribed by law, and all rights conferred on stockholders in this
Certificate of Incorporation are subject to this reservation.
ARTICLE X
Incorporator
The name and mailing address of the sole incorporator is as follows;
Name Mailing Address
- --------------------------- ---------------------------
Megan Ainsworth Shearman & Sterling
555 California Street
San Francisco, CA 94104
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this Certificate of Incorporation, hereby
declaring and certifying that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hand this 26th day of
March 1997.
/s/ Megan L. Ainsworth
----------------------
Megan Ainsworth
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NEN ACQUISITION, INC.
NEN ACQUISITION, INC., a Delaware corporation, HEREBY CERTIFIES AS
FOLLOWS:
1. The name of the corporation is NEN Acquisition, Inc. (the
"Corporation").
2. The date of filing of its Certificate of Incorporation with
the Secretary of State of Delaware was March 26, 1997.
3. This Certificate of Amendment sets forth an amendment to the
Certificate of Incorporation of the Corporation which was duly adopted by the
written consent of the sole stockholder of the Corporation entitled to vote
thereon in accordance with the provisions of Section 242 and 228 of the General
Corporation Law of the State of Delaware.
2. Article I of the Certificate of Incorporation is hereby
amended in full to be and read as follows:
"ARTICLE I
NAME
The name of the Corporation is NEN Life Science Products, Inc. (the
"Corporation")."
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by its President, Richard D. Paterson, and Vice President, Mark E.
Bandeen. this 1st day of July 1997.
NEN ACQUISITION, INC.
By: /s/ Richard D. Paterson
-----------------------
Name: Richard D. Paterson
Title: President
By: /s/ Mark E. Bandeen
-------------------
Name: Mark E. Bandeen
Title: Vice President
2
AGREEMENT OF MERGER
AGREEMENT OF MERGER, dated this 1st day of November, 2000, pursuant to
Section 252 of the General Corporation Law of the State of Delaware, between NEN
Life Science Products, Inc., a Delaware corporation and PerkinElmer Wallac Inc.,
a Maryland corporation.
WITNESSETH that:
WHEREAS, all of the constituent corporations desire to merge into a
single corporation; and
NOW, THEREFORE, the corporations, parties to this Agreement, in
consideration of the mutual covenants, agreements and provisions hereinafter
contained, do hereby prescribe the terms and conditions of said merger and mode
of carrying the same into effect as follows:
FIRST: NEN Life Science Products, Inc. hereby merges into itself
PerkinElmer Wallac Inc., and said PerkinElmer Wallac Inc., shall be and hereby
is merged into NEN Life Science Products, Inc. which shall be the surviving
corporation.
SECOND: The Certificate of Incorporation of NEN Life Science Products,
Inc., as heretofore amended and as in effect on the date of the merger provided
in this agreement, shall continue in full force and effect as the Certificate of
Incorporation of the corporation surviving this merger, except, however, that
Article I shall be deleted in its entirety and replaced with "The name of the
Corporation is PerkinElmer Life Sciences, Inc. (the "Corporation").
THIRD: The manner of converting the outstanding shares of the capital
stock of each of the constituent corporations into shares or other securities of
the surviving corporation shall be as follows:
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(a) Each share of common stock of the surviving corporation, which
shall be issued and outstanding on the effective date of this Agreement, shall
remain issued and outstanding.
(b) Each share of common stock of the merged corporation which
shall be outstanding on the effective date of this Agreement, all rights in
respect thereto shall forthwith be changed and converted into one share of
common stock of the surviving corporation.
(c) After the effective date of this Agreement, each holder of an
outstanding certificate representing shares of Common stock of the merged
corporation shall surrender the same to the surviving corporation and each such
holder shall be entitled upon such surrender to receive the number of shares of
common stock of the surviving corporation on the basis provided herein. Until so
surrendered, the outstanding shares of stock of the merged corporation to be
converted into the stock of the surviving corporation as provided herein, may be
treated by the surviving corporation for all corporate purposes as evidencing
the ownership of shares of the surviving corporation as though said surrender
and exchange had taken place. After the effective date of this Agreement, each
registered owner of any uncertificated shares of common stock of the merged
corporation shall have said shares of cancelled and said registered owner shall
be entitled to the number of common shares of the surviving corporation on the
basis provided herein.
FOURTH: The terms and conditions of the merger are as follows:
(a) The by-laws of the surviving corporation as they shall exist
on the effective date of this Agreement shall be and remain the bylaws of the
surviving corporation until the same shall be altered, amended and repealed as
therein provided.
(b) The directors and officers of the surviving corporation shall
continue in office until the next annual meeting of stockholders and until their
successors shall have been elected and qualified.
(c) This merger shall become effective on January 1, 2001.
(d) Upon the merger becoming effective, all the property, rights,
privileges. franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of the merged corporation shall be
transferred to, vested in and devolve upon the surviving corporation without
further act or deed and all property, rights, and every other interest of the
surviving corporation and the merged corporation shall be as effectively the
property of the surviving corporations as they were of the surviving corporation
and the merged corporation respectively. The merged corporation hereby agrees
from time to time, as and when requested by the surviving corporation or by its
successors or assigns, to execute and deliver or cause to be executed and
delivered all such deeds and instruments and to take or cause to be taken such
further or other action as the surviving corporation may deem to be necessary or
desirable in order to vest in and confirm to the surviving corporation title to
and possession of any property of the merged corporation acquired or to be
acquired by reason of or as a result of the merger herein provided for and
otherwise to carry out the intent and purposes hereof and the proper officers
and directors of the merged corporation and the proper officers and directors of
the
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surviving corporation are fully authorized in the name of the merged corporation
or otherwise to take any and all such action.
FIFTH: Anything herein or elsewhere to the contrary notwithstanding,
this Agreement may be terminated and abandoned by the Board of Directors of any
constituent corporation at any time prior to the time that this Agreement filed
with the Secretary of State becomes effective. This Agreement may be amended by
the Board of Directors of its constituent corporations at any time prior to the
time that this Agreement filed with the Secretary of State becomes effective,
provided that an amendment made subsequent to the adoption of the Agreement by
the stockholders of any constituent corporation shall not (1) alter of change
the amount or kind of shares, securities, cash, property and/or rights to be
received in exchange for or on conversion of all or any of the shares of any
class or series thereof such constituent corporation, (2) alter or change any
term of the Certificates of Incorporation of the surviving corporation to be
effected by the merger, or (3) alter or change any of the terms and conditions
of the Agreement if such alteration or change would adversely affect the holders
of any class or series thereof of such constituent corporation.
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the
approval and authority duly given by resolutions adopted by their respective
Board of Directors have caused these presents to be executed by the duly
authorized officers of each party hereto as the respective act, deed and
agreement of said corporations as of this 1st day of November, 2000.
NEN Life Science Products, Inc.
By: /s/ Petri Myllyneva
-------------------
Title: Sr. Vice President
PerkinElmer Wallac Inc.
By: /s/ Jeff Ronnev
---------------
Title: President
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PERKINELMER LIFE SCIENCES, INC.
PERKINELMER LIFE SCIENCES, INC., a Delaware corporation, HEREBY
CERTIFIES AS FOLLOWS:
1. The name of the corporation is PerkinElmer Life Sciences, Inc.
(the "Corporation").
2. The date of filing of its certificate of incorporation with
the Secretary of State of the State of Delaware was March 26, 1997.
3. A certificate of amendment of the Corporation's certificate of
incorporation was filed with the Secretary of State of the State of Delaware on
July 1, 1997.
4. A certificate of agreement of merger was filed with the
Secretary of State of the State of Delaware on November 13, 2000.
5. This certificate sets forth an amendment to the certificate of
incorporation of the Corporation which was duly adopted by the written consent
of the directors of the Corporation and by the written consent of the sole
stockholder of the Corporation entitled to vote thereon in accordance with the
provisions of Sections 141, 228 and 242 of the General Corporation Law of the
State of Delaware.
6. Article IV of the certificate of incorporation is
hereby amended in full to read as follows:
"ARTICLE IV
Capital Stock
The total number of shares of all classes of stock the Corporation
shall have authority to issue is 750,000, all of which shall be shares of Common
Stock, par value $.01 per share."
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by its President, John J. Engel, and its Secretary, Petri Myllyneva,
this 25th day of April 2002.
PERKINELMER LIFE SCIENCES, INC.
By: /s/ John J. Engel
-------------------------------------
Name: John J. Engel
Title: President
By: /s/ Petri Myllyneva
-------------------------------------
Name: Petri Myllyneva
Title: Secretary
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CERTIFICATE OF MERGER
OF
Packard BioChip Technologies, LLC
INTO
PerkinElmer Life Sciences, Inc.
* * * * * * * *
The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent companies of the merger is as follows:
Name State of Incorporation/Formation
- -----------------------------------------------------------------------
Packard BioChip Technologies, LLC Delaware
PerkinElmer Life Sciences, Inc. Delaware
SECOND: Than an agreement of merger between the parties to the merger
has been approved. adopted, certified, executed and acknowledged by each of the
constituent companies in accordance with the requirements of section 264 of the
General Corporation Law of Delaware.
THIRD: That the name of the corporation surviving the merger is
PerkinElmer Life Sciences, Inc.
FOURTH: That the Certificate of Incorporation of PerkinElmer Life
Sciences, Inc., a Delaware corporation, which will survive the merger, shall be
the Certificate of Incorporation of the surviving corporation.
FIFTH: That the executed Agreement of Merger is on file at an office of
the surviving corporation, the address of which is 45 William Street, Wellesley,
MA 02481.
SIXTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: That this Certificate of Merger shall be effective on April
29, 2002.
By: /s/ John L. Healy
-------------------------------------
John L. Healy Assistant Secretary
PerkinElmer Life Sciences, Inc.
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CERTIFICATE OF MERGER
OF
PBCT Corporation
INTO
PerkinElmer Life Sciences, Inc.
* * * * * * * *
The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
- ----------------------------------------------------------
PBCT Corporation Delaware
PerkinElmer Life Sciences, Inc. Delaware
SECOND: Than an agreement of merger between the parties to the merger
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 251 of
the General Corporation Law of Delaware.
THIRD: That the name of the surviving corporation of the merger is
PerkinElmer Life Sciences, Inc.
FOURTH: That the Certificate of Incorporation of PerkinElmer Life
Sciences, Inc., a Delaware corporation, which will survive the merger, shall be
the Certificate of Incorporation of the surviving corporation.
FIFTH: That the executed Agreement of Merger is on file at an office of
the surviving corporation, the address of which is 45 William Street, Wellesley,
MA 02481.
SIXTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: That this Certificate of Merger shall be effective on April
29, 2002.
By: /s/ John L. Healy on 4/26/02
----------------------------
John L. Healy, Assistant Secretary
PerkinElmer Life Sciences, Inc.
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PERKINELMER LIFE SCIENCES, INC.
PERKINELMER LIFE SCIENCES, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: The name of the corporation is PerkinElmer Life Sciences, Inc.
(the "Corporation").
SECOND: The date of filing of its Certificate of Incorporation with the
Secretary of State of Delaware was March 26, 1997.
THIRD: A certificate of amendment of the Corporation's certificate of
incorporation was filed with the Secretary of State of Delaware on July 1, 1997.
FOURTH: A certificate of agreement of merger was filed with the
Secretary of State of Delaware on November 14, 2000.
FIFTH: A certificate of amendment of the Corporation's certificate of
incorporation was filed with the Secretary of State of Delaware on April 25,
2002.
SIXTH: A certificate of agreement of merger was filed with the
Secretary of State of Delaware on December 23, 2002.
SEVENTH: A certificate of agreement of merger was filed with the
Secretary of State of Delaware on December 24, 2002.
EIGHTH: This certificate sets forth amendments to the certificate of
incorporation of the Corporation which were duly adopted by the written consent
of the directors of the Corporation and by the written consent of the
stockholders of the Corporation entitled to vote thereon in accordance with the
provisions of Sections 141, 228 and 242 of the General Corporation Law of the
State of Delaware.
NINTH: Article I of the certificate of incorporation is hereby amended
in full to read as follows:
"ARTICLE I
Name
The name of the corporation is PerkinElmer LAS, Inc. (the "Corporation")."
TENTH: Article IV of the certificate of incorporation is hereby amended
in full to read as follows:
"ARTICLE IV
Capital Stock
The total number of shares of all classes of stock
that the Corporation shall have authority to issue is
2,000,000, all of which shall be shares of Common Stock, par
value $.01 per share."
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by its duly authorized officers this 26th day of March 2003.
PERKINELMER LIFE SCIENCES, INC.
By: /s/ Peter B. Coggins
----------------------------
Name: Peter B. Coggins
Title: President
By: /s/ Kenneth L. Horton
---------------------------
Name: Kenneth L. Horton
Title: Vice President
-2-
CERTIFICATE OF MERGER
OF
PERKINELMER INSTRUMENTS LLC
WITH AND INTO
PERKINELMER LAS, INC.
Pursuant to Title 8, Section 264(c) of the Delaware General Corporation
Law and Section 18-209 of the Delaware Limited Liability Company Act, the
undersigned corporation executed the following Certificate of Merger:
FIRST: The name of the surviving corporation is PerkinElmer LAS, Inc.,
a Delaware corporation (the "Surviving Corporation"). The name of the limited
liability company being merged into the Surviving Corporation is PerkinElmer
Instruments LLC, a Delaware limited liability company (the "Merging LLC").
SECOND: An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by each of the Surviving Corporation and
the Merging LLC in accordance with Section 18-209 of the Delaware Limited
Liability Company Act and Section 264(c) of the Delaware General Corporation
Law.
THIRD: The name of the surviving domestic corporation is PerkinElmer
LAS, Inc.
FOURTH: The merger is to become effective at 12:01 a.m., Eastern
Standard Time, on March 31, 2003.
FIFTH: The Agreement and Plan of Merger is on file at 549 Albany
Street, Boston, MA 02118-2512, the place of business of the Surviving
Corporation.
SIXTH: A copy of the Agreement and Plan of Merger will be furnished by
the Surviving Corporation on request, without cost, to any stockholder of the
Surviving Corporation or any member of the Merging LLC.
IN WITNESS WHEREOF, said Surviving Corporation has caused this
certificate to be signed by an authorized person, the 28th day of March, 2003.
PERKINELMER LAS, INC.
By: /s/ Kenneth L. Horton
-------------------------
Name: Kenneth L. Horton
Title: Vice President
An Authorized Person
-2-