NEN LIFE SCIENCES INC, S-1/A, 2000-04-20

NEN LIFE SCIENCES INC
S-1/A, 2000-04-20
ELECTRONIC COMPONENTS, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 2000

REGISTRATION NO. 333-34258

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEN LIFE SCIENCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<CAPTION>
DELAWARE 3679 94-3267240
<S> <C> <C>
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

549 ALBANY STREET
BOSTON, MASSACHUSETTS 02118
PHONE: (617) 482-9595
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RUSSELL D. HAYS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NEN LIFE SCIENCES, INC.
549 ALBANY STREET
BOSTON, MASSACHUSETTS 02118
PHONE: (617) 482-9595
FAX: (617) 350-9454
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:

<TABLE>
<S> <C>
SCOTT R. HABER, ESQ JONATHAN L. KRAVETZ, ESQ.
LATHAM & WATKINS MINTZ, LEVIN, COHN, FERRIS,
505 MONTGOMERY STREET, SUITE 1900 GLOVSKY AND POPEO, P.C.
SAN FRANCISCO, CALIFORNIA 94111 ONE FINANCIAL CENTER
PHONE: (415) 391-0600 BOSTON, MASSACHUSETTS 02111
FAX: (415) 395-8095 PHONE: (617) 542-6000
FAX: (617) 542-2241
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE

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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C>
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Common Stock, par value $.01 per share................ $80,000,000 $21,120(2)
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</TABLE>

(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as
amended, solely for the purpose of computing the amount of the registration
fee. Includes shares of common stock issuable upon exercise of the
underwriters' over-allotment option.

(2) Previously paid.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED APRIL 20, 2000

Shares
NEN LIFE SCIENCES, INC.

NEN LIFE SCIENCES

Common Stock

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We are selling shares of common stock. Prior to this offering,
there has been no public market for our common stock. The initial public
offering price of the common stock is expected to be between $ and
$ per share. We have applied to list our common stock on The Nasdaq Stock
Market's National Market under the symbol "NENL."

The underwriters have an option to purchase a maximum of
additional shares to cover over-allotments of shares.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 7.

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS NEN LIFE SCIENCES
----------------- ----------------- -----------------
<S> <C> <C> <C>
Per Share............................................ $ $ $
Total................................................ $ $ $
</TABLE>

Delivery of the shares of common stock will be made on or about
, 2000.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

CREDIT SUISSE FIRST BOSTON ING BARINGS

The date of this prospectus is , 2000.
<PAGE> 3

[Artwork to consist of:

- - Inside front cover of prospectus: Our MICROMAX logo, a depiction of our
MICROMAX product, the caption "The MICROMAX comprehensive reagent system.
High throughput, high sensitivity gene analysis for every laboratory --
right out of the box," and the following bullet points: "Rapid,
Simultaneous Screening of Thousands of Genes"; "Accurate Analysis"; "More
Information with Smaller Samples"; "Easy to Use"; "Reproducible Results";
and "Expert Support."

- - Gatefold: NEN logo, caption "Innovative Products and Technologies for the
Genomics Era," and depictions of researchers working in NEN's three
principal target markets, functional genomics, high throughput screening,
and pharmacogenomics, arranged in a timeline with logos, names and/or
photographs of NEN products that address the needs of each market.

- - Inside back cover of prospectus. NEN logo and names of representative
customers and strategic partners, including a brief description of them,
and the caption "The products, technologies and research of our customers
and collaborators are NEN-enabled."]
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TABLE OF CONTENTS

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PAGE
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PROSPECTUS SUMMARY.................... 3
RISK FACTORS.......................... 7
FORWARD-LOOKING STATEMENTS............ 17
USE OF PROCEEDS....................... 17
DIVIDEND POLICY....................... 17
CAPITALIZATION........................ 18
DILUTION.............................. 19
SELECTED FINANCIAL DATA............... 20
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS....................... 22
BUSINESS.............................. 29
MANAGEMENT............................ 42
TRANSACTIONS WITH OFFICERS, DIRECTORS
AND 5% STOCKHOLDERS................. 48
PRINCIPAL STOCKHOLDERS................ 49
DESCRIPTION OF CAPITAL STOCK.......... 51
SHARES ELIGIBLE FOR FUTURE SALE....... 53
UNDERWRITING.......................... 55
NOTICE TO CANADIAN RESIDENTS.......... 57
LEGAL MATTERS......................... 58
EXPERTS............................... 58
ADDITIONAL INFORMATION................ 58
INDEX TO FINANCIAL STATEMENTS......... F-1
</TABLE>

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We own or have rights to trademarks that we use in conjunction with the
sale of our products, including FlashPlate, GeneScreen PLUS, NEN, NEN.com,
Renaissance, AcycloTerminator, Advanced Bioconcept, Fluo-peptides, [FP](2),
MICROMAX, Receptor Biology, TSA and our logo. This prospectus also makes
references to trademarks of other companies.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.

DEALER PROSPECTUS DELIVERY OBLIGATIONS

UNTIL , 2000 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING),
ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS AN
UNDERWRITER AND WITH RESPECT TO UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
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(This page is intentionally left blank.)
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PROSPECTUS SUMMARY

The following summary highlights information we present more fully
elsewhere in this prospectus. This prospectus contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in the forward-looking statements as a result
of factors described under the heading "Risk Factors" and elsewhere in this
prospectus. Unless the context requires otherwise, references in this prospectus
to NEN Life Sciences, NEN, we, us, our or other similar terms are to NEN Life
Sciences, Inc. and its consolidated subsidiaries.

NEN LIFE SCIENCES

NEN Life Sciences is a leading global provider of value-added research
products, proprietary technologies and services for the life science industry.
We develop, manufacture and market consumable research products that enable
scientists to conduct many of the most fundamental and widely performed
experiments in the key areas of functional genomics, high throughput screening
and pharmacogenomics, which we collectively call "biomolecular genomics." We
believe that our extensive patent portfolio, established manufacturing, sales,
marketing and distribution infrastructure, and globally recognized brand
uniquely position us to participate in and facilitate the growth of these
markets.

NEN is one of the most recognized brand names in the life science research
markets, representing over 40 years of developing and marketing innovative
research products. We sell many of our products as comprehensive reagent systems
that consist of the specialized research chemicals, or reagents, necessary for a
particular type of experiment, together with pre-tested instructions for their
use. Our comprehensive reagent systems and other products enable rapid,
reliable, and sensitive experimentation by researchers and provide a
technological foundation for the products and services of our strategic
partners.

We sell over 1,500 products, which are supported by a portfolio of 70
issued U.S. patents, 214 foreign counterparts, 46 patents pending, and over 60
active technology licenses from third parties. In 1999, we generated net sales
of $103.9 million and introduced 62 new products to the biomolecular genomics
markets. We leverage our established infrastructure, highly experienced sales
force and international distribution network to effectively market our new
products and increase penetration of our target markets.

THE OPPORTUNITY IN BIOMOLECULAR GENOMICS

As the sequencing of the human genome nears completion, life science
researchers are expected to intensify their search for a better understanding of
the molecular basis of disease and begin to develop the diagnostic tools and
therapeutics to discover and treat the symptoms and causes of illness. This
focus is expected to generate dramatic growth in biomolecular genomics research.
To conduct the billions of experiments associated with this growth, researchers
will need easy-to-use technologies and comprehensive reagent systems that enable
robust, miniaturized and rapid experimentation. We believe that, as a result of
this dramatic growth, the market for consumable research products in
biomolecular genomics will grow to over $5 billion during the next six years.
Because biomolecular genomics research has traditionally used methods that are
labor intensive and require multi-step, lengthy procedures, researchers will
require novel tools and technologies to enhance the quality and productivity of
their research efforts.

THE NEN SOLUTION

We believe our new generation of easy-to-use technologies and comprehensive
reagent systems, which include all of the consumable tools that are needed to
conduct key biomolecular genomic experiments, meet the needs of our customers
for robust, miniaturized, and rapid experimentation. We offer a complete system
approach that allows researchers to carry out experiments without the need, in
most cases, to obtain supplemental products or intellectual property rights. We
believe that many of our technologies and products represent the next step in
the evolution of consumable products aimed at enabling the advances of
researchers and participants in biomolecular genomics.

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OUR STRATEGY

Our objective is to be the leading provider of comprehensive reagent
systems, proprietary reagent-related technology and supporting services to the
functional genomics, high throughput screening, and pharmacogenomics markets. In
addition, we seek to become a leading provider of critical components to makers
of various radiotherapeutic cancer treatments. Our strategy for achieving this
objective includes the following elements:

Employ "NEN-Enabled" Commercialization Strategy. We plan to expand the
number of experiments that are enabled by NEN products and technologies by
selling directly to end users and by partnering with other industry leaders.

Expand Our Leadership Position in the High Throughput Screening Market. We
intend to expand our leadership position in the high throughput screening market
by selectively investing in new platforms and by acquiring and partnering with
other market participants that have complementary technologies.

Drive Innovation through Technological Leadership. We plan to continue to
drive innovation in our markets by investing aggressively in new technologies
and research and development.

------------------------

We were incorporated in Delaware in 1997 as NEN Holding, Inc. and we
changed our name to NEN Life Sciences, Inc. in April 2000. The address of our
principal executive office is 549 Albany Street, Boston, Massachusetts 02118,
and our telephone number is (617) 482-9595. Our Web site can be found at
www.nen.com; however, the contents of our Web site are not part of this
prospectus.

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THE OFFERING

Common stock offered by NEN Life
Sciences............................ shares

Common stock to be outstanding after
this offering....................... shares

Use of proceeds..................... To repay debt, and for working capital,
capital expenditures, including
technology licenses and acquisitions,
and other general corporate purposes.

Proposed Nasdaq National Market
symbol.............................. NENL

The number of shares of our common stock to be outstanding after this
offering is based on 16,066,111 shares of common stock outstanding as of March
31, 2000. It does not include:

- 81,183 shares subject to outstanding warrants as of March 31, 2000;

- 2,344,947 shares subject to outstanding stock options as of March 31,
2000; and

- 355,053 shares available for future grant or issuance under our stock
option plans as of March 31, 2000.

Unless otherwise indicated, information in this prospectus assumes no
exercise of the underwriters' over-allotment option.

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SUMMARY FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)

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<CAPTION>
NEN LIFE SCIENCES, INC.
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DECEMBER 31, 1999
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ACTUAL AS ADJUSTED(2)
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<S> <C> <C>
BALANCE SHEET DATA:
Current assets.............................................. $33,555 $
Total assets................................................ 99,442
Current liabilities......................................... 26,317
Long-term obligations, net of current portion............... 48,007
Total stockholders' equity.................................. 25,118
</TABLE>

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(1) Prior to July 1, 1997, the NEN Life Science Products business was operated
as part of the Medical Products Division of E.I. du Pont de Nemours and
Company, and not as a stand-alone company. As a result, we do not believe
that the results of operations of the NEN business for periods subsequent to
July 1, 1997 are comparable to results of operations for periods prior to
that time, or that the results of operations for periods prior to July 1,
1997 are indicative of results that may be anticipated in the future.

(2) The as adjusted balance sheet data reflects the receipt of the net proceeds
from the sale of shares of common stock by NEN Life Sciences
in this offering at an assumed initial public offering price of $ per
share, after deducting underwriting discounts and commissions and estimated
offering expenses.

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RISK FACTORS

You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing our common stock.
Investing in our common stock involves a high degree of risk. Risks and
uncertainties, in addition to those we describe below, that are not presently
known to us or that we believe are immaterial may also impair our business
operations. These risks could, if they occur, harm our business and our
operating results. In addition, the trading price of our common stock could
decline due to the occurrence of any of these risks, and you may lose all or
part of your investment.

RISKS RELATED TO OUR BUSINESS

OUR FUTURE SUCCESS DEPENDS ON THE TIMELY INTRODUCTION OF NEW PRODUCTS AND THE
ACCEPTANCE OF THESE NEW PRODUCTS IN THE MARKETPLACE.

Rapid technological change and frequent new product introductions are
typical for the markets we serve. Our future success will depend in large part
on continuous, timely development and introduction of new products that address
evolving market requirements. To the extent that we fail to introduce new and
innovative products, we may lose market share to our competitors, which may be
difficult to regain. Any inability to successfully develop and introduce new
products could materially damage our business.

In the past we have experienced, and are likely to experience in the
future, delays in the development and introduction of products. We cannot assure
you that we will keep pace with the rapid rate of change in functional genomics,
high throughput screening and pharmacogenomics, or that our new products will
adequately meet the requirements of the marketplace or achieve market
acceptance. Some of the factors affecting market acceptance of our new products
include:

- availability, quality and price relative to competitive products;

- the timing of introduction of products relative to competitive products;

- customers' opinions of the product's utility;

- ease of use;

- consistency with prior practice;

- citation of the product in published research; and

- general trends in functional genomics, high throughput screening,
pharmacogenomics and radioactive products.

We believe that customers in our markets display a significant amount of
loyalty to their initial supplier of a particular product. Therefore, it may be
difficult to generate sales to customers who have purchased products from
competitors. To the extent we are unable to be the first to develop and supply
new products, our competitive position may suffer.

The development, introduction and marketing of innovative and new products
in our rapidly evolving markets will require significant sustained investment.
We cannot assure you that cash from operations or other sources will be
sufficient to meet these ongoing requirements.

THE MARKETS FOR OUR PRODUCTS ARE EXTREMELY COMPETITIVE AND SUBJECT TO RAPID
TECHNOLOGICAL CHANGE.

The markets for our products are highly competitive. We compete with many
other suppliers of biomolecular genomics products, and new competitors continue
to enter our markets. Many of our competitors have greater financial,
operational, and sales and marketing resources than we do. These and other
companies may have developed or could in the future develop new technologies
that compete with our products or even render our products obsolete. Competition
in our markets is primarily driven by:

- product performance, features and reliability;

- price;

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- timing of product introductions;

- ability to develop, maintain and protect proprietary products and
technologies;

- sales and distribution capabilities;

- technical support and service;

- brand loyalty;

- applications support; and

- breadth of product line.

If a competitor develops superior technology or cost-effective alternatives
to our products, our business, financial condition and results of operations
could be materially adversely affected.

Our competitors have in the past and may in the future compete by lowering
prices. We may respond by lowering our prices, which could reduce revenues and
profits. Conversely, failure to anticipate and respond to price competition may
damage our market share. In addition, we must continually adapt to new marketing
and distribution trends, such as the Internet, in order to compete effectively.

LOSS OF KEY PERSONNEL COULD HARM OUR BUSINESS.

Our products and services are highly technical in nature. In general only
highly qualified and trained scientists have the necessary skills to develop and
market our products and provide our services. Due to the large number of
companies participating in these markets, we face intense competition for this
limited pool of professionals from our competitors and our customers, marketing
partners and companies throughout our industry, many of which have substantially
greater resources than we do. The market to hire trained professionals has
become increasingly competitive in recent years. Any failure on our part to
hire, train and retain a sufficient number of qualified professionals would
negatively impact our product development efforts and our ability to support
other functions, and could seriously damage our business. We do not generally
enter into employment agreements requiring these employees to continue in our
employment for any period of time.

WE MAY SPEND RESOURCES ON RESEARCH AND DEVELOPMENT PROJECTS WITHOUT BEING ABLE
TO ACHIEVE AN ADEQUATE RETURN, IF ANY, ON OUR INVESTMENT.

In order for us to remain competitive in our markets, it is important for
us to continue to invest heavily in research and development. Our spending on
research and development has increased in recent years, and we expect this trend
to continue. However, because we compete in a relatively new and constantly
evolving market, we may pursue research and development projects that do not
result in viable commercial products, or we may invest insufficient amounts in
research and development in areas that prove to be important. In addition, we
have in the past, and may in the future, terminate research efforts in a
particular area after we have made substantial initial funding commitments in
that area. Any failure to translate research and development expenditures into
successful new product introductions could have an adverse effect on our
business.

REDUCTIONS IN RESEARCH AND DEVELOPMENT BUDGETS OR GOVERNMENT FUNDING MAY IMPACT
OUR SALES.

Fluctuations in the research and development budgets of our customers could
have a significant effect on the demand for our products. Research and
development budgets fluctuate due to changes in available resources, spending
priorities and institutional budgetary policies. Our business could be seriously
damaged by any significant decrease in research and development expenditures by
pharmaceutical and biotechnology companies, academic institutions or government
and private laboratories.

More than 50% of our 1999 net sales were derived from researchers at
universities, government laboratories and private foundations whose funding is
dependent upon grants from government agencies, such as the U.S. National
Institutes of Health. Although the level of research funding has increased

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during the past several years, we cannot assure you that this trend will
continue. Government funding of research and development is subject to the
political process. Our sales may be adversely affected if our customers delay
purchases as a result of uncertainties surrounding the approval of government
budget proposals. A reduction in government funding for the National Institutes
of Health or other government research agencies could seriously damage our
business.

In recent years, the U.S. pharmaceutical and biotechnology industries have
undergone substantial consolidation. Further mergers or corporate consolidations
in these industries could cause us to lose existing customers and potential
future customers, which could have a material adverse effect on our business,
financial condition and results of operations. In addition, health care reform
and other changes in the regulatory environment affecting these industries could
have an adverse impact on research and development expenditures by
pharmaceutical and biotechnology companies, which would negatively impact our
business.

Our academic customers generally receive funds from approved grants at
particular times of the year, as determined by the government. Grants have in
the past been frozen for extended periods or have otherwise become unavailable
to various institutions without advance notice. The timing of the receipt of
grant funds affects the timing of purchase decisions by our customers and, as a
result, can cause fluctuations in our sales, operating results and cash flows.

FAILURE TO LICENSE NEW TECHNOLOGIES COULD IMPAIR OUR NEW PRODUCT DEVELOPMENT.

In order to meet the needs of our customers, we must develop a broad
spectrum of products. To generate broad product lines, it is sometimes
advantageous or necessary to license technologies from, or enter into
distribution agreements with, third parties. As a result, we believe our ability
to license new technologies from, and enter into new distribution agreements
with, third parties is and will continue to be important to our ability to offer
new products. Approximately 16% of our 1999 net sales were attributable to
products manufactured or sold under licenses from or distribution agreements
with third parties. We expect that, as more and better capitalized companies
enter biomolecular genomics markets, obtaining new technologies through licenses
and distribution agreements will become more expensive. Moreover, some of these
companies may choose to discontinue their practice of making technology
available through licenses and distribution agreements to third parties such as
us.

From time to time, we are notified or become aware of patents held by third
parties which are related to technologies we are selling or may sell in the
future. After a review of these patents, we may decide to seek a license for
these technologies from these third parties or discontinue the product. There
can be no assurance that we will be able to continue to successfully identify
new technologies developed by others. Even if we are able to identify new
technologies of interest, we may not be able to negotiate a license on favorable
terms, or at all. Some of our licenses do not run for the length of the
underlying patent. We may not be able to renew our existing licenses on
favorable terms, or at all. If we lose the rights to patented technology, we may
need to discontinue selling certain of our products or redesign our products,
and we may lose a competitive advantage. Potential competitors could in-license
technologies that we fail to license and potentially erode our market share for
certain products. Our licenses typically subject us to various
commercialization, sublicensing, minimum payment, and other obligations. If we
fail to comply with these requirements we could lose important rights under a
license, such as the right to exclusivity in a certain market. In some cases, we
could also lose all rights under a license. In addition, certain rights granted
under the license could be lost for reasons out of our control. For example, the
licensor could lose patent protection for a number of reasons, including
invalidity of the licensed patent. We do not always receive significant
indemnification from a licensor against third party claims of intellectual
property infringement.

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THE FAILURE OF OUR STRATEGIC PARTNERS TO GENERATE GROWTH COULD IMPAIR OUR
BUSINESS.

As a result of our collaborations with third parties, we rely on our
strategic partners to generate demand among end users for some of our products
and services. The failure of these partners to generate such demand will
negatively impact our business.

WE MAY FAIL TO SUCCESSFULLY INTEGRATE ACQUIRED COMPANIES OR TECHNOLOGIES.

Our success depends on our ability to continually enhance and broaden our
product offerings in response to changing technologies, customer demands and
competitive pressures. To this end, from time to time, we have acquired
complementary businesses, products, and technologies instead of developing them
ourselves and we may choose to do so in the future. We do not know if we will be
able to identify or complete any acquisitions, or whether we will be able to
successfully integrate any acquired business, operate it profitably, or retain
its key employees. Integrating any business, product or technology we acquire
could be expensive and time consuming, disrupt our ongoing business and distract
our management.

INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY COULD ADVERSELY AFFECT OUR
ABILITY TO COMPETE.

Our success depends to a significant degree upon our ability to develop,
maintain and protect proprietary products and technologies. We file patent
applications in the U.S. and selectively in foreign countries as part of our
strategy to protect our proprietary products and technologies. However, patents
provide only limited protection of our intellectual property. The assertion of
patent protection involves complex legal and factual determinations and is
therefore uncertain and expensive. We cannot assure you that patents will be
granted with respect to any of our patent applications, that the scope of any of
our issued patents will be sufficiently broad to offer meaningful protection or
that we will develop additional proprietary technologies that are patentable.
Our issued patents or patents licensed to us could be successfully challenged,
invalidated or circumvented so that our patent rights would not create an
effective competitive barrier. The loss of a significant patent or the failure
of a patent to issue from a pending patent application that we consider
significant could have a material adverse effect on our business.

The laws governing the scope of patent coverage and the periods of
enforceability of patent protection in the U.S. and abroad continue to evolve,
particularly in the areas of molecular biology and genomics. The laws of some
foreign countries may not protect our intellectual property rights to the same
extent as U.S. laws. We hold patents only in selected countries. Therefore,
third parties can make, use and sell products covered by our patents in any
country in which we do not have patent protection.

We give our customers the right to use some of our products under label
licenses that are for research and diagnostic purposes only. These licenses
could be contested and no assurances can be given that we would either be aware
of an unauthorized use or be able to enforce these restrictions in a
cost-effective manner.

INTELLECTUAL PROPERTY LITIGATION COULD HARM OUR BUSINESS.

Litigation involving patents and other intellectual property rights is
extensive in the biotechnology industry. We are aware that patents have been
applied for and in some cases issued to others claiming technologies which are
closely related to ours. We cannot assure you that we will not be found to
infringe these patents, other patents or proprietary rights of third parties. As
a result, and in part due to the ambiguities and evolving nature of intellectual
property law in the area of functional genomics, high throughput screening and
pharmacogenomics, we may receive notices of potential infringement of patents
held by others. Although we have generally been successful in resolving these
types of claims, we may not be able to do so in the future.

In the event of an intellectual property dispute, we may become involved in
litigation or arbitration. Litigation could involve proceedings in court as well
as in the U.S. Patent and Trademark Office or the International Trade
Commission. Intellectual property litigation can be extremely expensive and may
divert

10
<PAGE> 14

management's time and resources away from our operations. Moreover, the outcome
of any such litigation is inherently uncertain. Even a successful outcome may
take years to achieve. Even if we achieve a successful result, the costs
associated with litigation, in terms of dollars spent and diversion of
management time and resources, could seriously harm our business.

If a third party claims an intellectual property right to technology we
use, we may be forced to discontinue an important product or product line, alter
our products and processes, pay license fees, pay damages for past infringement
or cease certain activities. Under these circumstances, we may attempt to obtain
a license to this intellectual property; however, we may not be able to do so on
commercially reasonable terms, or at all.

UNAUTHORIZED DISCLOSURE OF TRADE SECRETS COULD AID OUR COMPETITORS.

We attempt to protect our trade secrets by entering into confidentiality
agreements with employees, consultants and third parties. However, these
agreements can be breached and, if they are, there may not be an adequate remedy
available to us. Also, our trade secrets might become known to a third party
through means other than by breach of our confidentiality agreements, or they
could be independently developed by our competitors. If our trade secrets become
known, our business and competitive position could be adversely affected.

CHANGES IN DISTRIBUTION AND PURCHASING METHODS BY OUR CUSTOMERS MAY FORCE US TO
USE MORE EXPENSIVE MARKETING AND DISTRIBUTION CHANNELS.

A number of our customers have developed purchasing initiatives to reduce
the number of vendors they purchase from in order to lower their supply costs.
In some cases, these customers have established agreements with large
distributors, which include discounts and the distributors' direct involvement
with the purchasing process. These activities may force us to supply these large
distributors with our products at a discount to continue to reach our customers.
For similar reasons, many of our larger customers, including the government,
have requested and may in the future request special pricing arrangements,
including blanket purchase agreements and extended payment terms. These
agreements may limit our pricing flexibility, which could adversely impact our
business, financial condition and results of operations.

More recently, we have begun to sell our products through a third-party,
e-commerce Web site. Offering our products through this Web site generally
requires us to agree to offer discounts on the products sold through this Web
site to the third-party e-commerce provider. Consequently, margins on sales made
through this third-party Web site will generally be lower than those on sales
made through traditional channels. On the other hand, if we do not enter into
arrangements with third-party e-commerce providers, we may lose customers who
prefer to purchase products using these Web sites. Our business may be harmed as
a result of these Web sites or other sales methods which may be developed in the
future.

WE MAY NOT BE ABLE TO SUCCESSFULLY ADAPT OUR PRODUCTS FOR COMMERCIAL
APPLICATIONS.

We completed the development of and began selling our microarray
technology-related products for applications in the genetic aspects of drug
development and life sciences research in early 1999. We may not be able to
successfully adapt our products to the changing commercial requirements of these
fields. A number of potential applications of our technology in these fields
will require significant enhancements in our core technology, including further
miniaturization. In addition, we need to enhance our gene libraries. If we are
unable, for technological or other reasons, to complete the development,
introduction or scale-up of the manufacturing of any product, or if any product
does not achieve a significant level of market acceptance, our business,
financial condition and results of operations could be harmed.

11
<PAGE> 15

WE RELY ON RAW MATERIALS AND SPECIALIZED EQUIPMENT FOR OUR MANUFACTURING, WHICH
WE MAY NOT ALWAYS BE ABLE TO OBTAIN ON FAVORABLE TERMS.

Our manufacturing process relies on the continued availability of high
quality raw materials and specialized equipment. It is possible that a change in
vendors, or in the quality of the raw materials supplied to us, could have an
adverse impact on our manufacturing process and, ultimately, on the sale of our
finished products. We have from time to time experienced a disruption in the
quality or availability of key raw materials, which has created minor delays in
our ability to fill orders for specific products. This could occur again in the
future, resulting in significant delays, and could have a detrimental impact on
the sale of our products and our results of operations. In addition, we rely on
highly specialized manufacturing equipment, such as array spotters and plate
coaters, that if damaged or disabled could adversely affect our ability to
manufacture our products and therefore negatively impact our business.

ADVERSE DEVELOPMENTS AFFECTING OUR INTERNATIONAL OPERATIONS OR FOREIGN CURRENCY
FLUCTUATIONS COULD HARM OUR RESULTS FROM OPERATIONS.

International sales accounted for approximately 34% of our net sales in
1999. We expect that international sales will continue to account for a
significant percentage of our revenues for the foreseeable future, in part
because we intend to expand our international operations. There are a number of
risks arising from our international business, including:

- difficulties and costs associated with staffing and managing foreign
operations;

- unexpected changes in regulatory requirements;

- the difficulties of compliance with a wide variety of foreign laws and
regulations;

- more limited protection for intellectual property rights in some
countries;

- changes in our international distribution network and direct sales force;

- potential trade restrictions and exchange controls;

- import and export licensing requirements;

- longer accounts receivable collection cycles in certain foreign
countries; and

- potential increased costs associated with overlapping tax structures.

We also depend on third-party distributors for a material portion of our
international sales. If we lose or suffer any significant reduction in sales to
any material distributor, our business could be materially adversely affected.

A significant portion of our business is conducted in currencies other than
the U.S. dollar, which is our reporting currency. We recognize foreign currency
gains or losses arising from our operations in the period incurred. As a result,
currency fluctuations among the U.S. dollar and the currencies in which we do
business could adversely affect our results of operations. We cannot predict the
effects of exchange rate fluctuations upon our future operating results because
of the number of currencies involved, the variability of currency exposures and
the potential volatility of currency exchange rates. We engage in foreign
currency exchange hedging transactions to manage our foreign currency exposure,
but we cannot assure you that our strategies will adequately protect our
operating results from the effects of exchange rate fluctuations.

DISRUPTION OF OUR MANUFACTURING OR DISTRIBUTION INFRASTRUCTURE COULD ADVERSELY
IMPACT OUR ABILITY TO EFFECTIVELY OPERATE OUR BUSINESS.

We maintain facilities in Boston, Massachusetts; North Billerica,
Massachusetts; Montreal, Canada; Beltsville, Maryland, and Brussels, Belgium.
Damage to these facilities or other disruptions of our operations due to fire,
power loss, unauthorized entry or other events could cause an interruption in
the

12
<PAGE> 16

production and delivery of our products. A prolonged disruption during any given
period would have a material adverse impact on our results of operations for
that period.

A CHANGE IN THE REGULATORY ENVIRONMENT IN WHICH WE OPERATE COULD HARM OUR
BUSINESS.

Because of the nature of our operations and the use of hazardous substances
in our ongoing manufacturing and research and development activities, we are
subject to specific federal, state, and local laws, rules, regulations and
policies governing the use, generation, manufacturing, storage, air emission,
effluent discharge, handling and disposal of certain materials and wastes.
Although we believe that our procedures for handling and disposing of such
materials are safe and that we are in material compliance with all applicable
government and environmental laws, rules, regulations and policies, the risk of
accidental contamination or injury from these materials cannot be completely
eliminated. In addition, if we cannot find space in the future to dispose of the
waste generated in our processing and manufacturing of radioactive products, we
might be required to reduce our marketing of these products, which would have an
adverse impact on our business.

Many of our products are subject to control by the Nuclear Regulatory
Commission and the Massachusetts Department of Public Health. The Nuclear
Regulatory Commission and the Massachusetts Department of Public Health, have
issued licenses to our sites to permit possession, manufacture, research,
analysis, storage, distribution and export of certain products. Within the
European Community, we hold licenses to permit the import, possession and use of
such products. We are also subject to regulation by the Food and Drug
Administration, and equivalent agencies in other countries, with respect to
testing, safety, efficacy, marketing and labeling of our products sold for in
vitro diagnostic use and, in the case of our Yttrium-90 product, for use as a
cancer therapeutic. Although we believe that we are in material compliance with
all regulations applicable to our business, the failure to be in compliance with
such regulations presently or in the future, or any change to these regulations
in the future, could have an adverse affect on our financial condition and
results of operations.

Many of our customers are subject to similar regulations. The failure of
our customers to maintain compliance with the regulations applicable to their
businesses could negatively impact their ability to purchase our products, and
therefore could have a negative impact on our business. For example, the failure
of our customers to receive approval from the Food and Drug Administration to
use our Yttrium-90 product as a radiotherapeutic cancer treatment will
materially and adversely affect sales of that product.

Our business is also subject to governmental regulation relating to the
Internet. Although only a small portion of our current sales are made through
the Internet, we expect that Internet sales volume will increase in the next few
years. Because of the increasing use of the Internet as a communication and
commercial medium, the government has adopted, and may in the future adopt, laws
and regulations relating to liability for information retrieved from or
transmitted over the Internet, as well as on-line content regulation and
taxation. Moreover, it may take years to determine whether and how existing
laws, such as those governing intellectual property, privacy and the regulation
of the sale of specified goods and services, apply to the Internet. Any new
Internet related legislation or regulation, or any unanticipated application or
interpretation of existing laws to the Internet, may affect the growth in the
use of the Internet by us or our customers. This could in turn decrease the
demand for our products, increase our cost of doing business or otherwise have
an adverse effect on our business.

OUR ABILITY TO RAISE THE CAPITAL NECESSARY TO EXPAND OUR BUSINESS IS UNCERTAIN.

In the future, in order to expand our business through internal development
or acquisitions, we may need to raise additional funds through equity or debt
financings, research and development financings or collaborative relationships.
However, this additional funding may not be available or, if available, it may
not be available on economically reasonable terms. In addition, any additional
funding may result in dilution to existing stockholders. If adequate funds are
not available, we may be required to curtail our operations or obtain funds
through collaborative partners that may require us to release material rights to
our products.

13
<PAGE> 17

OUR OPERATING RESULTS MAY FLUCTUATE.

Our operating results may vary significantly from quarter to quarter and
from year to year as a result of a variety of factors. These factors include:

- level of demand for our products;

- changes in our customer and product mix;

- timing of acquisitions and investments in infrastructure;

- timing of our development and introduction of new products;

- competitive conditions;

- timing and extent of intellectual property litigation;

- exchange rate fluctuations; and

- general economic conditions.

We believe that quarterly comparisons of our financial results may not
necessarily be meaningful and should not be relied upon as an indication of
future performance. Additionally, if our operating results in one or more
quarters do not meet the expectations of securities analysts or others, the
price of our common stock could be materially adversely affected.

Our continued investments in product development and sales and marketing
are significant ongoing expenses. If revenue in a particular period falls short
of expectations, we may not be able to reduce significantly our expenditures for
that period, which would materially adversely affect our operating results for
that period.

In connection with a strategic relationship we entered into with
SciQuest.com, Inc., we obtained a warrant to purchase shares of its common
stock. In accordance with the Financial Accounting Standards Board Statement No.
133, Accounting for Derivative Instruments and Hedging Activities, this warrant
is carried on our balance sheet at fair market value, with changes in fair
market value recognized in our statement of operations. See Note 9 of Notes to
Consolidated Financial Statements. As a result, our results of operations could
fluctuate significantly as a result of changes in the market value of
SciQuest.com's common stock.

RISKS RELATED TO THIS OFFERING

WE HAVE BROAD DISCRETION OVER THE PROCEEDS WE WILL RECEIVE IN THIS OFFERING.

We will retain a significant amount of discretion over the application of
the net proceeds we will receive in this offering, as well as over the timing of
expenditures. A significant portion of the proceeds is allocated to repay all
outstanding obligations under our bank credit facility. The remaining portion of
the proceeds is allocated for working capital, capital expenditures, including
technology licenses and acquisitions, and other general corporate purposes, and
we have not determined how we will use these proceeds. The failure of our
management to use such funds effectively could adversely affect our business.

ANTI-TAKEOVER PROVISIONS COULD IMPAIR OUR STOCK PRICE.

A number of provisions of our certificate of incorporation, bylaws and
Delaware law could be used by our management to make it substantially more
difficult for a third party to acquire control of us. These provisions could
discourage potential takeover attempts, including transactions where
stockholders might otherwise receive a premium for their shares over then
current market prices. This could adversely affect the market price of our
common stock. See "Description of Capital Stock -- Certain Anti-Takeover Effects
of Provisions of our Certificate of Incorporation and Bylaws and of Delaware
Law."

14
<PAGE> 18

THE LIQUIDITY OF OUR COMMON STOCK IS UNCERTAIN SINCE IT HAS NOT BEEN PUBLICLY
TRADED.

There has not been a public market for our common stock. We cannot predict
the extent to which investor interest in our company will lead to the
development of an active, liquid trading market for our common stock. Active
trading markets generally result in lower price volatility and more efficient
execution of buy and sell orders for investors. The initial public offering
price for the shares will be determined by negotiations between us and the
representatives of the underwriters and may not be indicative of prices that
will prevail in the trading market after the offering.

VOLATILITY IN OUR STOCK PRICE COULD IMPAIR YOUR INVESTMENT.

The price of our common stock may fluctuate substantially due to a variety
of factors, including:

- quarterly fluctuations in our operating and earnings per share results;

- technological innovations or new product introductions by us or our
competitors;

- delays in development and introduction of new products;

- disputes concerning patents, licenses or other proprietary rights;

- changes in earnings estimates by equity and market research analysts;

- sales of common stock by existing holders;

- loss of key personnel; and

- securities class action or other litigation.

Any failure to meet analysts' expectations could have an adverse effect on
the market price for our common stock. In addition, the stock market is subject
to extreme price and volume fluctuations. This volatility has had a significant
effect on the market prices of securities issued by many companies for reasons
unrelated to the operating performance of these companies. In the past,
following periods of volatility in the market price of a company's securities,
securities class action litigation has often been instituted against that
company. If similar litigation were instituted against us, it could result in
substantial costs and a diversion of our management's attention and resources,
which could have an adverse effect on our business, financial condition and
results of operations.

FUTURE SALES OF CURRENTLY OUTSTANDING SHARES COULD ADVERSELY AFFECT OUR STOCK
PRICE.

The market price of our common stock could decline as a result of sales of
a large number of shares in the market after this offering or in response to the
perception that such sales could occur. Upon completion of this offering, we
will have shares of common stock outstanding. Of these shares, the
shares sold in this offering will be freely tradable. All of the
remaining shares may be sold in accordance with Rule 144 and Rule 701
of the Securities Act. Following this offering, shares will be subject
to 180-day lock-up agreements. After expiration of the lock-up period, all of
these shares will be eligible for immediate sale, in most instances subject to
the limitations of Rule 144. However, Credit Suisse First Boston Corporation,
may, in its sole discretion, release all or any portion of the common stock from
the restrictions of the lock-up agreements. In addition, holders of
shares will have the right to request that we register their shares for sale in
the public market. See "Shares Eligible for Future Sale."

OUR PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWN A SIGNIFICANT PERCENTAGE OF OUR
CAPITAL STOCK AND WILL BE ABLE TO EXERCISE SIGNIFICANT INFLUENCE OVER OUR
BUSINESS.

After the completion of this offering, our executive officers, directors,
key employees and principal stockholders will continue to beneficially own
% of our outstanding common stock, based upon the beneficial ownership of
our common stock as of March 31, 2000. In addition, some of these persons also

15
<PAGE> 19

hold options to acquire additional shares of our common stock, which may
increase their percentage ownership of the common stock further in the future.
Accordingly, these stockholders:

- will be able to significantly influence the composition of our board of
directors;

- will significantly influence all matters requiring stockholders approval,
including change of control transactions; and

- will continue to have significant influence over our business.

This concentration of ownership of our common stock could have the effect
of delaying or preventing a change of control of us or otherwise discouraging a
potential acquirer from attempting to obtain control of us. This in turn could
have a negative effect on the market price of our common stock. It could also
prevent our stockholders from realizing a premium over the market prices for
their shares of common stock.

ABSENCE OF DIVIDENDS COULD REDUCE OUR ATTRACTIVENESS TO INVESTORS.

Some investors favor companies that pay dividends, particularly in market
downturns. We currently intend to retain any earnings to fund future growth and,
therefore, we do not currently anticipate paying cash dividends on our common
stock in the foreseeable future. See "Dividend Policy."

YOU WILL EXPERIENCE IMMEDIATE DILUTION IN THE NET TANGIBLE BOOK VALUE OF THE
COMMON STOCK YOU PURCHASE.

Purchasers of our common stock will incur immediate dilution of $ per
share in the net tangible book value of our common stock from the assumed
initial public offering price of $ per share. Additional dilution will occur
upon the exercise of options and warrants.

16
<PAGE> 20

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of
the federal securities laws that relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as "may," "will, "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "intends," "potential" or "continue." These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks outlined under "Risk
Factors," that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements implied by these forward-looking
statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We are under no duty to update any of the
forward-looking statements after the date of this prospectus or to conform these
statements to actual results.

USE OF PROCEEDS

We expect to receive net proceeds of approximately $ million from the
sale of the shares of common stock by NEN Life Sciences in this
offering, at an assumed initial public offering price of $ per share, after
deducting the underwriting discounts and commissions and estimated offering
expenses.

We intend to use approximately $ million (as of March 31, 2000) of the
net proceeds from this offering to repay all outstanding obligations under our
bank credit facility. Borrowings under our bank credit facility bore interest at
rates ranging from 8.94% to 9.75% as of December 31, 1999, have varying
maturities through 2005, in the case of term borrowings, and mature in 2002, in
the case of revolving credit borrowings. The remaining net proceeds from this
offering will be used for working capital, capital expenditures, including
technology licenses and acquisitions, and other general corporate purposes.
Pending use of the net proceeds of this offering, we intend to invest the net
proceeds in short-term interest-bearing, investment-grade securities.

A portion of the net proceeds may be used to acquire or invest in
complementary businesses or products or to obtain the right to use complementary
technologies. From time to time, in the ordinary course of business, we may
evaluate potential acquisitions of these businesses, products or technologies.
We have no current plans, agreements or commitments, and are not currently
engaged in any negotiations regarding any such transaction.

DIVIDEND POLICY

In April 2000, we distributed to our stockholders all of our ownership
interests in a subsidiary that holds an investment in Orchid BioSciences, Inc.
However, we have never declared or paid any other dividends on our capital
stock, and do not anticipate doing so in the foreseeable future, as we currently
expect to retain future earnings, if any, to support the development of our
business.

17
<PAGE> 21

CAPITALIZATION

The following table sets forth:

- our actual capitalization at December 31, 1999; and

- our capitalization as adjusted to give effect to the sale of
shares of common stock by NEN Life Sciences in this offering at an
assumed initial public offering price of $ per share, after deducting
underwriting discounts and commissions and estimated offering expenses.

You should read this table in conjunction with our consolidated financial
statements, including the related notes, and the section "Selected Financial
Data," included elsewhere in this prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1999
----------------------
ACTUAL AS ADJUSTED
------- -----------
(IN THOUSANDS)
<S> <C> <C>
Current portion of long-term debt........................... $ 3,402 $ --
======= ======
Long-term debt, net of current portion...................... $41,647 $ --
Stockholders' equity:
Common stock, $.01 par value, shares authorized,
16,035,000 shares outstanding on an actual basis,
shares outstanding on an as adjusted basis... 161
Additional paid-in capital................................ 16,333
Retained earnings......................................... 9,039 9,039
Treasury stock (80,000 shares)............................ (80) (80)
Accumulated other comprehensive loss...................... (335) (335)
------- ------
Total stockholders' equity........................ 25,118
------- ------
Total capitalization.............................. $66,765 $
======= ======
</TABLE>

Common stock on an actual and as adjusted basis does not include:

- 81,183 shares subject to outstanding warrants as of March 31, 2000;

- 2,344,947 shares subject to outstanding stock options as of March 31,
2000; and

- 355,053 shares available for future grant or issuance under our stock
option plans as of March 31, 2000.

18
<PAGE> 22

DILUTION

If you invest in our common stock in this offering, your interest will be
diluted to the extent of the difference between the public offering price per
share of our common stock and the adjusted net tangible book value per share of
our common stock after this offering.

Our net tangible book value as of December 31, 1999 was $10.6 million, or
$0.66 per share of common stock. Net tangible book value per share represents
our total tangible assets less total liabilities, divided by the 16,066,111
shares of common stock outstanding before the offering. After giving effect to
this offering at an assumed initial public offering price of $ per share,
and after deducting underwriting discounts and commissions and estimated
offering expenses, our as adjusted net tangible book value at December 31, 1999
would have been $ , or $ per share of common stock. This represents
an immediate increase in net tangible book value of $ per share to existing
stockholders and an immediate dilution in net tangible book value of $ per
share to new investors purchasing shares at the assumed initial public offering
price. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $
Net tangible book value per share as of December 31,
1999................................................... $0.66
Increase per share attributable to new investors..........
-----
As adjusted net tangible book value per share after the
offering..................................................
-----
Dilution per share to new investors.........................
=====
</TABLE>

The following table summarizes, on an adjusted basis as of December 31,
1999, the difference between our existing stockholders and new investors with
respect to the number of shares of common stock purchased from us, the total
consideration paid and the average price per share paid, assuming an initial
public offering price of $ per share, before deducting the underwriting
discounts and estimated offering expenses payable by us:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
---------------------- ---------------------- AVERAGE
NUMBER PERCENTAGE AMOUNT PERCENTAGE PRICE PER SHARE
-------- ---------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Existing stockholders............ % $ % $
New investors....................
-------- ----- -------- -----
Total.................. 100.0% $ 100.0%
======== ===== ======== =====
</TABLE>

The foregoing table assumes no exercise of outstanding stock options. To
the extent outstanding stock options are exercised, there will be further
dilution to new investors.

19
<PAGE> 23

SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following selected financial data for the period July 1, 1997 through
December 31, 1997, and as of and for the years ended December 31, 1998 and 1999,
have been derived from our consolidated financial statements, which have been
audited by Ernst & Young LLP, independent auditors, whose report thereon is
included elsewhere in this prospectus. The selected financial data for the
period January 1, 1997 through June 30, 1997 have been derived from the combined
financial statements of the NEN Life Science Products business of E.I. du Pont
de Nemours and Company, which have been audited by PricewaterhouseCoopers LLP,
whose report thereon is included elsewhere in this prospectus. The selected
financial data as of December 31, 1997 have been derived from our consolidated
balance sheet as of such date audited by Ernst & Young LLP, which is not
included in this prospectus. The selected financial data as of and for the years
ended December 31, 1995 and 1996, have been derived from the audited combined
financial statements of the NEN Life Science Products business of E.I. du Pont
de Nemours and Company, which financial statements are not included in this
prospectus. This data should be read together with our consolidated financial
statements, including the related notes, and the section "Management's
Discussion and Analysis of Financial Position and Results of Operations,"
included elsewhere in this prospectus.

<TABLE>
<CAPTION>
NEN LIFE SCIENCE PRODUCTS
BUSINESS OF DUPONT(1) NEN LIFE SCIENCES, INC.
-------------------------------------- --------------------------------------
PERIOD PERIOD
JANUARY 1, JULY 1, 1997
YEAR ENDED DECEMBER 31, 1997 THROUGH THROUGH YEAR ENDED DECEMBER 31,
----------------------- JUNE 30, DECEMBER 31, -----------------------
1995 1996 1997 1997 1998 1999
---------- --------- ------------ ------------ --------- ----------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales.................... $101,600 $95,100 $46,800 $45,415 $94,784 $103,854
Cost of sales................ 42,400 38,300 19,100 21,616 41,148 44,808
-------- ------- ------- ------- ------- --------
Gross profit................. 59,200 56,800 27,700 23,799 53,636 59,046
Selling, general and
administrative expenses.... 35,500 29,500 16,000 15,877 36,704 36,476
Research and development..... 8,300 7,600 3,900 3,482 8,740 9,422
Purchased in-process research
and development............ -- -- -- 10,000 1,200 --
-------- ------- ------- ------- ------- --------
Operating profit (loss)...... 15,400 19,700 7,800 (5,560) 6,992 13,148
Gain on termination of
pension and retiree
healthcare plans........... -- -- -- -- -- (11,014)
Unrealized gain on warrant... -- -- -- -- -- (10,079)
Interest expense, net........ 2,600 2,200 900 3,163 4,882 4,827
Other expenses, net.......... 4,300 2,900 100 1,070 1,132 1,617
-------- ------- ------- ------- ------- --------
Pre-tax income (loss)........ 8,500 14,600 6,800 (9,793) 978 27,797
Income tax expense
(benefit).................. 3,900 6,800 2,500 (1,124) 80 10,828
-------- ------- ------- ------- ------- --------
Net income (loss)............ $ 4,600 $ 7,800 $ 4,300 $(8,669) $ 898 $ 16,969
======== ======= ======= ======= ======= ========
Net income (loss) per share:
Basic...................... -- -- -- $ (0.57) $ 0.06 $ 1.06
Diluted.................... -- -- -- $ (0.57) $ 0.06 $ 1.02
Weighted average shares used
in per share calculations:
Basic...................... -- -- -- 15,280 15,979 15,961
Diluted.................... -- -- -- 15,280 15,993 16,586
</TABLE>

20
<PAGE> 24

<TABLE>
<CAPTION>
NEN LIFE SCIENCE
PRODUCTS BUSINESS OF
DUPONT(1) NEN LIFE SCIENCES, INC.
-------------------- -----------------------------
DECEMBER 31, DECEMBER 31,
-------------------- -----------------------------
1995 1996 1997 1998 1999
-------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Current assets........................... $23,000 $21,900 $39,400 $31,934 $33,555
Total assets............................. 57,500 59,100 87,996 89,615 99,442
Current liabilities...................... -- -- 12,488 17,608 26,317
Long-term obligations, net of current
portion................................ -- -- 68,347 63,521 48,007
Total divisional/stockholders' equity.... 57,500 59,100 7,161 8,486 25,118
</TABLE>

- ---------------
(1) Prior to July 1, 1997, the NEN Life Science Products business was operated
as part of DuPont's Medical Products Division, and not as a stand-alone
company. As a result, we do not believe that the results of operations of
the NEN business for periods subsequent to July 1, 1997 are comparable to
results of operations for periods prior to that time, or that the results of
operations for periods prior to July 1, 1997 are indicative of results that
may be anticipated in the future.

21
<PAGE> 25

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with
our consolidated financial statements, including the related notes, appearing
elsewhere in this prospectus. The following discussion and analysis includes a
number of forward-looking statements that reflect our current views with respect
to future events and financial performance. We use words such as "anticipate,"
"believe," "expect," "future" and "intend" and similar expressions to identify
forward-looking statements. You should not place undue reliance on these
forward-looking statements, which apply only as of the date of this prospectus.
These forward-looking statements are subject to risks and uncertainties that
could cause our actual results to differ materially from those set forth in
these forward-looking statements, including those set forth in the section
entitled "Risk Factors" beginning on page 7.

OVERVIEW

NEN Life Sciences is a leading global provider of value-added research
products, proprietary technologies and services for the life science industry.
We develop, manufacture and market consumable research products that enable
scientists to conduct many of the most fundamental and widely performed
experiments in the key areas of functional genomics, high throughput screening
and pharmacogenomics. We believe that our extensive patent portfolio,
established manufacturing, sales, marketing and distribution infrastructure, and
globally recognized brand uniquely position us to participate in and facilitate
the growth of these markets.

We acquired the assets of the NEN Life Science Products business from E.I.
du Pont de Nemours and Company in 1997. Prior to that time, the business had
been operated as part of DuPont's $2 billion Medical Products Division. In 1995,
DuPont announced its intention to divest its businesses in this division after
determining to focus on its core businesses. As a result of this planned
divestiture, from 1995 until our acquisition of the business in July 1997, the
NEN business was operated principally to generate earnings, with limited
investment in research, marketing or infrastructure. Moreover, proprietary
technologies and products developed during this period were inadequately
commercialized. Since we acquired the assets of the NEN business in 1997, we
have invested heavily in sales, marketing and administrative infrastructure,
established a business development function, and significantly increased
research and development spending.

Since the acquisition, we have focused our efforts on developing and
introducing innovative, non-radioactive research products targeted to the
biomolecular genomics market, while leveraging the strength and brand
recognition of our acquired radioactive products business. Although our
radioactive products business has continued to generate a majority of our net
sales, sales of our fluorescent and other non-radioactive products and
technologies are driving our sales growth.

The following table sets forth our combined results of operations for the
periods January 1, 1997 to June 30, 1997 and July 1, 1997 to December 31, 1997.
Because the NEN business was operated as part of DuPont's Medical Products
Division, however, and not as a stand-alone business, prior to July 1, 1997, we
do not believe that the results of operations of the NEN business for periods
subsequent to July 1, 1997 are comparable to results of operations for periods
prior to that time, or that the results of operations for periods prior to July
1, 1997 are indicative of results that may be anticipated in the future.

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<PAGE> 26

<TABLE>
<CAPTION>
PERIOD JANUARY 1, PERIOD JULY 1, 1997 COMBINED
1997 THROUGH THROUGH TWELVE MONTHS ENDED
JUNE 30, 1997 DECEMBER 31, 1997 DECEMBER 31, 1997
----------------- ------------------- -------------------
(IN THOUSANDS)
<S> <C> <C> <C>
Net sales............................. $46,800 $45,415 $92,215
Cost of sales......................... 19,100 21,616 40,716
------- ------- -------
Gross profit.......................... 27,700 23,799 51,499
Selling, general and administrative
expenses............................ 16,000 15,877 31,877
Research and development.............. 3,900 3,482 7,382
Purchased in-process research and
development......................... -- 10,000 10,000
------- ------- -------
Operating profit (loss)............... 7,800 (5,560) 2,240
Interest expense, net................. 900 3,163 4,063
Other expenses, net................... 100 1,070 1,170
------- ------- -------
Pre-tax income (loss)................. 6,800 (9,793) (2,993)
Income tax expense (benefit).......... 2,500 (1,124) 1,376
------- ------- -------
Net income (loss)..................... $ 4,300 $(8,669) $(4,369)
======= ======= =======
</TABLE>

On October 31, 1998, we acquired all of the outstanding stock of Advanced
Bioconcept (1994) Ltd. for $4.0 million in cash, a warrant to acquire NEN common
stock (valued at $300,000) and contingent consideration of up to $9.0 million
(of which $1.5 million was earned through December 31, 1999) based on certain
performance and development standards. Advanced Bioconcept designs, manufactures
and markets functionally active fluorescent-labeled peptides under a number of
patents and patents pending for labeling and detection in research applications
and complements our existing functional genomic and high throughput screening
product offerings.

RECENT DEVELOPMENTS

On February 29, 2000, we acquired all of the outstanding stock of Receptor
Biology Inc. for $8.5 million in cash and a $3.5 million promissory note.
Receptor Biology specializes in cloning and expressing G-protein coupled
receptors under various patent and technology licenses and developing drug
screening assays targeting these receptors. Receptor Biology's products, which
are complementary to our high throughput screening offerings, are in the process
of being transitioned into our sales and distribution network.

In addition, we have recently entered into the following agreements to
provide products, services and technology:

- In February 2000, we entered into a co-development, marketing and supply
agreement with Orchid BioSciences, Inc., under which we gained broader
access to the pharmacogenomics market. We will supply our patented
fluorescent labeled AcycloTerminators to be used with Orchid's patented
Genetic Bit Analysis SNP identification technology.

- In March 2000, we entered into an agreement with Motorola, Inc. to supply
our patented fluorescent labeled AcycloTerminators for distribution in
Motorola's array-based genotyping products.

We have also recently entered into license agreements to acquire the
following technologies:

- In January 2000, we acquired an exclusive license from Kreatech
Diagnostics B.V. for its patented Universal Labeling System, or ULS,
technology, a non-enzymatic, direct nucleic acid labeling technology for
use in the field of microarrays.

- In March 2000, we acquired a license from Affymetrix, Inc. which allows
us to operate freely under the Affymetrix array patents. The license
gives us the right to manufacture and market our
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<PAGE> 27

MICROMAX product line, as well as the right to manufacture labeling and
detection systems for other array manufacturers, including Affymetrix.

- In April 2000, we acquired an exclusive worldwide license for research
and diagnostic applications of Washington University's homogeneous,
fluorescent, microplate-based genotyping method. This technology
complements our labeled nucleotides and AcycloTerminators.

RESULTS OF OPERATIONS

Year ended December 31, 1999 compared to Year ended December 31, 1998

Net Sales. Net sales increased by $9.1 million, or 9.6%, to $103.9 million
for the year ended December 31, 1999 from $94.8 million for the year ended
December 31, 1998. By geographic area, sales increased 11.2% in the United
States, 8.5% in Europe (12.0% before giving effect to the impact of foreign
exchange), and 8.3% in Japan (net sales in Japan decreased by 4.5% before giving
effect to the impact of foreign exchange). Partially offsetting these sales
increases, net sales in the rest of the world declined by 2.0%. By product
group, functional genomics and pharmacogenomics sales increased by 16.5% due
primarily to the ramp up in sales of the newly introduced Kodak Image Station
(which accounted for 57.0% of the growth in functional genomics and
pharmacogenomics sales) and MICROMAX microarray platform, and due to a 75.3%
increase in sales of non-radioactive reagent systems; high throughput screening
sales increased by 9.2% due primarily to a 51.6% increase in FlashPlate sales
and the inclusion for the full year in 1999 of sales of Fluo-peptides by
Advanced Bioconcept, which we acquired in the fourth quarter of 1998; and sales
outside of the biomolecular genomics market were flat, as an increase in sales
of Yttrium-90 was offset by a decline in sales of other products in this
category.

Gross Profit. Gross profit increased by $5.4 million, or 10.1%, to $59.0
million for the year ended December 31, 1999 from $53.6 million for the year
ended December 31, 1998. As a percentage of net sales, gross profit margin
increased to 56.9% in 1999 from 56.6% in 1998. The improvement in gross profit
margin was primarily due to higher production volumes in 1999 over which fixed
manufacturing costs were spread, and lower manufacturing variances in 1999 as
compared to 1998, offset in part by a $1.3 million increase in fees and royalty
payments and a change in sales mix from manufactured to purchased products,
which carry a lower gross profit margin.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $36.5 million for the year ended December 31, 1999
and $36.7 million for the year ended December 31, 1998. As a percentage of net
sales, SG&A expenses decreased to 35.1% in 1999 from 38.7% in 1998. SG&A
expenses for 1999 included higher incentive compensation costs compared to 1998
as a result of improved financial performance and $0.9 million of costs related
to personnel changes. SG&A expenses for 1998 included transitional service fees
paid to DuPont for information technology and other services and $3.7 million of
expenses relating to the implementation of a new management information system.
We expect to continue to increase our SG&A spending in the future to support the
growth of the business, but expect that SG&A expense will continue to decrease
as a percentage of net sales.

Research and Development. Research and development costs increased $0.7
million, or 7.8%, to $9.4 million, or 9.1% of net sales, for the year ended
December 31, 1999 from $8.7 million, or 9.2% of net sales, for the year ended
December 31, 1998. The increase in research and development spending resulted
from our increased focus on new product development. We intend to continue our
focus on new product development by increasing research and development
spending, but expect that research and development costs as a percentage of net
sales will continue to decrease as a result of increasing sales.

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<PAGE> 28

Operating Profit. As a result of the foregoing factors, operating profit
increased $6.2 million, or 88.0%, to $13.1 million, or 12.7% of net sales, for
the year ended December 31, 1999 from $7.0 million, or 7.4% of net sales, for
the year ended December 31, 1998.

Interest Expense. Net interest expense was approximately $4.8 and $4.9
million for the years ended December 31, 1999 and 1998, respectively, as higher
interest rates in 1999 were offset by lower outstanding borrowings.

Other Income. During 1999, we terminated our noncontributory defined
benefit plan and retiree healthcare plan which covered substantially all U.S.
employees. As a result, we recorded a gain of $11.0 million, which consisted of
a gain on curtailment of $16.2 million, offset in part by a settlement loss of
$5.0 million and expenses related to the termination. The assets in the pension
plan, which are currently invested in bonds with a similar duration and maturity
as the remaining pension obligation, will be distributed to participants in the
plan during 2000 in complete satisfaction of our remaining U.S. pension
obligation.

In October 1999, we entered into a strategic relationship with
SciQuest.com, Inc., an e-commerce provider for scientific and laboratory
products. As part of the agreement, we received a warrant to purchase 350,083
shares of SciQuest.com common stock at a purchase price of $0.01 per share. See
Note 9 of Notes to Consolidated Financial Statements. The warrant was recorded
at an initial value of $4.4 million (based on the initial offering price of the
underlying stock, discounted for termination risk) and will be recognized in
earnings over the five-year term of the contract on a straight-line basis. The
value of the warrant is adjusted to market value each month (based on the
closing price of the underlying stock, discounted for termination risk). An
unrealized gain of $10.1 million was recognized for the year ended December 31,
1999 as a result of the adjustment to market value.

Income Taxes. The tax rate for 1999 was 39.0% reflecting the benefit of
research and development tax credits and our foreign sales corporation. The 1998
tax rate was 8.2% due to the benefit of the research and development tax credit
and foreign sales corporation being applied to lower taxable income.

Year ended December 31, 1998 compared to combined twelve months ended December
31, 1997

The following comparison is between the results of operation of NEN Life
Sciences for the year ended December 31, 1998 and our combined results of
operations for the twelve months ended December 31, 1997. The combined results
of operations for the twelve months ended December 31, 1997 have been derived by
combining the results of operations of the NEN Life Science Products business of
DuPont for the period January 1, 1997 through June 30, 1997, with the results of
operations of NEN Life Sciences for the period July 1, 1997 through December 31,
1997. The combined results of operations for the twelve months ended December
31, 1997 are not necessarily indicative of what the results of operations of NEN
Life Sciences would have been had our acquisition of the assets of the NEN Life
Science Products business actually occurred at the beginning of such period, or
the results of operations that may be anticipated for any subsequent or future
period.

Net Sales. Net sales increased $2.6 million, or 2.8%, to $94.8 million for
the year ended December 31, 1998 from $92.2 million for the combined twelve
months ended December 31, 1997. By geographic area, sales increased 3.5% in the
United States and 5.2% in Europe (6.6% before giving effect to foreign
exchange); sales in Japan and Korea decreased by 13.0% (5.1% before giving
effect to foreign exchange); and sales in the rest of the world increased 9.3%.
By product group, functional genomics and pharmacogenomics sales increased 3.1%,
primarily due to a 33.5% increase in sales of non-radioactive reagent systems,
the introduction of the Kodak Image Station (which accounted for 48.4% of the
increase in functional genomics and pharmacogenomics sales), and a 11.1% growth
in purchased products such as film. These increases were partially offset by a
3.5% decrease in radioactive reagent sales. High throughput screening sales
increased 10.1% due primarily to a 58.8% increase in FlashPlate sales and a
31.7% increase in cloned receptor sales. Sales outside of the biomolecular
genomics market decreased by 4.4%.

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<PAGE> 29

Gross Profit. Gross profit increased by $2.1 million, or 4.1%, to $53.6
million, or 56.6% of net sales, for the year ended December 31, 1998 from $51.5
million, or 55.8% of net sales, for the combined twelve months ended December
31, 1997. Gross profit for 1998 was negatively impacted by a change in sales mix
from manufactured to purchased products, which carry a lower gross profit
margin, foreign exchange, and manufacturing variances resulting from disruptions
caused by the implementation of a new computer system. Gross profit for the
combined twelve months ended December 31, 1997 was negatively impacted by a $3.3
million increase in cost of goods sold resulting from the write up of inventory
to fair market value in connection with the acquisition of the NEN Life Science
Products business.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $36.7 million, or 38.7% of net sales, for the year
ended December 31, 1998, compared to $31.9 million, or 34.6% of net sales, for
the combined twelve months ended December 31, 1997. During 1998, we developed
our business organization, including the implementation of a new management
information system, which contributed $3.7 million to SG&A expenses in 1998, and
the hiring of additional sales, marketing, business development and
administrative staff. Also included in SG&A expenses in the combined twelve
months ended December 31, 1997 and 1998 were transitional service fees paid to
DuPont for information technology and other services. SG&A expenses for the
combined twelve months ended December 31, 1997 also included $4.5 million of
general corporate expenses allocated to the NEN Life Science Products business
by DuPont.

Research and Development. Research and development costs were $8.7
million, or 9.2% of net sales, for the year ended December 31, 1998, and $7.4
million, or 8.0% of net sales, for the combined twelve months ended December 31,
1997, reflecting our increased focus on new product development.

Purchased In-Process Research and Development. Our results of operations
for the year ended December 31, 1998 included a charge of $1.2 million for
purchased in-process research and development, in accordance with Financial
Accounting Standard Board Interpretation No. 4, resulting from our acquisition
of Advanced Bioconcept. See Note 11 of Notes to Consolidated Financial
Statements. Our results of operations for the combined twelve months ended
December 31, 1997 included a charge of $10.0 million for purchased in-process
research and development resulting from our acquisition of the assets of the NEN
Life Science Products business. See Note 12 of Notes to Consolidated Financial
Statements.

Operating Profit. As a result of the foregoing factors, we reported an
operating profit of $7.0 million for the year ended December 31, 1998, compared
to $2.2 million for the combined twelve months ended December 31, 1997.

Interest Expense. Net interest expense was $4.9 million for the year ended
December 31, 1998 and $4.1 million for the combined twelve months ended December
31, 1997. Borrowing costs were lower in 1998 than in 1997, and we reduced our
outstanding borrowings by $10 million in 1998 and in 1997. In 1997, DuPont
allocated minimal interest expense to the business.

Income Taxes. The income tax rate in 1998 was 8.2% due to research and
development tax credits. The income tax rate for the combined twelve months
ended December 31, 1997 reflected a rate of 36.8% for the period January 1, 1997
through June 30, 1997, as determined by DuPont, and a benefit rate of 11.5% for
the period July 1, 1997 through December 31, 1997 due to the non-deductibility
of the in-process research and development charge.

LIQUIDITY AND CAPITAL RESOURCES

Our principal liquidity needs since our acquisition of the assets of the
NEN Life Science Products business in 1997 have been for working capital, for
capital expenditures, including licenses and acquisitions, and to service our
outstanding indebtedness. We have satisfied these liquidity requirements with
cash flows from operations and borrowings under our bank credit facility.

Cash flows provided by operating activities were $15.1 million for the year
ended December 31, 1999 compared to $10.9 million for the year ended December
31, 1998. The increase in cash flows from

26
<PAGE> 30

operating activities between 1998 and 1999 reflects an increase in tax
liabilities due to the increase in income between years and an increase in
accrued compensation.

The cash flow from operating activity in the period July 1, 1997 through
December 31, 1997 benefited from an accounts payable increase as no accounts
payable were assumed in the acquisition of the assets of the NEN business.

Cash flows required for investing activities, including capital
expenditures, were $7.6 million for 1999 as compared to $7.7 million in 1998.
Cash flows from investing activities in 1998 included a $6.6 million payment
from DuPont for the settlement recorded in 1997 of the purchase price related to
our acquisition of the assets of the NEN Life Science Products business,
partially offsetting an unusually high level of capital expenditures related to
the purchase and development of a new computer system and the acquisition of
Advanced Bioconcept. Investing activities in 1999 included $3.0 million in
acquisitions of investments and intangibles (as compared to $0.5 million in
1998) and $1.3 million in contingent payments to the selling shareholders of
Advanced Bioconcept.

There were no material capital expenditure commitments outstanding as of
December 31, 1999. We expect to invest in capital projects, property, plant and
equipment and license agreements at a rate equal to or greater than depreciation
and amortization in order to maintain and improve our competitive position. We
also expect to enter into licensing and technology transfer agreements as
opportunities arise to support our sales growth.

Cash flows used for financing activities were $8.2 million in 1999 and $7.0
million in 1998, principally to repay debt. Our overall level of long-term debt
decreased $8.1 million during 1999 to $45.0 million at December 31, 1999. As of
December 31, 1999, we had approximately $20.0 million available under our line
of credit. Approximately $11.0 million of the availability under the line of
credit was used to finance the acquisition of Receptor Biology in February 2000.
We intend to utilize a portion of the net proceeds of this offering to repay all
outstanding amounts under our bank credit facility.

The effect of foreign currency translation may result in amounts being
shown for cash flows in the Consolidated Statements of Cash Flows that are
different from the changes reflected in the respective balance sheet captions.

Following this offering, our primary liquidity requirements will be for
working capital and capital expenditures, including licenses and acquisitions.
We believe that cash flows provided by operating activities, together with
available cash, will be sufficient to meet these requirements through at least
2001. We also believe that any additional cash requirements resulting from
unanticipated licensing or acquisition opportunities can be satisfied by
establishing a new bank facility. Based on our current financial condition, we
believe that we will be able to enter into a new bank facility on acceptable
terms.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our earnings and cash flow are subject to fluctuations due to changes in
foreign currency exchange rates. We manage this exposure by entering into
foreign exchange forward sales contracts. The contracts are entered into to
hedge anticipated cash flows and have been less than 18 months in duration.

We conduct business transactions with our Belgium subsidiary (which is a
master distributor to our other European subsidiaries) in U.S. dollars. The
Belgium subsidiary sells to the other European sales subsidiaries in the local
currency of the respective subsidiary. The functional currency for the European
subsidiaries is the U.S. dollar. The translation from the local currency to the
U.S. dollar is calculated for balance sheet accounts using the exchange rate in
effect at the balance sheet date, except for inventories and property, plant and
equipment, which are translated at historical rates, and for statement of
operations purposes using the average exchange rate during the applicable
period. The effects of translation gains and losses are recorded as foreign
currency gain or loss on our statement of operations.

We also conduct business in customers' local currencies. Revenue from
transactions are recorded at the exchange rate on the date of the transactions,
and the related receivable is translated into U.S. dollars

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<PAGE> 31

at the month-end exchange rate until collected. The effects of translation gains
and losses are recorded as foreign currency gain or loss on our statement of
operations. Considering the anticipated sales for the next quarter and the
foreign currency derivative instruments in place at year end, a hypothetical 10%
strengthening of the U.S. dollar against all other currencies would have an
expected negative impact on first quarter 2000 earnings or cash flow of
$700,000.

Our exposure to market risk in our cash equivalents is limited as we invest
in money market funds that have immediate availability and normally trade at
par. Due to the short-term nature of these investments, we believe we have no
material exposure to market risk on these investments. Interest expense is
sensitive to changes in the general level of U.S. interest rates since our
long-term debt and available line of credit require interest payments to be
calculated at variable rates. A 1% increase in interest rates related to the
Company's floating rate borrowings, assuming the amount borrowed remains at the
December 31, 1999 level, would result in an annual increase in our then current
interest expense of approximately $450,000.

As part of a strategic relationship agreement with SciQuest.com, Inc., we
received a warrant to purchase 350,083 shares of SciQuest.com common stock over
a five-year period. The value of the warrant is derived from the market value of
the underlying stock, discounted for termination risk. A 1% change in the market
value of SciQuest.com common stock, assuming a constant discount factor, from
the December 31, 1999 value will result in a corresponding change in the value
of the warrant by $144,380.

INFLATION

We do not believe inflation has had a material impact on our business or
operating results during the periods presented.

IMPACT OF YEAR 2000

We experienced no significant disruptions in information technology and
non-information technology systems and believe those systems successfully
responded to the Year 2000 date change. During 1997 and 1998, we implemented a
business-wide information system, including hardware and software for a total
cost of $12 million, $7.5 million of which was capitalized. As a result, 1999
did not have significant expenditures in connection with addressing Year 2000
issues. We are not aware of any material problems resulting from Year 2000
issues, either with our products, our internal systems, or the products and
services of third parties. We will continue to monitor our computer applications
and those of our suppliers and vendors throughout the year 2000 to ensure that
any latent Year 2000 matters that may arise are addressed promptly.

EURO CONVERSION

On January 1, 1999, 11 members of the European Union established a fixed
rate between their existing sovereign currencies and the Euro. The sovereign
currencies are scheduled to remain legal tender in the participating countries
between January 1, 1999 and July 1, 2002. Beginning January 1, 2002, the Euro
currency will be introduced and the sovereign currencies withdrawn from
circulation six months later. We believe that the Euro conversion issue will not
pose significant operational problems to our normal business activities, and we
do not expect costs associated with the Euro conversion project to have a
material effect on our results of operations or financial position.

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BUSINESS

OVERVIEW

BACKGROUND

Life science research is conducted by biotechnology and pharmaceutical
companies, as well as academic and government laboratories. Over the past two
decades, life science research has experienced substantial advances,
particularly in the field of molecular biology. Molecular biologists have
greatly furthered our understanding of deoxyribonucleic acid, or DNA, the
genetic material of all living things. DNA is composed of four different
chemical subunits, called nucleotide bases, that are linked together in a
precise sequence. Encoded within this DNA sequence are distinct sets of
instructions or genes. A gene is a specific segment of DNA that contains the
instructions that are used to produce a particular protein; in scientific
terminology, a gene is said to express its protein. The entire DNA content of an
organism is called its genome. Genomics refers to the study of an organism's
genome.

Proteins have various roles in the cell, such as structural building
blocks, enzymes that catalyze reactions, and receptors that sense the
environment. Basic cellular function is largely carried out by the activity of
proteins. Proteins and their interactions are responsible for all of the
biochemical and physical properties of a cell, as well as the variations among
different cell types.

In recent years, vast amounts of new DNA sequence data have been generated
by the Human Genome Project and privately funded genomics initiatives. This
massive outflow of genomic data has coincided with the realization of the
fundamental role of genes in the origin of disease. It is now recognized that
many diseases are caused by genetic defects, improper regulation of
disease-related genes, or the disruption of protein interactions.

Functional Genomics, High Throughput Screening, and Pharmacogenomics

As the sequencing of the human genome nears completion, the primary focus
of life science research has now shifted from the determination of DNA sequence
to the identification of specific genes and the discovery of their function. A
principal objective of this research is to determine the mechanisms by which
genes and their associated proteins function in the origins of disease. This
study of genes and protein function is known as functional genomics. We
estimate, based on independent industry research data, that the market for
functional genomics consumable products is $1.9 billion annually and growing at
12% per

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<PAGE> 33

year. One of the newest and fastest growing segments of the functional genomics
market is the DNA microarray market. The DNA microarray market has three
components -- instrument systems for making microarrays, or biochips, and
detecting their output, the biochips themselves, and the consumable reagents and
systems that are used to process the chips. In 2000, the market for microarrays
is estimated to be $193 million and the market for consumables is estimated to
be $30 million. Both the microarray and the consumables markets have been
growing at rates in excess of 50% per year.

High throughput screening is an automated process by which pharmaceutical
companies identify potential drugs. In high throughput screening, pharmaceutical
companies rapidly test the interaction of thousands of chemical compounds with a
target known to be involved in disease in an attempt to find potential drugs
that either interfere with or enhance the function of the target protein. The
market for consumable products used in high throughput screening is currently
estimated to be $380 million annually, and has been growing at a rate of 15%.

Pharmacogenomics refers to an emerging area of life science research that
explores the natural diversity known to exist among the gene sequences of
different individuals. It is now believed that this genetic diversity can make
individuals more or less susceptible to genetic diseases or more or less likely
to be treatable by a given therapeutic drug, or to have an adverse reaction to a
drug. The goal of pharmacogenomics is to tailor drug therapies to an
individual's specific genetic profile for maximum beneficial effect. The value
of consumable products used in the pharmacogenomics market is currently
estimated to be $100 million annually, but is projected to grow to $900 million
annually by 2006.

"Content" versus "Tools"

Companies engaged in the functional genomics, high throughput screening,
and pharmacogenomics industries tend to specialize in developing and providing
either content or tools for their respective markets. Content refers to
information about gene sequence or function. Content companies include
biotechnology and pharmaceutical companies whose focus is the identification of
genes and the determination of their function as key early steps in drug and
diagnostic development. Tools are materials, such as specialized chemicals,
enzymes, antibodies, or nucleic acids, that enable scientists in content
companies and elsewhere to conduct their research. These tools are collectively
referred to as "reagents." The value of reagents is derived from their
composition, purity, ease of use, effectiveness and uniqueness as critical
components of biological assays. Biological assays are the fundamental
experimental procedures used for research in functional genomics, high
throughput screening, and pharmacogenomics. The volume of assays performed by a
laboratory can vary from a few per day at small academic laboratories to
tens-of-thousands per day at industrial laboratories.

A comprehensive reagent system includes all of the reagents necessary for a
particular type of assay, along with a pre-tested set of instructions, or
validated protocol, explaining how to use the reagents. Comprehensive reagent
systems have more value than individual reagents because all elements of the
reagent system have been optimized to ensure performance when used together in
an assay. Comprehensive reagent systems enable scientists to focus more on their
research and less on the tools that enable their research, thereby enhancing
productivity. Moreover, the validated protocols of comprehensive reagent systems
enhance the sensitivity and reliability of experimental results.

Trends

The increasing focus on functional genomics, high throughput screening and
pharmacogenomics is expected to generate dramatic growth in scientific
experimentation and assay use in these markets. This growth will create a need
for easy-to-use technologies and products such as comprehensive reagent systems
that enable robust, miniaturized and rapid testing across a broad spectrum of
applications. Several factors can be expected to contribute to the substantial
growth in demand for these consumable products, including:

- Realization of the full potential of high throughput genetic
analysis. It is expected that 100,000 to 120,000 human genes will be
identified as a result of the Human Genome Project and private

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genomics initiatives. This massive outflow of genomic data will
necessitate large scale, high throughput experimentation to determine the
role of different genes in disease.

- Competition in the pharmaceutical/biotechnology sector. The race to
discover and patent new drugs has intensified the need for miniaturized
and easy-to-use reagent systems for high throughput screening. Typically,
pharmaceutical researchers will create assays to screen a single drug
target for interaction with in excess of 300,000 chemical compounds. The
Human Genome Project is expected to provide thousands of new drug
targets, thereby creating the need for potentially billions of assays to
be performed.

- The emergence of pharmacogenomics. The emerging field of
pharmacogenomics has been enabled by assays that measure specific DNA
mutations, known as single nucleotide polymorphisms, or SNPs. It is
predicted that the human genome has up to three million SNPs, which
account for much of the genetic diversity observed among individuals. SNP
assays will also be used to determine the association of SNPs with
genetic diseases to develop more effective therapeutics.

Given the explosive growth in genomics information and the anticipated
dramatic increase in scientific experimentation needed to transform this
information into clinical benefit, the life science industry will need
increasing innovation in the tools used to conduct experiments. The enormous
volume of experiments expected to be conducted will drive scientists to demand
easy-to-use research products that enable robust, rapid, miniaturized and cost
effective testing for a wide range of experiments. Moreover, we believe users of
these research products will value suppliers that can provide comprehensive
solutions that include all of the products and intellectual property rights
needed to carry out their experiments.

THE NEN SOLUTION

We believe our new generation of comprehensive reagent systems addresses
the needs of life science researchers seeking to conduct a wide variety of
experiments in biomolecular genomics. Unlike companies that simply sell
"chemicals," we offer a comprehensive system approach that allows researchers to
carry out experiments without the need, in most cases, to obtain supplemental
products or intellectual property rights. Our innovative technologies and
products enable easy-to-use, robust, miniaturized and rapid testing.

- Easy-To-Use. We develop comprehensive reagent systems, and complete
validated protocols for their use, that are designed and then pre-tested
in customer applications, saving users the time and expense of having to
develop and confirm the accuracy of their own assays.

- Robust. Our rigorous product development process and our experience in
the manufacturing and quality control of reagent systems offers assurance
that our products are designed to deliver results even in the face of
normal "operator error." Our comprehensive reagent systems approach
assures researchers of consistently reliable, reproducible results, with
a high tolerance for variability in testing procedures and laboratory
environments.

- Miniaturized and Rapid. Our sensitive reagent systems and test protocols
are designed for use with instruments recently introduced into the
market, which together allow customers to reduce the physical volume of
the sample needed for their assays and therefore the cost of
experimentation. Our products enable the simultaneous processing required
to test thousands of samples in parallel. Further, our products are
designed to eliminate steps, thereby saving researchers even more time.

- Innovative and Proprietary Technology. Our proprietary fluorescent
products and technologies are not burdened by the regulations and costs
associated with radioactive products and make possible a new generation
of multi-color assays. Further, our products and patent and license
portfolio offer our customers the freedom to conduct their research using
our comprehensive reagent systems without the need, in most cases, to
obtain additional intellectual property rights from third parties. We
have also developed a patented signal amplification system, Tyramide
Signal Amplification, or TSA, which allows researchers to conduct
experiments with significantly smaller sample sizes.

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OUR STRATEGY

Our objective is to be the leading provider of reagent systems and
proprietary reagent-related technology to the functional genomics, high
throughput screening, and pharmacogenomics markets. In addition, we seek to
become a leading provider of critical components to makers of various
radiotherapeutic cancer treatments. Our strategy for achieving these objectives
includes the following elements:

Employ "NEN-Enabled" Commercialization Strategy. We plan to expand the
number of experiments that are enabled by NEN products and technologies by using
a two-pronged strategy that is intended to position our products as an
innovating force behind advances in biomolecular genomics. Our two-prong
commercialization strategy consists of the following:

- Direct Sales to End Users. We seek to develop novel, high-value,
NEN-branded products and services marketed directly to end users through
our worldwide distribution channels. These products and services -- such
as our MICROMAX line of cDNA microarrays and related products -- are
being developed from our extensive collection of internally generated and
in-licensed technology. In addition, we offer customized assays and
reagent systems to meet the specialized needs of our customers.

- Sales through Strategic Partners. We also intend to expand the market
for our unique technologies and products by entering into collaborations
and agreements with genomics industry market leaders. Under these
agreements, we intend to customize, manufacture and supply our novel
technologies and products directly to our partners to take advantage of
their marketing and distribution channels or to form components of their
systems. Our current agreements with Orchid BioSciences, Inc., LI-COR,
Inc. and Motorola, Inc. are examples of this strategy.

We believe that the successful implementation of our "NEN Enabled" strategy
will position our products and technologies as the technological backbone of a
significant portion of experiments conducted in the biomolecular genomics
industry, whether or not they are performed with NEN-branded platforms.

Expand Our Leadership Position in the High Throughput Screening Market. We
are a leading tool supplier in one of the largest sectors of the high throughput
screening market, the G-protein coupled receptor assay sector. We intend to
expand this leadership position by selectively investing in new
platforms -- such as our FlashPlate and [FP](2) product lines -- and by
acquiring and partnering with other market participants that have complementary
technologies.

Introduce New Products through our Existing User Base. We intend to use
our existing user base, which we estimate to be over 100,000 researchers, to
drive the growth of our next generation of products. We believe that our
worldwide user base is loyal to the NEN brand, and is fertile ground for the
introduction of new techniques, protocols and products. We believe that the NEN
brand reputation for quality products and services positions us as a preferred
vendor of new tools for functional genomics, high throughput screening and
pharmacogenomics research.

Leverage Existing Infrastructure. We intend to continue to leverage our
demonstrated capabilities in manufacturing, sales and marketing, and
distribution to rapidly and cost-effectively bring new products to market. We
believe that our established infrastructure, including our multi-site
manufacturing facilities, 88-person direct sales force, global distributor
network, and worldwide distribution capabilities, provide us with a significant
competitive advantage in bringing new products to market. Further, we believe
these capabilities are attractive to developers of complementary products with
whom we seek to partner.

Capitalize on our Strong Position in the Radiolabeled Chemicals
Business. We intend to build on our strong position in the radiolabeled
chemicals business to become a leading provider of Yttrium-90 as a critical
component to the cancer radiotherapy market. Currently, several companies are
using our Yttrium-90 in clinical trials of drugs directed to the cancer
radiotherapy market. If any of these companies receive approvals from the U.S.
Food and Drug Administration for their Yttrium-90-based cancer therapeutics, we
believe we will achieve a leadership position in this significant market.

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Drive Innovation through Technological Leadership. We plan to continue to
drive innovation in our markets by investing aggressively in new technologies
and research and development. We believe that we will be able to add new and
innovative products and technologies to our product portfolio and maintain our
long-standing reputation for being a technological leader in the life sciences
industry. Our investment in new technologies and research and development will
be focused on expanding our substantial presence in the functional genomics,
high throughput screening and pharmacogenomics markets.

PRODUCTS AND SERVICES

Our portfolio consists of over 1,500 products. The following table lists
product groups that we have introduced to address the needs of customers in our
target markets of functional genomics, high throughput screening, and
pharmacogenomics, as well as in the radiochemical and other markets. A number of
our key products are described in more detail below the table.

<TABLE>
<CAPTION>
NUMBER OF
PRODUCT APPLICATION PRODUCTS
------- ----------- ---------
<S> <C> <C>

FUNCTIONAL GENOMICS MARKET
MICROMAX Gene expression analysis 8
Renaissance nucleotides DNA and RNA non-radioactive labeling 132
AcycloTerminators DNA sequencing 24
DNA, RNA and protein detection in
TSA Signal Amplification cells 24
Labeling and detection reagent
systems DNA and RNA labeling 19
Protein detection kits and
reagents Protein analysis 29
Chemiluminescent and fluorescent
Kodak Image Station imaging 1
Radioactive nucleotides DNA and RNA radioactive labeling 141
Film and GeneScreen membranes DNA, RNA and protein detection 46

HIGH THROUGHPUT SCREENING MARKET
Receptor binding and biochemical
Radioligands analysis 422
Cloned receptors Receptor binding 55
Fluo-peptides, [FP](2) Receptor binding and receptor imaging 43
FlashPlates Drug discovery assays 26

PHARMACOGENOMICS MARKET
Renaissance nucleotides DNA sequencing and SNP analysis 40
AcycloTerminators DNA sequencing and SNP analysis 24

RADIOCHEMICAL/OTHER MARKETS
Immunoassay kits Assay systems 52
Radiochemicals Labeling, detection and metabolism 395
Labeling, detection and cancer
Radionuclides/Yttrium-90 therapeutics 49
Other Miscellaneous 87
</TABLE>

Functional Genomics

MICROMAX. MICROMAX is the only comprehensive reagent system that contains
all of the labeling and detection components needed by customers to perform
large scale gene expression analyses. Our MICROMAX System I reagent detection
system allows a researcher to obtain results in three days that would take up to
one year to obtain using traditional RNA blotting protocols. One version of our
reagent system employs our patented TSA signal amplification technology, which
allows researchers to conduct experiments with significantly smaller sample
sizes than competing products.

Microarray Scanning Service. In conjunction with the launch of MICROMAX,
we developed a unique value-added service for our customers: we launched an
array scanning service so that our customers

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can avoid having to make a capital investment in the scanning instrumentation
needed to analyze a microarray after processing. Under this program, our
MICROMAX customers can return their MICROMAX microarrays to us after they have
completed their experiments, and we will process the microarrays and provide the
customers with the data generated by their experiments. We offer users of this
service a two-week turnaround and deliver a compact disc that contains all of
the raw data and gene expression files necessary to interpret their experiment.

Renaissance Nucleotides. We provide our customers with the broadest line
of non-radioactive nucleotides in the industry, with 132 different variations.
These products are used as labeling agents for the entire spectrum of
applications within both functional genomics and pharmacogenomics. For example,
our patented cyanine dye-labeled nucleotides are used by researchers to label
sample RNA in preparation for a gene expression experiment on a microarray. We
also manufacture nucleotide products sold by other suppliers, including Amersham
Pharmacia Biotech AB and Molecular Probes, Inc.

Tyramide Signal Amplification product line. We market a broad line of TSA
research systems that are used to detect proteins and DNA or RNA in cells and
tissues prior to analysis under a microscope. TSA, which is our patented signal
amplification technology, gives users a 50- to 500-fold increase in signal
intensity compared to traditional technologies. TSA therefore allows researchers
to conduct experiments with smaller sample sizes and to reduce costs associated
with the purchase of expensive antibodies used in immunological localization
assays. TSA also offers exceptional resolution, allowing localization of assay
targets at the sub-cellular level.

Radioactive Nucleotides. We offer a full line of the radioactive
nucleotides that are used to label DNA and RNA for most functional genomics
applications. Our radioactive nucleotides are typically used in DNA and RNA
blotting protocols and other gene expression assays. Our products offer multiple
benefits to customers, including color coding by isotope for ease of
identification, and patented chemical stabilization so the nucleotides do not
need to be stored frozen.

Kodak Image Station. The Kodak Image Station is a high resolution,
low-cost digital imager used for chemiluminescent and fluorescent imaging of
DNA, RNA and protein blots. We are Kodak's exclusive worldwide channel partner
for this product. The Kodak Image Station is complemented by many of our
Renaissance nucleotides, chemiluminescence reagents, and GeneScreen line of
transfer membranes.

High Throughput Screening

Our offering of microplate platforms, fluorescent peptides, radiolabeled
ligands and cloned receptors gives pharmaceutical high throughput screening
laboratories a complete source of all of the key elements needed to perform
receptor binding assays (including G-protein coupled receptors) and enzyme
assays, which comprise more than 70% of all high throughput screening assays
conducted.

FlashPlate Assay Platforms. Our unique FlashPlate assay platforms provide
customers with a simple, convenient and reproducible assay platform for enzyme,
receptor binding, and functionally-based drug discovery assays. We also offer a
broad range of specialty products that enable customers to screen a wide variety
of potential drug targets. These products are in use by most of the major
pharmaceutical companies around the world.

Fluo-peptides. Our patented, fluorescent labeled, functionally active
peptides are designed for use primarily in G-protein coupled receptor binding
assays. Fluo-peptides are a key component of our recently introduced [FP](2)
fluorescence polarization assay reagent system. The [FP](2) system enables a
very rapid, homogeneous, precise, automation friendly and non-radioactive means
of performing either primary or secondary high throughput screens. The platform
is proven for 96- and 384-well formats and is extendable to 1,536-well formats.

Radiolabeled Ligands. We have one of the most extensive lines of high
purity, functionally active iodine-125 and tritium labeled products used for
drug discovery around the world. These products are essential ingredients of
receptor binding assays, a major focus of drug discovery efforts. We are
constantly

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expanding this line of products in response to new discoveries and the
associated customer demand for these materials.

Cloned Receptors. Our cloned receptors and custom preparation services are
used by drug discovery laboratories around the world for developing and
performing G-protein coupled receptor binding assays. With the recent
acquisition of Receptor Biology, we now have a more significant position in this
important product area. We also offer cell culture and custom cloning services
to our pharmaceutical customers, allowing them to outsource the preparation of
proprietary receptors.

Pharmacogenomics

AcycloTerminators. AcycloTerminators are our unique patented analogs of
nucleotides that are used in sequencing-type assays. Our products are also
useful in various microplate- and array-based SNP assays. These products offer a
unique advantage because their structures do not fall under any third-party
patents; we therefore can offer our customers complete freedom to operate when
they use our products.

NEN Global IR(2) DNA Sequencer. In 1999, we collaborated with LI-COR, Inc.
to launch a unique automated fluorescent DNA sequencer. LI-COR contract
manufactures the instrument for us and markets it exclusively worldwide. LI-COR
is also the exclusive distributor of our line of reagent systems used with the
sequencer. These systems incorporate our patented AcycloTerminators.

Radiochemical/Other

Yttrium-90. We have acquired through an exclusive license a patented
method of producing a very pure form of the Yttrium-90 isotope which is capable
of being linked to antibodies that seek out and bind to proteins expressed by
cancer cells. As a result, we believe we are at the forefront of the developing
cancer radiotherapeutics market. We offer our clinical partners a high quality
product and the experience and manufacturing infrastructure to facilitate
seeking necessary regulatory approvals. Currently, several customers are using
our Yttrium-90 in clinical trials of drugs directed to the cancer radiotherapy
market, including Antisoma plc, which currently is in phase III clinical trials
for ovarian cancer, and Mallinckrodt Inc., which currently is in phase II
clinical trials for gastric cancer.

COLLABORATIONS

Since 1997, we have entered into numerous strategic relationships,
including product supply agreements, co-marketing agreements, licensing
agreements, and distributorship agreements. We consider strategic partnerships
to be important to achieving our objective of being a leader in biomolecular
genomics. We enter into these agreements for several purposes, including gaining
access to technology, gaining a new or better distribution channel for our
products and technologies and gaining the ability to create a bundled offering
of products. This component of our business adds value to customers and benefits
us and our partners by enabling us to offer a product with a complete portfolio
of intellectual property rights. Our current collaborations include:

Functional Genomics

Eastman Kodak Company. Since 1998, we have been the exclusive worldwide
dealer of the Kodak Image Station, which is used to digitally image proteins and
nucleic acids labeled with fluorescence and luminescence.

AlphaGene, Inc. In 1998, we entered into an agreement with AlphaGene to
cooperatively develop and market microarray products for gene expression
studies.

DAKO Corporation. In 1999, we granted non-exclusive rights to DAKO to use
our TSA technology in reagent systems for the research and clinical pathology
markets.

Flow Amp Systems Ltd. In 1999, we granted Flow Amp a non-exclusive license
to use TSA in reagent system products for detection of live cells by flow
cytometry.

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Merck & Co., Inc. In 1999, Merck contracted with us to develop a sensitive
and specific test for use in Merck's internal vaccine development program using
our TSA technology.

LI-COR, Inc. In 1999, we granted LI-COR exclusive rights to distribute our
DNA sequencing AcycloTerminator kits. In exchange, LI-COR agreed to exclusively
contract-manufacture automated DNA sequencers for us.

Kreatech Diagnostics B.V. In 1999, Kreatech granted us an exclusive
worldwide license for microarray applications of its patented ULS labeling
technology in both the research and diagnostic markets. We also agreed with
Kreatech to collaborate in the development of improved methods and products in
the array field.

GSI-Lumonics Inc. In 1999, we entered into a collaborative marketing
agreement with GSI Lumonics under which we will cooperate in the marketing of
our arrays and their scanning instruments.

Affymetrix, Inc. In 2000, Affymetrix granted us a non-exclusive license
under its portfolio of array patents. This license allows us to operate freely
in the field of gene expression under all of Affymetrix's array patents.

High Throughput Screening

Packard Bioscience Company. In 1998, Packard Bioscience granted us
exclusive license to, and purchase rights for, FlashPlate products manufactured
by them under their patent.

Pharmacogenomics

Orchid BioSciences, Inc. In 2000, we granted Orchid an exclusive license
to distribute our AcycloTerminator products in kit format to customers who use
the products to carry out Orchid's patented Genetic Bit Analysis process of
genotyping.

Motorola, Inc. In 2000, we granted Motorola a non-exclusive license to
distribute our AcycloTerminators in conjunction with Motorola's microarray
products for non-Genetic Bit Analysis-type genotyping.

SALES AND DISTRIBUTION

We sell our products and technologies through two principal means: sales to
end user customers through our internal sales force and international
distributor network and, increasingly, to a variety of strategic partners that
incorporate our products and technologies into their products for sale to end
users.

Sales to End Users

We believe that our proven ability to sell and distribute our products and
technologies provides us a competitive advantage. We have a highly skilled
direct sales force of 88 people, including 50 in the United States and 38 in
Europe. We have organized our sales force into academic/government and
industrial account managers responsible for product sales into major accounts.
We also have technical sales specialists, all of whom hold Ph.D. degrees, who
focus on either microarray markets or high throughput screening in conjunction
with our account managers. Outside of the United States and eight countries in
Europe covered by our direct sales force, we sell our products through a network
of 45 specialized distributors managed by four sales agents. Our direct sales
force and global distributor network have nurtured our global user base, which
we estimate to be more than 100,000 researchers, and have an excellent track
record for providing dedicated, efficient and timely service to our customers.
We also make information about our products and services available on our Web
site. In addition, we are a founding member of a group of life science companies
that have joined with SciQuest.com to provide on-line ordering capability to
customers.

Our sales force generated over 450,000 orders in 1999. These orders were
processed and implemented by our order taking and physical distribution centers
located in Boston, Massachusetts and Brussels,

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Belgium. These sites have proven to be highly efficient, processing and
distributing 95% of orders within 24 hours, resulting in an overall 99% on-time
delivery rate.

Strategic Partners

We license our products and technologies to strategic partners and supply
them with our manufactured reagents or comprehensive reagent systems for sale
through their own distribution channels. Our recently completed partnership
arrangements with LI-COR, Inc. in the area of fluorescent DNA sequencing kits,
and Orchid BioSciences, Inc. and Motorola, Inc., both of which have been granted
licenses to sell our fluorescent AcycloTerminators in the SNP testing market,
are examples of our use of strategic partners to broaden our penetration of our
target markets. We actively collaborate with our partners to develop the
appropriate products to meet their and their customers' particular requirements.

PRODUCT DEVELOPMENT

Our research and development strategy is to selectively develop high margin
products using our patented technology and proprietary reagents for high volume
testing in functional genomics, high throughput screening and pharmacogenomics
assay systems. To pursue this strategy, we devote substantial resources to our
research and development efforts. Our research and development scientific staff
is comprised of 52 experienced scientists, 26 of whom hold Ph.D. degrees. Our
research and development staff includes molecular biologists, biochemists, cell
biologists, chemists and pharmacologists.

Our research and development efforts resulted in the introduction of 62 new
products in 1999, including our MICROMAX DNA microarray systems, which contain a
complete set of reagents, a DNA microarray and a fully validated protocol to
perform gene analysis.

We currently intend to develop and apply new patented and proprietary
technology to improve the robustness and ease-of-use of DNA microarray
technology and pharmacogenomics assays. We are also applying our expertise and
patents in surface chemistry and signal amplification to manufacture improved
DNA microarrays, and we plan to expand our offering of microarrays through the
acquisition of an inventory of 7,000 additional human genes. In high throughput
screening, we are focusing on the introduction of highly desired assays for
certain protein receptors.

TECHNOLOGY

We use a variety of technologies to develop products in the functional
genomics, high throughput screening and pharmacogenomics markets. Our
technologies constitute key ingredients in the assay process, enabling or
improving our customers' ability to conduct the labeling and detection stages of
an assay. Our customers prefer to use technologies that provide consistent
results, are simple to use and are referenced in scientific literature.

Functional Genomics

We provide comprehensive reagent systems that allow researchers to study
fundamental biology such as the assaying of genes turned on or off in a disease.
A typical experiment done by our customers is the comparison of cancer cells
versus normal cells in order to identify genes that may cause the malignancy.
This assay method is referred to as differential gene expression. In these
experiments, two cell samples, diseased cells and normal cells, are separately
prepared and the RNA from each cell sample is labeled with light emitting,
fluorescent molecules. In order to trace each sample, one population of RNA is
labeled green and the other population is labeled red. The two samples are mixed
together in the assay and placed on a DNA microarray. The DNA microarray is a
set of hundreds or thousands of known genes that are placed in a grid formation
on a glass microscope slide. The labeled RNA molecules attach to the genes on
the array and by measuring the different amounts of red or green RNA molecules
attached to the genes, the scientist can tell which of the sampled genes are
normal or dysfunctional. Whether a gene is above normal or below normal in the
cell is represented by one color predominating over the other. We

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provide the colored, fluorescent molecules, known as labeled nucleotides, the
DNA microarrays, and the detection systems for these typical assays.

In many scientific experiments, such as in human tissue biopsy, there is a
limited amount of RNA available to label. Therefore, our customers may use our
Tyramide Signal Amplification, or TSA, technology to increase the signal that
this small amount of RNA emits. This patented technology allows researchers to
use 2% or less of the RNA ordinarily used in an experiment and still detect
enough signal by standard instrumentation. Using this small amount of material
enables the testing of human biopsy materials on DNA microarrays and improved
sensitivity will help further the understanding of diseases such as cancer,
neurological disorders and infectious diseases.

High Throughput Screening

Our customers at pharmaceutical companies also use assay systems. High
throughput screening is the testing of each of the components of chemical
libraries, which may contain millions of distinct chemical entities, for their
effect on a drug target such as a protein. As an example, a drug target could be
the brain receptor protein that regulates the appetite sensation. Consequently,
our pharmaceutical customers seek to identify chemicals that attach to this
appetite receptor, possibly control appetite sensation and ultimately treat
obesity. We offer technologies that our customers can easily apply to perform
these tasks. Our FlashPlate assay system is a patented microplate format that
rapidly detects attachment of a radioactive molecule to the surface of the
microplates. Microplates are plastic plates that comprise 96 or 384 reagent
wells in each plate. Each reagent well is used to test the activity of a
specific chemical when it interacts with the drug target. We also provide the
radioactive chemical, known as the radioactive ligand, used in the assay, and
cloned receptors, which are used in certain receptor-binding assays.

Many of our customers are seeking ways to reduce their dependence on
radioactive detection systems. As an option to replace radioactivity in a high
throughput screening assay, we also have patented technology that labels the
ligand with fluorescent molecules. This is a very effective alternative for
small proteins, known as peptides, in high throughput screening assays. We also
have products in which we provide the drug target to the pharmaceutical customer
as a cloned receptor. A receptor is a signaling molecule on the surface of the
cell and its function is often associated with a specific disease. Many of these
signaling molecules or receptors are excellent therapeutic targets.

Pharmacogenomics

Sequencing of the human genome has created the need for easy to use assay
systems that screen a person's DNA for mutations, or SNPs. SNPs are associated
with many inherited diseases and with inconsistencies in reactions to drugs that
are seen from patient to patient. An example of this problem is the lack of
response many people have to the pain killer codeine. About one in 10 people are
unable to convert codeine to its active ingredient morphine because of a genetic
defect, and, therefore, do not respond to normal doses of codeine. A critical
feature of the technologies used for this type of testing is robustness, which
refers to the technology's ability to produce accurate, consistent results
despite slight variations in testing conditions. We offer robust technologies
that are able to test thousands of samples for SNPs by colored fluorescent
assays in homogeneous microplate formats.

Yttrium-90

A significant new application of our radioisotopic technology is the
radiotherapeutic agent Yttrium-90. Our customers use proteins, such as
monoclonal antibodies, as a means to selectively target and attach the cancer
killing radioactive Yttrium-90 to cancer cells. Early attempts to use
radiolabeled antibodies were not successful due in part to the foreign nature of
the antibodies used. However, advances in the technology to make humanized
antibodies, along with the successful attachment of Yttrium-90 to monoclonal
antibodies, have allowed Yttrium-90-labeled antibodies to circumvent the human
immune system and to serve as an effective therapy. Yttrium-90 is an effective
cancer killing agent because the radiation it emits travels only a limited
distance, killing cancer cells while sparing adjacent healthy tissue.

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We use patented technologies to manufacture highly purified Yttrium-90, a
critical requirement for radiotherapeutic products.

MANUFACTURING

We utilize modern facilities to manufacture our products on a batch
production basis. The process includes sourcing of raw materials from around the
world, production chemistry labs for synthesis, separation and purification of
reagents, laboratories for production of components and assembly of products,
quality control laboratories for testing of raw materials, components and
finished products against approved specifications, laboratories for liquid and
powder dispensing, and finished product packaging for worldwide distribution.
These processes are staffed with highly trained, experienced chemists using
techniques and know-how developed over many years of production experience. The
facilities include:

- robotic synthesis and dispensing of higher volume products;

- flexible automated capping, labeling and coating equipment capable of
handling multi-product manufacturing demands;

- automated chemical purification systems;

- quality control of assay systems;

- high volume cell and tissue culture processes and equipment;

- automated array manufacturing systems; and

- extensive environmental management systems throughout the entire process.

Our facilities are scaleable and, accordingly, we have significant capacity
to increase production of current products within our existing facilities. In
addition, recently completed consolidations have provided 15,000 square feet of
space suitable for development of new production capacity.

Over 90% of our products are produced for inventory against forecasted
demands and are maintained at levels to allow order fulfillment within one to
three days from the time an order is placed. The balance of our products are
produced on demand against customer specifications. In many of these orders, the
manufacturing process includes assisting customers in finalizing specifications
for their particular application.

INTELLECTUAL PROPERTY

We seek patent protection on all of our unique technologies and products.
We currently have a portfolio of 70 issued U.S. patents and 214 foreign
counterparts. In addition, we have 46 pending U.S. and foreign patents. Finally,
we have over 60 active licenses from third parties to their patented or
proprietary technology which is used in our products or our manufacturing
processes, or in the use of our products by our customers.

We consider the protection of our proprietary technologies and products to
be important to the success of our business. We rely on our patents, licenses
and trademarks to establish and protect our proprietary rights to our
technologies and products. None of our significant patents will expire before
2007. Our success depends to a significant degree upon our ability to develop
proprietary products and technologies. It is critically important to our success
that we adequately protect the intellectual property associated with these
products and technologies. We intend to continue to file patent applications as
we develop new products and technologies.

Patents provide some degree of protection for our intellectual property.
However, the assertion of patent protection involves complex legal and factual
determinations and is therefore uncertain. In addition, the laws governing the
scope of patent coverage and the periods of enforceability of patent protection
continue to evolve. The scope of any of our issued patents may not be
sufficiently broad to offer meaningful protection. In addition, our issued
patents or patents licensed to us could be successfully

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challenged, invalidated or circumvented so that our patent rights would not
create an effective competitive barrier.

We rely in part on trade secret protection of our intellectual property. We
attempt to protect our trade secrets by entering into confidentiality agreements
with third parties, employees and consultants. Employees and consultants also
sign agreements to assign us their interests in patents and copyrights arising
from their work for us. Employees also agree not to compete unfairly with us
after their employment by using confidential information, soliciting employees
or soliciting customers. However, these agreements can be breached and, if
breached, there may not be an adequate remedy available to us. Also, a third
party may learn our trade secrets through means other than by breach of our
confidentiality agreements, or they could be independently developed by our
competitors.

COMPETITION

The life sciences research market is highly fragmented. Some of our major
competitors are listed below.

Functional Genomics. With respect to radioactive functional genomics
products, especially in the area of radiolabeled nucleotides, we compete with
Amersham Pharmacia Biotech AB and ICN Biomedicals, Inc. With respect to
non-radioactive products, the market is highly fragmented, with multiple
competitors offering enzymes, labeling and detection reagents, membranes, film,
and other complementary products. Our significant competitors include Amersham
Pharmacia Biotech, Roche Diagnostics Corporation (a subsidiary of F. Hoffmann-La
Roche Ltd.), and Life Technologies, Inc. The microarray market segment is also
highly fragmented with numerous competitors, including Affymetrix, Inc.,
Clontech Laboratories, Inc., Invitrogen Corporation, and Display Systems
Biotech, Inc.

High Throughput Screening. Our only direct competitor in the radiolabeled
ligands market is Amersham Pharmacia Biotech. Although FlashPlate is a
proprietary NEN product and technology, we face competition from other
technology platforms produced by Amersham Pharmacia Biotech, Packard Bioscience
Company, PE Biosystems Group, and Aurora Biosciences Corporation. In the area of
fluorescent peptides, we face no direct competition. In the cloned human
receptors market, our competitors include Packard Bioscience (through its
BioSignal, Inc. subsidiary), Euroscreen S.A. and in-house cloning divisions of
pharmaceutical companies.

Pharmacogenomics. PE Biosystems Group is our only direct competitor in the
pharmacogenomics market.

Biochemicals/Other. Our principal competitor in labeled chemicals is
Amersham Pharmacia Biotech. Amersham Pharmacia Biotech, AEA Technology plc and
MDS Nordion, a division of MDS Inc., have the ability to compete with us to
provide Yttrium-90.

GOVERNMENT REGULATION

Because of the nature of our operations and the use of hazardous substances
in our ongoing manufacturing and research and development activities, we are
subject to specific federal, state, and local laws, rules, regulations and
policies governing the use, generation, manufacturing, storage, air emission,
effluent discharge, handling and disposal of certain materials and wastes. We
utilize fully licensed third parties to transport and dispose of hazardous
materials and waste and have developed multiple sources, in most cases, to
minimize the business impact of the potential unavailability of one of these
resources at any given time due to regulation or licensing changes. Although we
believe that our procedures for handling and disposing of such materials are
safe and that we are in material compliance with all applicable government and
environmental laws, rules, regulations and policies, the risk of accidental
contamination or injury from these materials cannot be completely eliminated.

40
<PAGE> 44

analysis, storage, distribution and export of certain products. We screen
customer orders involving products regulated by the Nuclear Regulatory
Commission to verify that a license, if necessary, has been obtained by our
customer. Within the European Community, we hold licenses to permit the import,
possession and use of such products.

A limited number of our products are sold for in vitro diagnostic use and
are subject to regulation by the U.S. Food and Drug Administration, or FDA, and
equivalent agencies in other countries with respect to testing, safety,
efficacy, marketing and labeling. Our manufacturing facilities for the
production of these products are subject to periodic inspection by the FDA for
compliance with the FDA's Good Manufacturing Practices. We believe we are in
compliance in all material respects with applicable Good Manufacturing Practices
requirements. Further, if the FDA approves the use of our Yttrium-90 as a cancer
therapeutic, our subsequent manufacture, use, marketing and labeling of
Yttrium-90 as a cancer therapeutic will be regulated by the FDA and
corresponding agencies in other countries.

EMPLOYEES

As of March 1, 2000, we employed 541 people - 455 in the U.S., 73 in
Europe, and 13 in Canada. More than 30% of our employees hold advanced degrees.
Approximately 235 of our employees work in manufacturing positions, 56 in
research and development, and 160 in Sales/Customer/Technical Support,
worldwide. The remaining employees work in corporate development, finance,
information technology, legal, human resources, and other administrative
functions. None of our employees is represented by a collective bargaining
agreement nor have we experienced any work stoppage.

FACILITIES

We own five multi-level buildings in Boston, Massachusetts, totaling
225,000 square feet, that provide space for research and development,
manufacturing, packaging and distribution and administration (including
corporate headquarters). In addition, we lease 25,000 square feet of space in
North Billerica, Massachusetts for product manufacturing, packaging and
distribution. Our other leased facilities include 5,500 square feet of lab and
office space in Montreal, Canada where Fluo-peptide research, development and
manufacturing take place, and 6,500 square feet of space in Beltsville, Maryland
where we develop and manufacture cloned receptors. Our European base of
operations is housed in a leased 11,000 square foot facility in Brussels,
Belgium, which is used for administrative activities, customer order taking and
certain marketing activities.

LEGAL PROCEEDINGS

As of the date of this prospectus, we are not engaged in any legal
proceeding that we expect to have a material adverse effect on our business,
financial condition or results of operations.

41
<PAGE> 45

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information regarding our executive
officers and directors as of March 31, 2000:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Russell D. Hays........................... 55 President, Chief Executive Officer and
Director
George Uveges............................. 52 Senior Vice President of Administration
and Chief Financial Officer
Daniel J. Calvo........................... 44 Senior Vice President, Sales
Michael G. Johnson........................ 53 Senior Vice President, Operations and
Molecular Biology
Margaret C. Turner........................ 49 Senior Vice President, Human Resources
Gerald A. Moss............................ 51 Vice President, Marketing and High
Throughput Screening
Jeffrey R. Neumann, Ph.D.................. 51 Vice President, Business Development
Russell K. Garlick, Ph.D.................. 45 Vice President, Research and Development
Rae G. Jones.............................. 47 Vice President, European Business
Operations
John L. Zabriskie, Ph.D................... 60 Chairman of the Board
Jean-Pierre L. Conte...................... 36 Director
Richard Hoskins........................... 36 Director
Richard D. Paterson....................... 57 Director
Robert J. Weltman......................... 35 Director
</TABLE>

Russell D. Hays has been our President and Chief Executive Officer and a
director since January 5, 2000. Prior to joining NEN Life Sciences, Mr. Hays was
President and Chief Executive Officer of ReSound Corporation from February 1998
to December 1999, and Executive Vice President, President Hospital Business of
Nellcor, Puritan Bennett from May 1995 to February 1998. Previously, Mr. Hays
served as President and CEO of Sequenom, Inc., a company specializing in the
combination of proprietary molecular biological reactions, parallel processing
using "biochips" and product detection by mass spectrometry, and Enzytech, Inc.,
a company specializing in time release drug delivery specifically aimed at
delivery of macromolecules, proteins and peptides. In addition, Mr. Hays has
held senior executive positions at Baxter International, Stryker Corporation and
American Hospital Supply Corporation.

George Uveges has been our Senior Vice President of Administration and
Chief Financial Officer since July 1997. From June 1996 to February 1997, Mr.
Uveges was the Chief Financial Officer and Vice President of Administration at
Gelman Sciences. From April 1991 to March 1996, Mr. Uveges was the Chief
Financial Officer of GI Plastek, a privately owned manufacturing company.

Daniel J. Calvo has been our Senior Vice President of Worldwide Sales since
September 1997. From July 1997 through August 1997, he was our National Sales
Manager. Prior to that time, Mr. Calvo was with E.I. du Pont de Nemours and
Company for 17 years in a career that spanned five businesses -- Diagnostics,
Diagnostic Imaging, NEN Life Science Products, Packaging Products, and
Elastomers -- most recently as National Sales Manager for DuPont's NEN Life
Science Products business.

Michael G. Johnson has been our Senior Vice President, Operations and
Molecular Biology since April 1998, and was our Senior Vice President,
Operations from July 1997 through April 1998. Mr. Johnson joined DuPont's NEN
Life Science Products business in 1991 as Operations and Site Manager. Prior to
1991, Mr. Johnson had been with DuPont for 22 years in a career that spanned
several operating departments within DuPont and included positions in Research
and Development, Engineering, Business Development and Manufacturing.

42
<PAGE> 46

Margaret C. Turner has been our Senior Vice President of Human Resources
since January 1998. From 1994 to 1997, Ms. Turner was a Human Resources
Executive for the Lockheed Martin/General Dynamics Defense Systems business.

Gerald A. Moss has been our Vice President responsible for Marketing and
the product groups in High Throughput Screening since April 1998. From 1984 to
1998, Mr. Moss was the General Manager of FMC Corporation's BioProducts
Division. Prior thereto, Mr. Moss was with Worthington Diagnostic Systems from
1973 to 1983, where he served in several capacities including Director of
Marketing, New Business Development Manager, Product Manager, Sales
representative, Senior Process Biochemist and Research Biochemist.

Jeffrey R. Neumann, Ph.D., has been our Vice President, Business
Development since July 1997. From 1992 to 1997, Dr. Neumann served in a variety
of strategic marketing and business development roles for DuPont's NEN Life
Science Products business. Dr. Neumann joined the NEN Life Science Products
business in 1980, and has served in a variety of areas including research and
development, manufacturing and marketing.

Russell K. Garlick, Ph.D., has been our Vice President, Research and
Development since July 1997. Prior thereto, Dr. Garlick was Research and
Development Manager for the DuPont Medical Products Division, and Market
Manager, AIDS Patient Management, a business focusing on innovative diagnostic
products for managing AIDS patients. Dr. Garlick joined the NEN Life Science
Products business in 1976.

Rae G. Jones has been our Vice President of European Business Operations
since July 1997. Mr. Jones joined the DuPont's NEN Life Science Products
business in July 1996 as its European Business Manager based in Brussels,
Belgium. Prior to that time, Mr. Jones had been with DuPont for 21 years
focusing on the scientific instrument, life science and medical products
markets.

John L. Zabriskie, Ph.D., has been our Chairman of the Board since August
1, 1997, and was our President and Chief Executive Officer from August 1, 1997
to January 5, 2000. Prior to joining NEN, Dr. Zabriskie was President and Chief
Executive Officer of Pharmacia and Upjohn, Inc. Prior to joining Upjohn in 1994,
Dr. Zabriskie was Executive Vice President of Merck and Co., Inc. Dr. Zabriskie
is on the Board of Directors of Kellogg Co., Biomira, Inc., and Cubist
Pharmaceuticals, Inc.

Jean-Pierre L. Conte has been a director of NEN Life Sciences since 1997.
In 1995, Mr. Conte joined Genstar Capital, LLC, which is the sole general
partner of Genstar Capital Partners II, L.P., a private equity investment firm,
and has been a managing director of Genstar since 1997. From 1989 to 1995, Mr.
Conte was a principal at The NTC Group, Inc., a private equity investment firm.
Mr. Conte is also currently a director of BioSource International, Inc., TB
Woods Corporation and a number of privately held corporations.

Richard F. Hoskins has been a director of NEN Life Sciences since 1998 and
a managing director of Genstar Capital, LLC, which is the sole general partner
of Genstar Capital Partners II, L.P., a private equity investment firm, since
April 1998. From January 1993 to April 1996, Mr. Hoskins was a partner with
Schroeder Ventures in Germany, where he was responsible for a number of
investments in industrial and technology companies, and an independent
consultant from April 1996 to April 1998. Mr. Hoskins is a director of a number
of privately held corporations.

Richard D. Paterson has been a director of NEN Life Sciences since 1997.
Mr. Paterson has been a managing director of Genstar Capital, LLC, which is the
sole general partner of Genstar Capital Partners II, L.P., a private equity
investment firm, since its formation and Executive Vice President and a director
of Genstar Investment Corporation, an affiliate of Genstar, since 1987. Mr.
Paterson is also currently Chairman of the Board of Prestolite Electric Holding,
Inc., and a director of a number of privately held corporations.

Robert J. Weltman has been a director of NEN Life Sciences since January
2000 and a Vice President of Genstar Capital LLC, the sole general partner of
Genstar Capital Partners II, L.P., a private

43
<PAGE> 47

equity investment firm, since January 1998. Mr. Weltman joined Genstar as an
Associate in August 1995. From July 1993 to July 1995, Mr. Weltman was an
Associate in the Corporate Finance Department of Robertson, Stephens & Company.
Mr. Weltman is also currently a director of BioSource International, Inc.

BOARD OF DIRECTORS

As of the completion of this offering, our board of directors will be
divided into three classes, each with staggered three-year terms. As a result,
only one class of directors will be elected at each annual meeting of our
stockholders, with the other classes continuing for the remainder of their
respective three-year terms.

Our class I directors, whose terms will expire at the 2001 annual meeting
of stockholders, will be and . Our class II
directors, whose terms will expire at the 2002 annual meeting of stockholders,
will be and . Our class III directors, whose terms
will expire at the 2003 annual meeting of stockholders, will be
and .

BOARD COMMITTEES

As of the completion of this offering, our board of directors will have an
audit committee and a compensation committee. The audit committee will consist
of , and . The audit committee will
make recommendations to the board of directors regarding the selection of
independent auditors, review the scope of audit and other services by our
independent auditors, review the accounting principles and auditing practices
and procedures to be used for our financial statements and review the results of
those audits.

The compensation committee will consist of ,
and . The compensation committee will make
recommendations to the board of directors regarding our stock plans and the
compensation of officers.

DIRECTOR COMPENSATION

Except for reimbursement of reasonable travel expenses relating to
attendance at board meetings, our directors are not currently compensated for
their services as directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of our executive officers serve as a member of the board of directors
or compensation committee of any entity that has one or more executive officers
serving as a member of our board of directors or compensation committee.

44
<PAGE> 48

EXECUTIVE OFFICERS

Compensation

The following table sets forth the compensation paid by us during 1999 to
our Chief Executive Officer and each of our four most highly compensated
executive officers whose total salary and bonus exceeded $100,000 (collectively,
the "named executive officers").

<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
------------------- ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION
- --------------------------- -------- ------- ------------
<S> <C> <C> <C>
*John L. Zabriskie, Ph.D.......................... $399,984 $35,879 $ --
President and Chief Executive Officer
George Uveges..................................... 183,500 9,660 6,750
Senior Vice President of Administration and
Chief Financial Officer
Daniel Calvo...................................... 170,667 9,071 6,750
Senior Vice President, Sales
Michael Johnson................................... 172,333 9,090 --
Senior Vice President, Operations and Molecular
Biology
Margaret C. Turner................................ 171,600 25,000 --
Senior Vice President, Human Resources
</TABLE>

- ---------------
* Effective January 5, 2000, Dr. Zabriskie retired as our President and Chief
Executive Officer and currently serves as our non-executive Chairman of the
Board. On January 5, 2000, Russell D. Hays became our new President and Chief
Executive Officer. Mr. Hays' current annual base salary is $367,000. For a
description of the terms of Mr. Hays' employment, see "-- Employment
Agreements."

Aggregate Option Exercises in Fiscal Year 1999 and Fiscal Year-End Option
Values

The following table shows the number of shares of our common stock covered
by both exercisable and unexercisable options as of December 31, 1999 and the
year-end value of exercisable and unexercisable options to purchase shares of
our common stock as of December 31, 1999 for each named executive officer. No
options to purchase shares of our common stock were granted to or exercised by
the named executive officers in 1999.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1999 DECEMBER 31, 1999
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
John L. Zabriskie, Ph. D. ................. 353,360 530,040*
George Uveges.............................. 15,000 85,000
Daniel J. Calvo............................ 15,000 85,000
Michael G. Johnson......................... 15,000 85,000
Margaret C. Turner......................... 10,000 90,000
</TABLE>

- ---------------
* Dr. Zabriskie retired as our President and Chief Executive Officer effective
January 5, 2000, at which time all of his options vested in accordance with
the terms of his employment agreement.

EMPLOYMENT AGREEMENTS

In connection with his retirement as President and Chief Executive Officer,
we entered into a letter agreement with John L. Zabriskie, Ph.D., which sets
forth the terms of Dr. Zabriskie's resignation. Pursuant to the letter
agreement, we agreed to pay Dr. Zabriskie one year's base salary, totaling
$400,000, over the course of 2000, and to pay the cost of Dr. Zabriskie's health
benefits for 2000. We also agreed

45
<PAGE> 49

that if we registered any shares of our common stock owned by Genstar Capital
Partners II, L.P. pursuant to Genstar's demand registration rights, Dr.
Zabriskie would be entitled to register a proportional number of shares owned by
him.

We have issued employment letters to each of Russell D. Hays, George Uveges
and Margaret C. Turner that set forth the principal terms of their employment.

Pursuant to a letter dated December 28, 1999, Mr. Hays became our President
and Chief Executive Officer effective January 5, 2000. As President and Chief
Executive Officer, Mr. Hays reports to the board of directors and is responsible
for developing the strategic direction and vision, and carrying out the day-to-
day activities, of NEN Life Sciences. Mr. Hays is entitled to an initial annual
base salary of $367,000, which is subject to an annual review and increase at
the sole discretion of the board of directors. Mr. Hays is also entitled to a
bonus in accordance with an annual incentive plan, which provides for the
payment of specified percentages of Mr. Hays' base salary based on our
performance relative to budgeted levels. If Mr. Hays' employment is terminated
for any reason other than for "cause," Mr. Hays will continue to receive his
salary for one year.

In connection with the commencement of Mr. Hays' employment with us, Mr.
Hays purchased 111,111 shares of our common stock at a purchase price of $4.50
per share, and was granted an initial option to purchase 555,547 additional
shares of our common stock at a price of $4.50 per share. These options vest on
a straight-line basis over five years, except that all unvested options will
vest immediately if Genstar Capital Partners II, L.P. no longer controls our
board of directors. Mr. Hays' options expire in ten years from the date of
grant.

Pursuant to a letter dated July 10, 1997, Mr. Uveges became our Chief
Financial Officer effective July 7, 1997. As Chief Financial Officer, Mr. Uveges
is responsible for developing, implementing and maintaining the financial
systems of NEN Life Sciences, which include worldwide controller, financial
analysis and reporting, and treasury functions. Mr. Uveges was entitled to an
initial annual base salary of $170,000, subject to an annual review and increase
at the sole discretion of the board of directors. For 2000, Mr. Uveges' annual
base salary is $187,000. Mr. Uveges is also entitled to a bonus in accordance
with an annual incentive plan, which provides for the payment of specified
percentages of Mr. Uveges' base salary based on our performance relative to
budgeted levels. If Mr. Uveges' employment is terminated for any reason other
than for "cause," Mr. Uveges will continue to receive his salary for one year,
and will continue to receive benefits for 18 months.

In connection with the commencement of Mr. Uveges' employment with us, Mr.
Uveges purchased 150,000 shares of our common stock at a purchase price of $1.00
per share, and was granted an initial option to purchase 25,000 additional
shares of our common stock at a price of $1.00 per share. These options vest on
a straight-line basis over five years, except that all unvested options will
vest immediately if Mr. Uveges' employment is terminated, other than for
"cause," within 18 months following the date that Genstar Capital Partners II,
L.P. no longer controls our board of directors. Mr. Uveges' options expire in
ten years from the date of grant.

Pursuant to a letter dated December 15, 1997, Ms. Turner became our Senior
Vice President -- Human Resources effective January 5, 1998. As Senior Vice
President -- Human Resources, Ms. Turner is responsible for organizational
development, all human resources programs and procedures, and internal and
external communications. Ms. Turner was entitled to an initial annual base
salary of $165,000, subject to an annual review and increase at the sole
discretion of the board of directors. For 2000, Ms. Turner's annual base salary
is $178,500. Ms. Turner is also entitled to a bonus in accordance with an annual
incentive plan, which provides for the payment of specified percentages of Ms.
Turner's base salary based on our performance relative to budgeted levels. If
Ms. Turner's employment is terminated for any reason other than for "cause," Ms.
Turner will continue to receive her salary for one year, and will continue to
receive benefits for 18 months.

In connection with the commencement of Ms. Turner's employment with us, Ms.
Turner purchased 75,000 shares of our common stock at a purchase price of $1.00
per share, and was granted an initial

46
<PAGE> 50

option to purchase 25,000 additional shares of our common stock at a price of
$1.00 per share. These options vest on a straight-line basis over five years,
except that all unvested options will vest immediately if Ms. Turner's
employment is terminated, other than for "cause," within 18 months following the
date that Genstar Capital Partners II, L.P. no longer controls our board of
directors. Ms. Turner's options expire in ten years from the date of grant.

STOCK PLANS

Our 1997 Equity Incentive Plan provides for the issuance of up to 2,700,000
shares of our common stock pursuant to stock options or other awards. The 1997
Equity Incentive Plan allows a committee of the board of directors to grant
incentive stock options, non-qualified stock options, stock appreciation rights
and stock awards. The committee has the authority to determine the employees who
will receive the rewards, the amount of the awards, and other terms and
conditions of the award. As of March 31, 2000, options to purchase 2,344,947
shares of our common stock had been issued under the 1997 Equity Incentive Plan.
These options become exercisable over a five-to eight-year period commencing one
year from the date of grant and expire ten years after the date of grant. We
currently expect to terminate the 1997 Equity Incentive Plan prior to the
completion of this offering, and replace it with a new equity incentive plan.
The termination of the 1997 Equity Incentive Plan, however, will not affect
options or other awards previous granted thereunder.

LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS

Our certificate of incorporation limits the liability of directors to the
maximum extent permitted by Delaware law. Delaware law provides that directors
of a corporation will not be personally liable for monetary damages for breach
of their fiduciary duties as directors, except liability for the following:

- any breach of their duty of loyalty to the corporation or its
stockholders;

- acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

- unlawful payments of dividends or unlawful stock repurchases or
redemptions; or

- any transaction from which the director derived an improper personal
benefit.

This limitation of liability does not apply to liabilities arising under
the federal securities laws and does not affect the availability of equitable
remedies such as injunctive relief or rescission.

Our certificate of incorporation and bylaws provide that we shall indemnify
our directors and executive officers and may indemnify our other officers and
employees and other agents to the fullest extent permitted by law. We believe
that indemnification under our bylaws covers at least negligence and gross
negligence on the part of indemnified parties. Our bylaws also permit us to
secure insurance on behalf of any officer, director, employee or other agent for
any liability arising out of his or her actions in such capacity, regardless of
whether the bylaws would permit indemnification.

We intend to enter into agreements to indemnify our directors and executive
officers, in addition to indemnification provided for in our bylaws. These
agreements, among other things, provide for indemnification of our directors and
executive officers for certain expenses (including attorneys' fees), judgments,
fines and settlement amounts incurred by any such person in any action or
proceeding, including any action by or in our rights, arising out of such
person's services as a director or executive officer to us, any of our
subsidiaries or any other company or enterprise to which the person provides
services at our request. We believe that these provisions and agreements are
necessary to attract and retain qualified persons as directors and executive
officers.

At present, there is no pending or threatened litigation or proceeding
involving any of our directors, officers or employees where indemnification is
expected to be required or permitted, and we are not aware of any threatened
litigation or proceeding that might result in a claim for indemnification.

47
<PAGE> 51

TRANSACTIONS WITH OFFICERS, DIRECTORS AND 5% STOCKHOLDERS

We were organized by Genstar Capital LLC in 1997 to purchase the assets of
the NEN Life Science Products business of E.I. du Pont de Nemours and Company.
In connection with our formation, Genstar Capital Partners II, L.P., of which
Genstar Capital LLC is the general partner, and Stargen II LLC, an affiliate of
Genstar Capital LLC, purchased 13,733,944 and 266,056 shares, respectively, of
our common stock for an aggregate purchase price of $13,733,944 and $266,056,
respectively. In addition, we paid Genstar Capital LLC an acquisition fee of
$2.7 million and reimbursed it for $343,000 of expenses related to the
acquisition.

We entered into a Management Advisory and Consulting Services Agreement
with Genstar Capital LLC on July 2, 1997. Under this agreement, Genstar Capital
LLC provides us with advisory services relating to strategic planning, proposed
financing transactions, procurement of contracts, executive recruiting and other
management matters. In return for its services, we pay Genstar Capital LLC a
management fee of $700,000 per annum, increasing by 3% per annum, payable in
quarterly installments, and reimburse it for reasonable out-of-pocket costs and
expenses incurred in connection with the provision of services. The Management
Advisory and Consulting Services Agreement expires on the earlier of July 2,
2007 or the last day of the first quarter in which Genstar Capital Partners II,
L.P. holds less than 5% of our common stock. For the period July 1, 1997 through
December 31, 1997 and the years ended December 31, 1998 and 1999, we paid
Genstar Capital LLC management fees of $346,000, $711,000 and $732,000,
respectively, and reimbursed it for expenses totaling $0, $114,000 and $20,000,
respectively, pursuant to the Management Advisory and Consulting Services
Agreement.

In connection with their employment by us, we made $75,000 relocation loans
to each of George Uveges, our Senior Vice President of Administration and Chief
Financial Officer, and Daniel J. Calvo, our Senior Vice President, Sales. These
loans bear interest at a rate of 9% per annum, are secured by a second mortgage
on their primary residences, and mature on the earlier of the fifth anniversary
of the loan or the termination of their employment.

48
<PAGE> 52

PRINCIPAL STOCKHOLDERS

The following table sets forth information as of March 31, 2000 with
respect to the beneficial ownership of our common stock by:

- each person known by us to own beneficially more than five percent, in
the aggregate, of the outstanding shares of our common stock;

- each of our executive officers set forth on the executive compensation
table on page 45;

- each of our directors; and

- all executive officers and directors as group.

Unless otherwise indicated, the address for each stockholder on this table
is c/o NEN Life Sciences, Inc., 549 Albany Street, Boston, Massachusetts 02118.
Except as otherwise noted, and subject to applicable community property laws, to
the best of our knowledge, the persons named in this table have sole voting and
investing power for all of the shares of common stock held by them.

This table lists applicable percentage ownership based on 16,066,111 shares
of common stock outstanding as of March 31, 2000 and shares of common
stock outstanding after completion of this offering. Options to purchase shares
of our common stock that are exercisable within 60 days of March 31, 2000 are
deemed to be beneficially owned by the persons holding these options for the
purpose of computing percentage ownership of that person, but are not treated as
outstanding for the purpose of computing any other person's ownership
percentage.

<TABLE>
<CAPTION>
PERCENTAGE BENEFICIALLY
OWNED
------------------------
SHARES BENEFICIALLY BEFORE AFTER
BENEFICIAL OWNER OWNED OFFERING OFFERING
- ---------------- ------------------- ---------- ----------
<S> <C> <C> <C>
5% STOCKHOLDERS:
Genstar Capital LLC(1)
555 California Street
San Francisco, CA 94104................................... 13,733,944 85.5%
StarGen II LLC
555 California Street
San Francisco, CA 94104................................... 266,056 1.7
EXECUTIVE OFFICERS AND DIRECTORS:
Russell D. Hays............................................. 111,111 *
George Uveges(2)............................................ 175,000 1.1
Daniel Calvo(2)............................................. 100,000 *
Michael Johnson(2).......................................... 105,000 *
Margaret C. Turner(2)....................................... 100,000 *
Gerald A. Moss(3)........................................... 60,000 *
Jeffrey R. Neumann, Ph.D.(4)................................ 79,000 *
Russell Garlick, Ph.D.(4)................................... 164,000 1.0
Rae G. Jones(3)............................................. 110,000 *
John L. Zabriskie, Ph.D.(5)................................. 1,883,400 11.1
Jean-Pierre L. Conte(6)..................................... 14,000,000 87.1
Richard Hoskins(6).......................................... 14,035,000 87.4
Richard D. Paterson(6)...................................... 14,000,000 87.1
Robert J. Weltman(7)........................................ -- *
All of the directors and executive officers as a group (14
persons)(8)............................................... 16,922,511 99.0
</TABLE>

- ---------------
* Less than one percent.

49
<PAGE> 53

(1) Genstar Capital LLC is the general partner of Genstar Capital Partners II,
L.P., which holds 13,733,944 shares of common stock.

(2) Includes 25,000 shares subject to currently exercisable options.

(3) Includes 10,000 shares subject to currently exercisable options.

(4) Includes 14,000 shares subject to currently exercisable options.

(5) Includes 883,400 shares subject to currently exercisable options.

(6) Includes 13,733,944 shares owned by Genstar Capital Partners II, L.P. and
266,056 shares owned by StarGen II LLC. Mr. Conte, Mr. Hoskins and Mr.
Paterson are the managers and managing directors of Genstar Capital LLC, the
general partner of Genstar Capital Partners II, L.P., and are members of
StarGen II LLC, and Mr. Paterson is the Administrative Member of StarGen II
LLC. In such capacities, Mr. Conte, Mr. Hoskins and Mr. Paterson may be
deemed to beneficially own the shares held by Genstar Capital Partners II,
L.P. and StarGen II LLC, but disclaim such beneficial ownership, except to
the extent of their economic interest therein.

(7) Mr. Weltman is a Vice President and a member (but not a managing member) of
Genstar Capital LLC and a member (but not a managing member) of StarGen II
LLC. Mr. Weltman does not have power to vote or dispose of, or to direct the
voting or disposition of, any securities beneficially owned by Genstar
Capital LLC or StarGen II LLC.

(8) Includes 1,031,400 shares subject to currently exercisable options.

50
<PAGE> 54

DESCRIPTION OF CAPITAL STOCK

The following summarizes the material provisions of our capital stock. Our
certificate of incorporation and bylaws, copies of which have been filed as
exhibits to the registration statement of which this prospectus is a part,
provide further information about our capital stock.

COMMON STOCK

As of the completion of this offering, there will be shares of common
stock, $.01 par value, authorized for issuance, and shares of such common
stock outstanding. Each holder of common stock will be entitled to one vote per
share on all matters to be voted upon by our stockholders. Subject to
preferences that may be applicable to any outstanding preferred stock, the
holders of our common stock will be entitled to receive ratably any dividends
that may be declared from time to time by our board of directors out of funds
legally available therefor. In the event of our liquidation, dissolution or
winding up, the holders of our common stock will be entitled to share ratably in
all assets remaining after payment of liabilities, subject to prior rights of
holders of preferred stock, if any, then outstanding. The common stock will have
no preemptive, conversion rights or other subscription rights. There will be no
redemption or sinking fund provisions available to the common stock. All
outstanding shares of common stock will be fully paid and non-assessable.

PREFERRED STOCK

As of the completion of the offering, we will be permitted to issue up to
shares of undesignated preferred stock in accordance with the terms of our
certificate of incorporation. Our board of directors will have the authority,
without further action by our stockholders, to issue preferred stock in one or
more series. In addition, our board of directors will be able to prescribe for
each series of preferred stock they establish, the number of shares in that
series, the number of votes, if any, to which the shares in that series are
entitled, the consideration to be received for issuance of the shares in that
series, and the designations, powers, preferences and other rights,
qualifications, limitations or restrictions of the shares in that series.

We believe that the availability of the preferred stock will provide us
with increased flexibility in structuring possible future financings and in
meeting other corporate needs that may arise. The authorized shares of preferred
stock, as well as our common stock, will be available for issuance without
further stockholder action, unless action is required by applicable law, the
rules of any stock exchange on which our securities may be listed, any
then-existing contractual restrictions or unless we are restricted by the terms
of any then-outstanding preferred stock.

Depending upon the rights prescribed for a series of preferred stock, the
issuance of preferred stock could have an adverse effect on the voting power of
the holders of common stock and could adversely affect holders of common stock
by delaying or preventing a change in control of us, making removal of our
present management more difficult or imposing restrictions upon the payment of
dividends and other distributions to the holders of common stock.

WARRANTS

In connection with our acquisition of Advanced Bioconcept in 1998, we
issued warrants to the former stockholders of Advanced Bioconcept to purchase
between 81,183 and 324,734 shares of our common stock at a purchase price of
$0.01 per share. The actual number of shares of our common stock into which the
warrants are exercisable will be determined upon the occurrence of a "liquidity
event," which is defined in the agreement governing the warrants to include an
initial public offering. We currently anticipate that in connection with this
offering, the warrants will become exercisable for 81,183 shares of our common
stock. All of such shares will be "restricted" shares in accordance with the
Securities Act of 1933; however, the holders of such shares will be entitled to
the registration rights described below under "-- Registration Rights."

51
<PAGE> 55

REGISTRATION RIGHTS

Pursuant to the terms of a Stockholders Agreement among us and our existing
stockholders, any time we register any shares of our common stock for sale in a
public offering under the U.S. Securities Act of 1933, our existing
stockholders, who hold an aggregate of 16,066,111 shares of common stock, have
the right to cause us to include their shares of common stock in such
registration, subject to standard underwriter cut-back provisions. In addition,
Genstar Capital Partners II, L.P., which owns 13,787,900 shares of common stock,
can require us to register its shares of common stock for sale under the
Securities Act on any three occasions.

CERTAIN ANTI-TAKEOVER EFFECTS OF PROVISIONS OF OUR CERTIFICATE OF INCORPORATION
AND BYLAWS AND OF DELAWARE LAW

General. Certain provisions of Delaware law and our certificate of
incorporation and bylaws could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from acquiring, control
of NEN Life Sciences. Such provisions could limit the price that certain
investors might be willing to pay in the future for shares of our common stock.
These provisions of Delaware law and our certificate of incorporation and bylaws
may also have the effect of discouraging or preventing certain types of
transactions involving an actual or threatened change of control of NEN Life
Sciences, including unsolicited takeover attempts, even though such a
transaction may offer our stockholders the opportunity to sell their stock at a
price above the prevailing market price.

Delaware Takeover Statute. Following consummation of this offering, we
will be subject to the "business combination" provisions of Section 203 of the
Delaware General Corporation Law. In general, those provisions prohibit a
publicly-held Delaware corporation from engaging in various "business
combination" transactions with any interested stockholder for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless:

- the transaction is approved by the board of directors prior to the date
the interested stockholder obtained interested stockholder status;

- upon consummation of the transaction that resulted in the stockholder's
becoming an interested stockholder, the stockholder owned at least 85% of
the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the number
of shares outstanding those shares owned by (a) persons who are directors
and also officers and (b) employee stock plans in which employee
participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange
offer; or

- on or subsequent to the date the business combination is approved by the
board of directors and approved by the affirmative vote of at least
66 2/3% of the outstanding voting stock that is not owned by the
interested stockholder. A "business combination" is defined to include
mergers, asset sales and other transactions resulting in financial
benefit to a stockholder. In general, an "interested stockholder" is a
person who (a) owns 15% or more of the corporation's voting stock; (b) is
an affiliate or associate of the corporation and was an owner of 15% or
more of the corporation's outstanding voting stock within the last three
years; or (c) is an affiliate or associate of persons described in (a) or
(b).

The statute could prohibit or delay mergers or other takeover or change in
control attempts with respect to us and, accordingly, may discourage attempts to
acquire us.

Certificate of Incorporation and Bylaws. As of the completion of this
offering, our certificate of incorporation will provide that any action to be
taken by our stockholders must be effected at an annual or special stockholder
meeting and may not be taken by written consent. Our bylaws will provide that
special meetings of our stockholders may be called by our board of directors,
our Chairman of the Board or our President. Our bylaws also will require advance
written notice by a stockholder of a proposal or director nomination that such
stockholder desires to present at an annual or special stockholders meeting.
These
52
<PAGE> 56

provisions will delay consideration of a stockholder proposal until the next
annual meeting unless a special meeting is called by our board.

As of the completion of this offering, our bylaws will provide that the
authorized number of directors may be changed by an amendment to our bylaws
adopted by our board or by our stockholders. Vacancies on our board may be
filled by a majority of directors in office, although less than a quorum. Our
certificate of incorporation will provide for a staggered board. Under a
staggered board, each director is designated to one of three categories. Each
year the directors' positions in one of the three categories are subject to
election so that it would take three years to replace the entire board, absent
resignation or premature expiration of a director's term, which may have the
effect of deterring a hostile takeover or delaying or preventing changes in
control or management of NEN Life Sciences.

TRANSFER AGENT AND REGISTRAR

has been appointed as transfer agent and registrar for our
common stock.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have outstanding shares of
common stock, assuming no exercise of the underwriters' over-allotment option.
Excluding the shares of common stock offered by NEN Life Sciences in this
offering and assuming no exercise of the underwriters' over-allotment option, as
of the date of this prospectus, there will be shares of common stock
outstanding, all of which are restricted shares under the Securities Act. There
are also outstanding warrants to purchase 81,183 shares of common stock. All
restricted shares are subject to lock-up agreements with the underwriters
pursuant to which the holders of the restricted shares have agreed not to sell,
pledge or otherwise dispose of such shares for a period of 180 days after the
date of this prospectus. Beginning 180 days after the effective date of this
registration statement, all of such restricted shares will become available for
sale at various times pursuant to Rule 144 of the Securities Act. The general
provisions of Rule 144 are described below. All of the restricted shares that
will become available for sale in the public market beginning 180 days after the
effective date will be subject to volume and other resale restrictions pursuant
to Rule 144 because the holders are affiliates of NEN Life Sciences. Credit
Suisse First Boston Corporation may release the shares subject to the lock-up
agreements in whole or in part at any time with or without notice.

In general, under Rule 144, an affiliate of NEN, or a person, or persons
whose shares are aggregated, who has beneficially owned restricted shares for at
least one year, will be entitled to sell in any three-month period a number of
shares that does not exceed the greater of 1% of the then outstanding shares of
our common stock, approximately shares immediately after this offering,
assuming no exercise of the underwriters' over-allotment option, or the average
weekly trading volume during the four calendar weeks preceding the date on which
notice of the sale is filed with the Securities and Exchange Commission. Sales
pursuant to Rule 144 are subject to requirements relating to manner of sale,
notice and availability of current public information about us. A person, or
persons whose shares are aggregated, who is not deemed to have been an affiliate
of NEN at any time during the 90 days immediately preceding the sale, and who
has beneficially owned his or her shares for at least two years, is entitled to
sell such shares pursuant to Rule 144(k) without regard to the limitations
described above.

We intend to file, within 180 days after the date of this prospectus, a
Form S-8 registration statement under the Securities Act of 1933 to register
shares issued pursuant to our equity compensation plan and shares issued in
connection with option exercises. Shares of common stock issued pursuant to our
equity compensation plan or upon exercise of options after the effective date of
the Form S-8 will be available for sale in the public market, subject to Rule
144 volume limitations applicable to affiliates and lock-up agreements.

53
<PAGE> 57

LOCK-UP AGREEMENTS

All officers and directors and certain other holders of our common stock
and options to purchase common stock, who collectively own shares of common
stock and options to purchase shares of common stock, have agreed pursuant
to lock-up agreements that, among other things, they will not offer, sell,
contract to sell, pledge, grant any option to sell, or otherwise dispose of,
directly or indirectly, any shares of common stock or securities convertible or
exchangeable for common stock, or warrant or other rights to purchase common
stock for a period of 180 days after the date of this prospectus without the
prior written consent of Credit Suisse First Boston Corporation.

54
<PAGE> 58

UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting
agreement dated , 2000, we have agreed to sell to the underwriters
named below, for whom Credit Suisse First Boston Corporation and ING Barings LLC
are acting as representatives, the following respective numbers of shares of
common stock:

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
----------- -----------
<S> <C>
Credit Suisse First Boston Corporation......................
ING Barings LLC.............................................

-----------
Total.............................................
===========
</TABLE>

The underwriting agreement provides that the underwriters are obligated to
purchase all of the shares of common stock in the offering if any are purchased,
other than those shares covered by the over-allotment option described below.
The underwriting agreement also provides that if an underwriter defaults, the
purchase commitments of non-defaulting underwriters may be increased or the
offering of common stock may be terminated.

We have granted to the underwriters a 30-day option to purchase on a pro
rata basis up to
additional shares at the initial public offering price less the underwriting
discounts and commissions. The option may be exercised only to cover any
over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a concession of $ per share. The
underwriters and selling group members may allow a discount of $ per share
on sales to other broker/dealers. After the initial public offering, the public
offering price and concession and discount to broker/dealers may be changed by
the representatives.

The following table summarizes the compensation and estimated expenses we
will pay:

<TABLE>
<CAPTION>
PER SHARE TOTAL
------------------------------- -------------------------------
WITHOUT WITH WITHOUT WITH
OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Underwriting Discounts and
Commissions paid by us........... $ $ $ $
Expenses payable by us............. $ $ $ $
</TABLE>

The underwriters have informed us that they do not expect discretionary
sales to exceed 5% of the shares of common stock offered.

We have agreed that we will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Securities and
Exchange Commission a registration statement under the Securities Act relating
to, any shares of our common stock or securities convertible into or
exchangeable or exercisable for any of our common stock, or publicly disclose
the intention to make any such offer, sale, pledge, disposition or filing,
without the prior written consent of Credit Suisse First Boston Corporation for
a period of 180 days after the date of this prospectus.

Our officers, directors and existing stockholders have agreed that they
will not offer, sell, contract to sell, pledge or otherwise dispose of, directly
or indirectly, any shares of our common stock or securities

55
<PAGE> 59

convertible into or exchangeable or exercisable for any shares of our common
stock, enter into a transaction which would have the same effect, or enter into
any swap, hedge or other arrangement that transfers, in whole or in part, any of
the economic consequences of ownership of our common stock, whether any such
aforementioned transaction is to be settled by delivery of our common stock or
such other securities, in cash or otherwise, or publicly disclose the intention
to make any such offer, sale, pledge or disposition, or to enter into any such
transaction, swap, hedge or other arrangement, without in each case, the prior
written consent of Credit Suisse First Boston Corporation for a period of 180
days after the date of this prospectus.

The underwriters have reserved for sale, at the initial public offering
price, up to shares of common stock for employees, directors and other
persons associated with us who have expressed an interest in purchasing common
stock in the offering. The number of shares available for sale to the general
public in this offering will be reduced to the extent those persons purchase
these reserved shares. Any reserved shares not so purchased will be offered by
the underwriters to the general public on the same terms as the other shares.

We have agreed to indemnify the underwriters against liabilities under the
Securities Act or to contribute to payments which the underwriters may be
required to make in that respect.

We have applied to list the shares of common stock on The Nasdaq Stock
Market's National Market under the symbol "NENL."

Prior to this offering, there has been no public market for our common
stock. The initial public offering price will be determined by negotiation
between us and the underwriters. The principal factors to be considered in
determining the public offering price will include:

- the information presented in this prospectus and otherwise available to
the underwriters;

- the history of and prospects for the industry in which we compete;

- the ability of our management;

- the prospects for our future earnings;

- the present state of our development and our current financial condition;

- the recent market prices of, and the demand for, publicly traded common
stock of generally comparable companies; and

- the general condition of the securities markets at the time of this
offering.

We can offer no assurances that the initial public offering price will
correspond to the price at which the common stock will trade in the public
market subsequent to the offering or that an active trading market for the
common stock will develop and continue after the offering.

The representatives may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act of 1934:

- Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.

- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.

- Syndicate covering transactions involve purchases of the common stock in
the open market after the distribution has been completed in order to
cover syndicate short positions.

- Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the common stock originally sold by such
syndicate member is purchased in a syndicate covering transaction to
cover syndicate short positions.

56
<PAGE> 60

These stabilizing transactions, syndicate covering transactions and penalty bids
may cause the price of the common stock to be higher than it would otherwise be
in the absence of such transactions. These transactions may be effected on The
Nasdaq Stock Market's National Market or otherwise and, if commenced, may be
discontinued at any time.

Credit Suisse First Boston Corporation, through two wholly owned investment
funds, holds an approximate 13% limited partnership interest in Genstar Capital
Partners II, L.P., which holds 85.5% of our common stock. In addition, Credit
Suisse First Boston is the administrative agent and an approximate 8.4% member
of a group of lenders for our bank credit facility, all amounts outstanding
under which will be repaid with a portion of the proceeds of this offering. See
"Use of Proceeds."

A prospectus in electronic format may be made available on the web sites
maintained by one or more of the underwriters participating in this offering.
The representatives may agree to allocate a number of shares to underwriters for
sale to their online brokerage account holders. Internet distributions will be
allocated by the underwriters that will make internet distributions on the same
basis as other allocations.

NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of common stock are effected. Accordingly, any resale of the common stock
in Canada must be made in accordance with applicable securities laws which will
vary depending on the relevant jurisdiction, and which may require resales to be
made in accordance with available statutory exemptions or pursuant to a
discretionary exemption granted by the applicable Canadian securities regulatory
authority. Purchasers are advised to seek legal advice prior to any resale of
the common stock.

REPRESENTATIONS OF PURCHASERS

Each purchaser of common stock in Canada who receives a purchase
confirmation will be deemed to represent to us and the dealer from whom the
purchase confirmation is received that (i) the purchaser is entitled under
applicable provincial securities laws to purchase the common stock without the
benefit of a prospectus qualified under the securities laws, (ii) where required
by law, that the purchaser is purchasing as principal and not as agent, and
(iii) the purchaser has reviewed the text above under "Resale Restrictions."

RIGHTS OF ACTION (ONTARIO PURCHASERS)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Canadian purchasers to effect service of process within Canada upon the
issuer or these persons. All or a substantial portion of the assets of the
issuer and these persons may be located outside of Canada and, as a result, it
may not be possible to satisfy a judgment against the issuer or these persons in
Canada or to enforce a judgment obtained in Canadian courts against the issuer
or these persons outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that the purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by such purchaser in this offering. This report must be in
the form attached to British Columbia Securities Commission Blanket Order BOR
#95/17, a copy of which

57
<PAGE> 61

may be obtained from us. Only one report must be filed in respect of common
stock acquired on the same date and under the same prospectus exemption.

TAXATION AND ELIGIBILITY FOR INVESTMENT

Canadian purchasers of common stock should consult with their own legal and
tax advisors with respect to the tax consequences of an investment in our common
stock in their particular circumstances and with respect to the eligibility of
our common stock for investment by the purchaser under relevant Canadian
legislation.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for NEN Life Sciences by Latham & Watkins, San Francisco, California.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts, is
acting as counsel for the underwriters in connection with this offering.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule for the period July 1, 1997 through December
31, 1997, and as of and for the years ended December 31, 1998 and 1999, as set
forth in their report. We have included our consolidated financial statements
and schedule in this prospectus and elsewhere in the registration statement in
reliance on Ernst & Young LLP's report, given on their authority as experts in
accounting and auditing.

The combined financial statements of the NEN Life Science business of the
Medical Products division of E.I. du Pont de Nemours and Company for the period
January 1, 1997 to June 30, 1997, included in this registration statement, have
been so included in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act of 1933 with respect to the
shares of common stock offered by this prospectus. This prospectus does not
contain all the information set forth in the registration statement, certain
portions of which are omitted as permitted by the rules and regulations of the
Securities and Exchange Commission. For further information about us and the
shares offered by this prospectus, you should refer to the registration
statement, including the exhibits and schedules filed with the registration
statement. You may obtain copies of the registration statement of which this
prospectus is a part, together with such exhibits and schedules, upon payment of
the fee prescribed by the Securities and Exchange Commission, or you may examine
these documents without charge at the office of the Securities and Exchange
Commission.

After the offering is completed, we will be subject to the informational
requirements of the Securities Exchange Act of 1934 and will be required to file
annual and quarterly reports, proxy statements and other information with the
Securities and Exchange Commission. You can inspect and copy reports and other
information we file with the Securities and Exchange Commission at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may also obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0300. The Securities and Exchange
Commission also maintains an Internet site at http://www.sec.gov that contains
reports, proxy and information statements regarding companies, including NEN
Life Sciences, that file electronically with the Commission.

58
<PAGE> 62

NEN LIFE SCIENCES, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
NEN LIFE SCIENCES, INC.:
Report of Ernst & Young LLP, Independent Auditors........... F-2
Consolidated Balance Sheets as of December 31, 1998 and
1999...................................................... F-3
Consolidated Statements of Operations for the period from
July 1, 1997 through December 31, 1997 and the years ended
December 31, 1998 and 1999................................ F-4
Consolidated Statements of Changes in Stockholders' Equity
for the period from July 1, 1997 through December 31, 1997
and the years ended December 31, 1998 and 1999............ F-5
Consolidated Statements of Cash Flows for the period from
July 1, 1997 through December 31, 1997 and the years ended
December 31, 1998 and 1999................................ F-6
Notes to Consolidated Financial Statements.................. F-7
NEN LIFE SCIENCE PRODUCTS (A DIVISION OF E.I. DU PONT DE
NEMOURS AND COMPANY):
Report of PricewaterhouseCoopers LLP, Independent
Accountants............................................... F-23
Combined Statement of Operations for the six months ended
June 30, 1997............................................. F-24
Notes to Combined Financial Statements...................... F-25
</TABLE>

F-1
<PAGE> 63

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors
NEN Life Sciences, Inc.

We have audited the accompanying consolidated balance sheets of NEN Life
Sciences, Inc. (the Company) as of December 31, 1998 and 1999, and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the period from July 1, 1997 through December 31, 1997 and the years
ended December 31, 1998 and 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of NEN Life
Sciences, Inc. at December 31, 1998 and 1999, and the consolidated results of
its operations and its cash flows for the period from July 1, 1997 through
December 31, 1997 and the years ended December 31, 1998 and 1999, in conformity
with accounting principles generally accepted in the United States.

/s/ ERNST & YOUNG LLP
--------------------------------------

March 10, 2000
Boston, Massachusetts

F-2
<PAGE> 64

NEN LIFE SCIENCES, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31
------------------
1998 1999
------- -------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 1,447 $ 888
Accounts receivables less allowances ($1,101 at December
31, 1998; $1,508 at December 31, 1999)................. 14,908 17,602
Inventories............................................... 8,543 10,321
Prepaid expenses.......................................... 1,973 1,132
Deferred income taxes..................................... 2,077 2,318
Other current assets...................................... 2,986 1,294
------- -------
Total current assets.............................. 31,934 33,555
Property, plant and equipment, net.......................... 36,555 34,253
Investments................................................. 502 14,941
Goodwill and other intangible assets........................ 11,520 14,512
Deferred income taxes....................................... 6,648 --
Other....................................................... 2,456 2,181
------- -------
Total assets...................................... $89,615 $99,442
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 7,686 $ 8,446
Accrued expenses.......................................... 9,922 14,469
Current maturities of long-term debt...................... -- 3,402
------- -------
Total current liabilities......................... 17,608 26,317
Long-term debt, net of current portion...................... 53,168 41,647
Other long-term liabilities................................. 10,353 4,142
Deferred income taxes....................................... -- 2,218
Commitments and contingencies............................... -- --
Stockholders' equity:
Class A common stock, par value $.01 per share authorized
20,000,000 shares; 16,035,000 shares issued as of
December 31, 1998 and 1999............................. 161 161
Class B common stock, par value $.01 per share, authorized
20,000,000 shares; none issued or outstanding.......... -- --
Additional paid-in capital.................................. 16,333 16,333
Retained earnings (deficit)................................. (7,930) 9,039
Treasury stock, at cost (80,000 shares)..................... -- (80)
Accumulated other comprehensive loss........................ (78) (335)
------- -------
Total stockholders' equity........................ 8,486 25,118
------- -------
Total liabilities and stockholders' equity........ $89,615 $99,442
======= =======
</TABLE>

See notes to consolidated financial statements.
F-3
<PAGE> 65

NEN LIFE SCIENCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PERIOD FROM
JULY 1, 1997
THROUGH YEAR ENDED DECEMBER 31
DECEMBER 31, -----------------------
1997 1998 1999
------------ --------- ----------
<S> <C> <C> <C>
Net sales.................................................. $45,415 $94,784 $103,854
Cost of sales.............................................. 21,616 41,148 44,808
------- ------- --------
Gross profit............................................... 23,799 53,636 59,046
Selling and marketing expenses............................. 9,547 22,813 24,122
General and administrative expenses........................ 6,330 13,891 12,354
Research and development expenses.......................... 3,482 8,740 9,422
Purchased in-process research and development.............. 10,000 1,200 --
------- ------- --------
Operating profit (loss).................................... (5,560) 6,992 13,148
Other expenses (income):
Gain on termination of pension and retiree healthcare
plans................................................. -- -- (11,014)
Unrealized gain on warrant............................... -- -- (10,079)
Interest expense......................................... 3,626 5,225 5,074
Interest income.......................................... (463) (343) (247)
Foreign currency exchange loss........................... 277 148 419
Amortization and other................................... 793 984 1,198
------- ------- --------
Income (loss) before income tax expense (benefit).......... (9,793) 978 27,797
Income tax expense (benefit)............................... (1,124) 80 10,828
------- ------- --------
Net income (loss).......................................... $(8,669) $ 898 $ 16,969
======= ======= ========
Net income (loss) per share:
Basic.................................................... $ (.57) $ .06 $ 1.06
======= ======= ========
Diluted.................................................. $ (.57) $ .06 $ 1.02
======= ======= ========
</TABLE>

See notes to consolidated financial statements.
F-4
<PAGE> 66

NEN LIFE SCIENCES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
ACCUMULATED NET
ADDITIONAL RETAINED OTHER COMPREHENSIVE
COMMON PAID-IN EARNINGS TREASURY COMPREHENSIVE INCOME
STOCK CAPITAL (DEFICIT) STOCK LOSS TOTAL (LOSS)
------ ---------- --------- -------- ------------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A common stock issued at
inception......................... $ 2 $14,998 $15,000
Class A common stock issued July 2
through December 31, 1997......... 830 830
Net loss for the period July 1
through December 31, 1997......... (8,669) (8,669) $ (8,669)
--------
Net comprehensive loss.............. $ (8,669)
---- ------- -------- ------- ========
Balance at December 31, 1997.......... 2 15,828 (8,669) 7,161
Class A common stock issued......... 205 205
Stock dividend...................... 159 (159)
Issuance of equity warrant in
connection with the ABL
acquisition....................... 300 300
Net income for the year ended
December 31, 1998................. 898 898 $ 898
Loss on foreign exchange
contracts......................... $ (78) (78) (78)
--------
Net comprehensive income............ $ 820
---- ------- -------- ----- ------- ========
Balance at December 31, 1998.......... 161 16,333 (7,930) (78) 8,486
Purchase of 80,000 shares........... $(80) (80)
Net income for the year ended
December 31, 1999................. 16,969 16,969 $ 16,969
Loss on foreign exchange
contracts......................... (257) (257) (257)
--------
Net comprehensive income............ $ 16,712
---- ------- -------- ---- ----- ------- ========
Balance at December 31, 1999.......... $161 $16,333 $ 9,039 $(80) $(335) $25,118
==== ======= ======== ==== ===== =======
</TABLE>

See notes to consolidated financial statements.
F-5
<PAGE> 67

NEN LIFE SCIENCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
PERIOD FROM
JULY 1, 1997
THROUGH YEAR ENDED DECEMBER 31
DECEMBER 31, -----------------------
1997 1998 1999
---------------- ---------- ----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)...................................... $ (8,669) $ 898 $ 16,969
Adjustments to reconcile net income (loss) to cash
provided by operating activities:
Loss on foreign currency transactions............... 115 148 229
Depreciation and amortization....................... 2,450 5,518 6,867
Gain on termination of pension and retiree
healthcare plans.................................. -- -- (11,014)
Unrealized gain on warrant.......................... -- -- (10,079)
Loss on disposal of fixed assets.................... -- -- 30
Charge for purchased in-process research and
development....................................... 10,000 1,200 --
Deferred income taxes............................... (2,284) (691) 8,588
Cash (used in) provided by:
Accounts receivable............................... 272 (1,123) (3,286)
Due to/from DuPont................................ 965 (242) 934
Inventories....................................... 4,056 99 (1,813)
Prepaid expenses and other current assets......... (2,179) (1,863) 1,621
Accounts payable.................................. 7,940 4,265 951
Accrued expenses.................................. 248 371 3,636
Other............................................. 1,514 2,287 1,509
-------- -------- --------
Net cash provided by operating activities...... 14,428 10,867 15,142

FINANCING ACTIVITIES
Long-term debt borrowings.............................. 70,000 3,100 --
Principal payments on long-term debt................... (10,000) (10,336) (8,101)
Proceeds from issuance of common stock................. 15,830 205 --
Acquisition of treasury stock.......................... -- -- (80)
-------- -------- --------
Net cash provided by (used in) financing
activities................................... 75,830 (7,031) (8,181)

INVESTING ACTIVITIES
Capital expenditures................................... (1,003) (9,296) (3,314)
Investments and intangibles............................ -- (503) (2,995)
Acquisition of NEN assets.............................. (84,289) 6,588 --
Acquisition of ABL..................................... -- (4,446) (1,275)
-------- -------- --------
Net cash used in investing activities.......... (85,292) (7,657) (7,584)
-------- -------- --------
Net change in cash and cash equivalents........ 4,966 (3,821) (623)

Effect of exchange rate changes on cash and cash
equivalents............................................ 162 140 64
Cash and cash equivalents at beginning of period......... -- 5,128 1,447
-------- -------- --------
Cash and cash equivalents at end of period............... $ 5,128 $ 1,447 $ 888
======== ======== ========

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid.......................................... $ 2,388 $ 5,518 $ 4,504
Income taxes paid...................................... 2,176 1,205 478

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Warrant issued as part of acquisition.................. -- 300 --
Warrant received as part of strategic agreement........ -- -- 4,358
</TABLE>

See notes to consolidated financial statements.
F-6
<PAGE> 68

NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

NEN Life Sciences, Inc. (NEN or the Company) designs, manufactures and
markets in-vitro biochemicals (chemical and biological testing products,
radioactive isotopes and radioactively and non-radioactively labeled reagents)
for labeling and detection in research and clinical diagnostic applications for
academic, government, industrial, pharmaceutical and clinical research
laboratories worldwide.

In April 2000, the Company changed its name from NEN Holding, Inc. to NEN
Life Sciences, Inc.

Principles of Consolidation

The consolidated financial statements include the accounts of all
subsidiaries of the Company. All significant intercompany transactions are
eliminated. NEN has determined that the U.S. dollar is the functional currency
of its worldwide operations and that the functional currency determination is
appropriate to the economic environment in which NEN operates. The financial
data of foreign subsidiaries is translated using current exchange rates at the
end of the year for balance sheet accounts, except for inventories and property,
plant and equipment, which are translated at historical rates, and average
exchange rates for operations, except for expenses related to balance sheet
amounts that are translated at historical rates. Translation and transaction
gains and losses are reflected in the statements of operations.

The Company was incorporated in March 1997 and was inactive until the
acquisition of the NEN Life Science Products business from E.I. du Pont de
Nemours and Company (DuPont) on July 1, 1997, as described in Note 12.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue from product sales when goods are shipped to
customers and provides for estimated returns and allowances. Proceeds received
in advance of product shipment are recorded as deferred revenue in the balance
sheet until the products are shipped.

Research and Development Expenses

Research and development costs are charged to expense as incurred.

Advertising

Advertising costs are expensed as incurred and are included in selling and
marketing expense. Advertising expense for the period July 1, 1997 through
December 31, 1997 (the 1997 Period), 1998 and 1999 amounted to $786,000,
$2,113,000 and $1,334,000, respectively.

F-7
<PAGE> 69
NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Income Taxes

The Company uses the liability method in measuring the provision for income
taxes and recognizing deferred tax assets and liabilities in the balance sheet.
The liability method requires that deferred income taxes reflect the tax
consequences of currently enacted rates for differences between the tax and
financial reporting basis of assets and liabilities. A valuation allowance is
provided for deferred tax assets if it is more likely than not these items will
either expire before the Company is able to realize their benefit, or that
future deductibility is uncertain.

Earnings Per Share

Basic earnings per share have been computed based on the weighted-average
number of common shares outstanding during the period. Diluted earnings per
share have been computed based upon the weighted-average number of common shares
outstanding during the year, adjusted for the dilutive effect of shares issuable
upon the exercise of stock options and warrants determined based upon the
average market price for the period.

Cash Equivalents

Cash equivalents are stated at cost plus accrued interest, which
approximates market. The Company considers all highly liquid investments with a
maturity of 90 days or less when purchased to be cash equivalents.

Concentration of Credit Risk

The Company invests its excess cash in both deposits with major banks
throughout the world and in a U.S. government security-based money market fund.
The Company has not incurred any related losses. The carrying amount of cash
equivalents approximates fair value. No cash equivalents were held at December
31, 1998. At December 31, 1999, $467,000 in cash equivalents were held.

The Company sells a broad range of products in many countries of the world.
Concentrations of credit risk with respect to trade receivables are limited due
to the large number of customers comprising the Company's customer base. Ongoing
credit evaluations of customers' financial condition are performed and,
generally, no collateral is required. The Company maintains reserves for
potential credit losses and such losses, in the aggregate, have not exceeded
management's expectations.

Inventories

Inventories are stated at the lower of cost or market with cost determined
by the first-in, first-out, (FIFO) method. Market costs are based on the lower
of replacement cost or estimated net realizable value.

Property and Equipment

Property and equipment are stated on the basis of cost. The Company
principally uses the straight-line method of depreciation for financial
reporting purposes to amortize the cost of the assets over their estimated
useful lives. Upon disposal of property, plant and equipment, the cost of the
asset and the related accumulated depreciation are removed from the accounts and
the resulting gain or loss is reflected in earnings. Fully depreciated assets
are not removed from the accounts until physical disposition. Expenditures for
maintenance and repairs are charged to expense as incurred.

F-8
<PAGE> 70
NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Capitalized Interest

Interest in the amount of $257,000 was capitalized in 1998 in connection
with the Company's development of computer software for internal use. No
interest was capitalized in 1999 or the 1997 Period. The amount capitalized was
computed by applying the effective interest rate on the Company's borrowings to
the amount of cost capitalized on the project until implementation. Costs
incurred relating to development of the information technology project were
approximately $.6 million and $11.2 million in the 1997 Period and 1998,
respectively, of which an aggregate of approximately $7.5 million was
capitalized and is being amortized over the useful lives of the related hardware
and software.

Goodwill and Other Intangible Assets

The excess of aggregate purchase price over the fair value of net assets
acquired is amortized by use of the straight-line method for periods of 20 years
(in the case of the acquisition of Advanced Bioconcept described in Note 11) and
40 years (in the case of the acquisition of the NEN Life Science Products
business described in Note 12).

The cost of patents acquired as part of the July 1, 1997 purchase of the
NEN business from DuPont are being amortized over the average estimated
remaining economic life of the patents acquired (seven years). Costs of other
intangibles, principally patents, acquired or internally developed subsequent to
July 1, 1997, are being amortized over the estimated useful life of the items.

License agreements and other intangibles are amortized on a straight-line
basis over the estimated useful lives of the assets.

Long-Lived Assets

NEN continually evaluates the reasonableness of its amortization of
intangibles and depreciation of property, plant and equipment. If it becomes
probable that expected future undiscounted cash flows associated with the asset
are less than the carrying value, the asset is written down to fair value. Based
on the Company's review as of December 31, 1999, no impairment was evident.

Environmental Matters

Accruals for environmental matters are recorded as an expense when it is
probable that a liability has been incurred and the amount of the liability can
be reasonably estimated. The Company accrues its estimate of the costs to
dispose of both radioactive and other hazardous wastes resulting from various
production processes as the waste is generated.

Liabilities related to future remediation costs are recorded when
environmental assessments and/or clean ups are probable, and the cost can be
reasonably estimated. Other than for assessments, the timing and magnitude of
these accruals is generally based on the Company's commitment to a formal plan
of action such as an approved remediation plan.

The Company utilizes a $5.6 million letter of credit to collaterize its
potential obligation for decommissioning its Boston and Billerica, Massachusetts
sites, should such decommissioning be required. Management does not expect any
material loss to result from the letter of credit because performance is not
expected to be required, and, therefore, is of the opinion that the fair value
of these instruments is zero.

Stock-Based Compensation

The Company has elected to follow Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees (APB 25), and related
interpretations in accounting for its employee stock
F-9
<PAGE> 71
NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

options. Under APB 25, when the exercise price of employee stock options equals
the market price of the underlying stock on the date of grant, no compensation
expense is recorded. The Company has adopted the disclosure-only provisions of
Statement of Financial Accounting Standard No. 123, Accounting for Stock-Based
Compensation. (See Note 10).

Recently Issued Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board issued Statement No.
130, Reporting Comprehensive Income (Statement 130), which became effective for
the Company in 1998. Statement 130 requires that an enterprise classify items of
other comprehensive income, as defined therein, by their nature in a financial
statement and display the accumulated balance of other comprehensive income
separately from retained earnings and additional paid in capital in the equity
section of the balance sheet.

In March 1998, the Accounting Standards Executive Committee of the AICPA
issued Statement of Position (SOP) 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. The SOP, which was adopted by
the Company in March 1998, requires capitalization of certain costs incurred in
connection with developing or obtaining internal use software. In the prior
year, the Company capitalized such costs on a basis consistent with SOP 98-1.

In June 1998, the Financial Accounting Standards Board issued Statement No.
133, Accounting for Derivative Instruments and Hedging Activities(Statement
133). The Statement requires the Company to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be adjusted to
fair value through income. If the derivative is a hedge, depending on the nature
of the hedge, changes in the fair value of derivatives are either offset against
the change in fair value of assets, liabilities, or firm commitments through
earnings or recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. The Company adopted Statement
133 in September 1998 in connection with its execution of a series of foreign
exchange hedging transactions, as described in Note 9. The Company did not have
any significant hedging activity prior to that date. The Company received a
warrant in 1999 in connection with a strategic business relationship (see Note
9). The warrant is a derivative under Statement 133.

The adoption of Statement 133 in September 1998 and the foreign exchange
hedging transaction described in Note 9 resulted in comprehensive income being
recorded in September 1998. The Company has no other elements of comprehensive
income.

Reclassifications

Certain reclassifications have been made to the prior years' consolidated
financial statements to conform to the presentation used for the year ended
December 31, 1999.

2. INVENTORIES

Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31
-----------------
1998 1999
------ -------
<S> <C> <C>
Finished products......................................... $1,834 $ 2,561
Work in process........................................... 5,290 6,332
Raw material.............................................. 1,419 1,428
------ -------
$8,543 $10,321
====== =======
</TABLE>

F-10
<PAGE> 72
NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following (in thousands):

<TABLE>
<CAPTION>
ESTIMATED DECEMBER 31
USEFUL LIVES -------------------
(YEARS) 1998 1999
------------ ------- --------
<S> <C> <C> <C>
Land.................................. $ 2,250 $ 2,250
Buildings and improvements............ 10 to 40 6,331 6,699
Equipment............................. 3 to 15 34,435 37,339
------- --------
43,016 46,288
Less allowance for depreciation....... (6,461) (12,035)
------- --------
$36,555 $ 34,253
======= ========
</TABLE>

Depreciation expense for the 1997 Period, 1998 and 1999 was $1,995,000,
$4,513,000 and $5,589,000, respectively.

In addition, the Company leases production and office space and equipment
under various cancelable and non-cancelable operating leases. Rental expense for
the 1997 Period, 1998 and 1999 was approximately $133,000, $385,000 and
$701,000, respectively.

At December 31, 1999, aggregate minimum annual rental commitments under
operating leases with initial or remaining non-cancelable lease terms of one
year or more consisted of the following (in thousands):

<TABLE>
<S> <C>
2000........................................................ $ 926
2001........................................................ 875
2002........................................................ 563
2003........................................................ 284
2004........................................................ 197
Thereafter.................................................. 192
------
$3,037
======
</TABLE>

F-11
<PAGE> 73
NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets consist of the following (in
thousands):

<TABLE>
<CAPTION>
DECEMBER 31
------------------
1998 1999
------- -------
<S> <C> <C>
Goodwill -- gross........................................ $ 6,513 $ 7,789
Less accumulated amortization............................ (150) (412)
------- -------
Goodwill -- net.......................................... 6,363 7,377

Patents and trademarks -- gross.......................... 6,370 6,370
Less accumulated amortization............................ (1,324) (2,233)
------- -------
Patents and trademarks -- net............................ 5,046 4,137

License agreements and other intangibles -- gross........ 151 3,146
Less accumulated amortization............................ (40) (148)
------- -------
License agreements and other intangibles -- net.......... 111 2,998
------- -------

Total intangible assets -- gross......................... 13,034 17,305
Less accumulated amortization............................ (1,514) (2,793)
------- -------

Total intangible assets -- net........................... $11,520 $14,512
======= =======
</TABLE>

Amortization expense for the 1997 Period, 1998 and 1999 was $455,000,
$939,000 and $1,279,000, respectively.

5. CURRENT LIABILITIES

Accrued expenses consist of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31
-----------------
1998 1999
------ -------
<S> <C> <C>
Accrued salaries and wages................................ $4,297 $ 6,390
Accrued income taxes...................................... 388 2,202
Deferred revenue.......................................... - 867
Accrued royalties......................................... 199 730
Accrued professional fees................................. 2,188 594
Accrued interest.......................................... 395 531
Accrued waste disposal.................................... 375 418
Accrued freight........................................... 224 621
Other..................................................... 1,856 2,116
------ -------
$9,922 $14,469
====== =======
</TABLE>

6. LONG-TERM OBLIGATIONS, BANK CREDIT ARRANGEMENTS AND COMMITMENTS

The Company has available a term loan facility ($50 million outstanding at
December 31, 1998 and $45 million outstanding at December 31, 1999) with varying
maturities through 2005, and a revolving credit agreement for $20 million
expiring in 2002 to support overall working capital needs. There were no
borrowings outstanding under the revolving credit agreement at December 31, 1999
($3.1 million was outstanding at December 31, 1998). The agreement contains
various market rate borrowing options for the

F-12
<PAGE> 74
NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

term loans and revolver (which range from base rate plus 1.75% to 2.25% or LIBOR
plus 2.75% to 3.25%) and is secured by all of the Company's assets. At December
31, 1999, the interest rates ranged from 8.94% to 9.75%. Financial covenants
limit the Company's borrowing capacity, require minimum EBITDA, interest
coverage and fixed coverage ratios, and restrict capital expenditures and
dividend payments.

The Company estimates that the fair value of its long-term debt at December
31, 1998 and 1999 approximates its carrying value because the debt bears
interest at or near market rates for similar issues.

Maturities of long-term debt, including the current portion for the five
years following December 31, 1999 are as follows: $3.4 million in 2000, $5.8
million in 2001, $4.9 million in 2002, $3.7 million in 2003, $18.8 million in
2004 and $8.5 million in 2005.

The Company has entered into various agreements which require the Company
to pay a specific percentage of product sales and/or a minimum royalty. These
agreements have different terms (expirations through 2022), include a variety of
renewal options and were acquired directly by NEN or via assignment as a result
of the acquisition of the NEN Life Science Products Business described in Note
12. Expense under these agreements are recognized on an as-earned basis and
recorded in the period earned as a component of cost of sales. Expense
associated with these agreements was approximately $137,000 in the 1997 Period,
$942,000 in 1998 and $2,268,000 in 1999.

7. INCOME TAXES

The components of income (loss) before income tax expense (benefit)
consisted of the following (in thousands):

<TABLE>
<CAPTION>
JULY 1, 1997 YEAR ENDED
THROUGH DECEMBER 31
DECEMBER 31 -----------------
1997 1998 1999
------------ ------ -------
<S> <C> <C> <C>
United States................................ $(10,378) $1,777 $27,247
Foreign...................................... 585 (799) 550
-------- ------ -------
$ (9,793) $ 978 $27,797
======== ====== =======
</TABLE>

The provision for (benefit from) income taxes is as follows (in thousands):

<TABLE>
<CAPTION>
JULY 1, 1997 YEAR ENDED
THROUGH DECEMBER 31
DECEMBER 31 ----------------
1997 1998 1999
------------ ----- -------
<S> <C> <C> <C>
Current:
Federal..................................... $ 709 $ 344 $ 1,678
State....................................... 181 46 21
Foreign..................................... 270 326 371
------- ----- -------
1,160 716 2,070
Deferred:
Federal..................................... (1,745) (311) 6,744
State....................................... (539) (325) 1,977
Foreign..................................... - - 37
------- ----- -------
(2,284) (636) 8,758
------- ----- -------
$(1,124) $ 80 $10,828
======= ===== =======
</TABLE>

F-13
<PAGE> 75
NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A reconciliation between the provision for (benefit from) income taxes and
the amount computed through the application of the U.S. statutory tax rate (34%
for the 1997 Period and 1998 and 35% for 1999) to income (loss) before income
tax expense (benefit) taxes is as follows (in thousands):

<TABLE>
<CAPTION>
JULY 1, 1997 YEAR ENDED
THROUGH DECEMBER 31
DECEMBER 31 ----------------
1997 1998 1999
------------ ----- -------
<S> <C> <C> <C>
Income tax expense (benefit) at statutory
rate........................................ $(3,330) $ 332 $ 9,729
Add (deduct):
In-process research and development......... 2,064 -- --
Research and development tax credits........ -- (388) (465)
State income taxes, net of federal income
tax benefit.............................. (237) (200) 1,299
Other items................................. 379 336 265
------- ----- -------
$(1,124) $ 80 $10,828
======= ===== =======
</TABLE>

Deferred income taxes for 1998 and 1999 reflect the impact of temporary
differences between amounts of assets and liabilities for financial reporting
purposes and such amounts as measured by tax laws. Deferred tax assets
(liabilities) are as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31
------------------
1998 1999
------- -------
<S> <C> <C>
Deferred tax assets:
Net operating loss and tax credit carryforwards........ $ 2,521 $ 2,390
Intangible assets...................................... 2,245 2,106
Post retirement/employee benefits...................... 4,030 84
Accrued liabilities not deductible until paid.......... 1,188 1,357
Inventory/other reserves............................... 1,528 1,561
------- -------
Total deferred tax assets......................... 11,512 7,498
Deferred tax liabilities:
Unrealized gain on warrant............................. -- (4,088)
Depreciation and other................................. (2,787) (3,310)
------- -------
Total deferred tax liabilities.................... (2,787) (7,398)
------- -------
Net deferred tax assets........................ $ 8,725 $ 100
======= =======
</TABLE>

At December 31, 1999, net operating loss and tax credit carryforwards
consisted of research and development tax credits of $1,164,000, which expire in
2018 and 2019, alternative minimum tax credits of $1,002,000 and state
investment tax credits of $224,000, which expire in 2002.

Undistributed earnings of foreign subsidiaries aggregated approximately
$1,300,000 at December 31, 1999, which, under existing law, will not be subject
to U.S. tax until distributed as dividends. Because the earnings have been or
are intended to be indefinitely reinvested in foreign operations, no provision
has been made for U.S. income taxes that may be applicable thereto.

8. RETIREMENT PLANS

The Company terminated its noncontributory defined benefit plan and retiree
healthcare plan which covered substantially all U.S. employees in August 1999.
The gain on termination of the plans consists of a gain on curtailment
($16,250,000), a settlement loss ($5,009,000) and expenses related to the
termination. The benefits from the pension plan were based primarily on
employees' years of service and pay near retirement. The retiree healthcare plan
provided benefits for retired U.S. employees and their eligible

F-14
<PAGE> 76
NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

dependents on a cost-sharing basis. The Company's U.S. employees became eligible
for such benefits when they achieved age 50 with 15 years of service. The
Company did not fund the retiree healthcare arrangements. In connection with the
pension plan termination, which was announced in August 1999, the Company
invested its pension assets in bonds with a similar duration and maturity to its
pension liability. The pension assets will be distributed to employees or used
to purchase annuities in 2000 in complete satisfaction of the Company's U.S.
pension obligation. The excess pension assets will be distributed to
participants in the pension plan.

The retiree healthcare plan was terminated in 1999 for all participants who
were not currently retired and had elected retiree healthcare.

Pension coverage for employees of non-U.S. subsidiaries are through
government programs or are provided under separate plans and funded through
deposits with trustees under insurance policies. The amounts under these
programs are not significant.

A reconciliation of the changes in the plans' benefit obligation and fair
value of assets for the period from July 1, 1997 through December 31, 1997 and
for each of the two years in the period ended December 31, 1999, and a statement
of funded status as of December 31 of each period follows (in thousands):

<TABLE>
<CAPTION>
PENSION PLAN RETIREE HEALTHCARE PLAN
--------------------------- ---------------------------
1997 1998 1999 1997 1998 1999
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
RECONCILIATION OF BENEFIT OBLIGATION
Obligation at beginning of period........ $20,300 $21,729 $25,628 $ 4,935 $ 5,272 $ 6,948
Service cost............................. 693 1,549 1,068 161 399 248
Interest cost............................ 736 1,448 966 176 392 289
Actuarial (gain) loss.................... -- 917 (166) - 887 (877)
Gain due to curtailment.................. -- -- (9,854) -- -- (6,396)
Settlement loss.......................... -- -- 5,009 -- -- --
Benefits payments........................ -- (15) (37) -- (2) (4)
------- ------- ------- ------- ------- -------
Obligation at December 31................ $21,729 $25,628 $22,614 $ 5,272 $ 6,948 $ 208
======= ======= ======= ======= ======= =======
RECONCILIATION OF FAIR VALUE OF PLAN
ASSETS
Fair value of plan assets at beginning of
period................................. -- $19,316 $22,897 -- -- --
Actual return on plan assets............. $ 956 3,586 (110) -- -- --
Transfer of pension assets from DuPont as
part of NEN acquisition................ 18,360 38 -- -- -- --
Employer contributions................... -- -- -- -- $ 2 $ 4
Benefit payments......................... -- (15) (37) -- (2) (4)
Expenses................................. -- (28) (136) -- -- --
------- ------- ------- ------- ------- -------
Fair value of plan assets at December
31..................................... $19,316 $22,897 $22,614 $ -- $ -- $ --
======= ======= ======= ======= ======= =======
FUNDED STATUS OF PLAN
Funded status at December 31............. $(2,413) $(2,731) $ -- $(5,272) $(6,948) $ (208)
Unrecognized actuarial (gain) loss....... (177) (1,214) -- -- 887 --
------- ------- ------- ------- ------- -------
Net pension liability recognized on the
consolidated balance sheet............. $(2,590) $(3,945) $ -- $(5,272) $(6,061) $ (208)
======= ======= ======= ======= ======= =======
</TABLE>

F-15
<PAGE> 77
NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Net periodic benefit cost for the plans are as follows (in thousands):

<TABLE>
<CAPTION>
PENSION PLAN RETIREE HEALTHCARE PLAN
-------------------------------- --------------------------
JULY 1, 1997 YEAR ENDED JULY 1, 1997 YEAR ENDED
THROUGH DECEMBER 31 THROUGH DECEMBER 31
DECEMBER 31 ----------------- DECEMBER 31 -----------
1997 1998 1999 1997 1998 1999
------------ ------- ------- ------------ ---- ----
<S> <C> <C> <C> <C> <C> <C>
Service cost--benefits earned during the
period................................. $ 693 $ 1,549 $ 1,068 $161 $399 $248
Interest cost on projected benefit
obligation............................. 736 1,448 966 176 392 289
Recognized loss on termination........... -- -- -- -- -- 14
Expected return on plan assets........... (779) (1,642) (1,134) -- -- --
----- ------- ------- ---- ---- ----
$ 650 $ 1,355 $ 900 $337 $791 $551
===== ======= ======= ==== ==== ====
</TABLE>

The weighted average assumptions as of December 31 used in the measure of
the Company's benefit obligations are:

<TABLE>
<CAPTION>
PENSION PLAN RETIREE HEALTHCARE PLAN
------------------------ ------------------------
1997 1998 1999 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Discount rate........................... 7.25% 6.75% 7.25% 7.25% 6.75% 7.25%
Expected return on plan assets.......... 8.50% 8.50% 8.50% N/A N/A N/A
Rate of compensation increases.......... 4.73% 4.73% 4.73% N/A N/A N/A
</TABLE>

For measurement purposes, prior to July 31, 1999, a 9.0% annual rate of
increase in the per capita cost of company-provided healthcare benefits was
assumed for 1999. The rate was assumed to decrease gradually by 1/2% annually
to 6% in 2006 and remain at that level thereafter.

After July 31, 1999, the trend rate before age 65 is 37% for 1999, 8% for
2000, decreasing 1/2% annually to 5%, and after age 65 the trend rate is 37%
for 1999, 10% for 2000, 9% for 2001, 8% for 2002, then decreasing 1/2% annually
to 5%.

Assumed healthcare cost trend rates have an effect on the amounts reported
for the healthcare plan. A 1% change in assumed healthcare cost trends would
have the following effects (in thousands):

<TABLE>
<CAPTION>
1% INCREASE 1% DECREASE
----------- -----------
<S> <C> <C>
Effect on total of service and interest cost components for
the year ended December 31, 1999.......................... $127 $(96)

Effect on December 31, 1999 post retirement benefit
obligation................................................ 22 (18)
</TABLE>

The Company also sponsors a defined contribution savings plan for eligible
U.S. employees. The Company contributed 50% of the first 4% of an employee's
pre-tax contribution in 1998 and 1999. The contribution percentage was increased
to 100% of the first 5% effective January 1, 2000. Expenses related to the
savings plan were $240,000 in the 1997 Period, $431,000 in 1998 and $466,000 in
1999.

9. FINANCIAL INSTRUMENTS

The Company operates internationally and, as a result, is exposed to
foreign currency fluctuations. Specifically, the exposure includes firm or
forecasted intercompany trade accounts, intercompany loans, and third-party
sales or payments. In an attempt to reduce this exposure, foreign currency
forward contracts are utilized and accounted for as hedging instruments. The
Company does not use derivative financial instruments for speculative purposes.

F-16
<PAGE> 78
NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

As of December 31, 1999, the Company has one contract to sell 39 million
Japanese Yen for $350,000 with a settlement date of January 20, 2000, related to
Japanese Yen receivables outstanding at December 31, 1999. In addition, the
Company has 12 contracts to sell 399 million Japanese Yen for $3.8 million, with
settlement dates from February 2000 to January 2001, related to forecasted
transactions in 2000.

No gain or loss has been recognized in 1998 or 1999 related to hedge
ineffectiveness, as defined in Statement 133.

In October 1999, the Company entered into a strategic relationship with an
e-commerce provider for scientific and laboratory products. As a part of the
agreement, the Company received a warrant to purchase 350,083 shares of common
stock at a purchase price of $0.01 per share. The warrant is dated November 1,
1999 and expires on the tenth anniversary of the warrant. The shares exercisable
under the warrant agreement vest over a five-year period (20% on each
anniversary date). The warrant agreement and the Company's right to acquire any
unexercised shares is terminated if the strategic relationship is terminated or
if the provider is no longer the Company's exclusive e-commerce provider.

The Company determined that the initial value of the warrant agreement
(based on the original offering price of the strategic partner who completed an
initial public offering in November 1999, discounted for termination risk) was
$4.4 million. The initial value will be reflected in earnings over the five-year
contract period on a straight-line basis. At December 31, 1999, $3.5 million of
the deferred revenue is included in other long-term liabilities and $867,000 is
included in accrued expenses.

The warrant agreement is a Derivative Instrument under Statement 133.
Accordingly, the warrant is carried at fair market value, with the change in
fair market value recognized in earnings. The fair market value at December 31,
1999 was determined to be $14.4 million, based on the December 31, 1999 closing
price of the underlying stock, discounted for termination risk. The $10.1
million increase in fair market value is reflected in 1999 earnings.

10. STOCKHOLDERS' EQUITY

Stock Split

On July 17, 1998, the Company effected a 100-for-1 stock split in the form
of a stock dividend. Shareholders of record on July 17, 1998 received 99
additional shares of common stock for every share they owned on July 17, 1998.
Share data for all periods presented herein have been adjusted to give effect to
the stock split.

Stock Purchase Warrant

In connection with the Company's acquisition of Advanced Bioconcept (1994)
Ltd. described in Note 11, the Company issued a Stock Purchase Warrant
(Warrant). The Warrant allows the purchase of between 81,183 and 324,734 shares
of NEN Class A common stock at $.01 per share. The Company has reserved 324,734
shares related to the Warrant. The actual number of shares that can be acquired
is based on the ratio of Advanced Bioconcept sales to consolidated sales at the
liquidity event, as defined in the Warrant agreement. As of December 31, 1999,
the ratio would result in 81,183 shares being available for purchase under the
Warrant. The Warrant expires in August 2008.

The fair value of the Warrant was $300,000 when it was issued.

Stock Options

The Board of Directors adopted and the Shareholders approved the 1997
Equity Incentive Plan (the Plan). The Plan provides for the issuance of up to
2,700,000 shares (increased from 1,666,700 on April 17,

F-17
<PAGE> 79
NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1998 and from 1,966,700 on December 28, 1999) of Common Stock (either Class A
common stock or Class B common stock) in connection with stock options or other
awards under the Plan. The Plan allows a committee of the Board of Directors
(the Committee) to grant incentive stock options, non-qualified stock options,
stock appreciation rights and stock awards (including the use of restricted
stock and phantom shares). The Committee has the authority to determine the
employees who will receive the rewards, the amount of the awards, and other
terms and conditions of the award. Payments may be in cash and, to the extent
permitted by the Committee, by common stock or a combination thereof.

The Plan provides that shares granted come from the Company's authorized
but unissued or reacquired common stock and be granted at fair market value on
the date of the grant. The options currently outstanding become exercisable over
a five-to eight-year period commencing one year from the date of grant and
expire ten years after the date of grant.

A summary of the status of the Company's stock option plan is as follows:

<TABLE>
<CAPTION>
DECEMBER 31
------------------------------
1997 1998 1999
-------- -------- --------
<S> <C> <C> <C>
Options exercisable............................. -- 201,680 448,360
Options available for grant..................... 658,300 223,300 884,600
Weighted average exercise price of options
exercisable................................... $ 1.00 $ 1.00 $ 1.00
</TABLE>

Changes in the options outstanding since July 1, 1997 are summarized in the
following table (adjusted to reflect the 1998 100-for-1 stock split):

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
NUMBER OF EXERCISE
SHARES PRICE RANGE PRICE
--------- ----------- --------
<S> <C> <C> <C>
Balance of July 1, 1997..................... --
Options granted............................. 1,008,400 $ 1.00 $1.00
---------
Balance at December 31, 1997................ 1,008,400 $ 1.00 $1.00
Options granted............................. 735,000 $ 1.00 $1.00
Options forfeited........................... --
---------
Balance at December 31, 1998................ 1,743,400 $ 1.00 $1.00
Options granted............................. 212,000 $3.50-$4.50 $3.65
Options forfeited........................... (140,000) $ 1.00 $1.00
---------
Balance at December 31, 1999................ 1,815,400 $1.00-$4.50 $1.31
=========
</TABLE>

The following table summarizes information about stock options outstanding
as of December 31, 1999:

<TABLE>
<CAPTION>
WEIGHTED WEIGHTED
WEIGHTED AVERAGE AVERAGE
RANGE OF NUMBER REMAINING EXERCISE NUMBER EXERCISE
EXERCISE PRICE OUTSTANDING CONTRACTUAL LIFE PRICE EXERCISABLE PRICE
- ------------------------ ----------- ---------------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$1.00................... 1,603,400 7.9 $1.00 448,360 $1.00
$3.50 to $4.50.......... 212,000 9.4 3.65 -- --
---------
$1.00 to $4.50.......... 1,815,400 8.1 1.31 448,360 $1.00
=========
</TABLE>

The Company has adopted the disclosure only provisions of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation
(Statement 123). Accordingly, no compensation cost has been recognized for the
stock option plans.

F-18
<PAGE> 80
NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company's pro forma information is as follows (in thousands, except per
share amounts):

<TABLE>
<CAPTION>
JULY 1, 1997 YEAR ENDED
THROUGH DECEMBER 31
DECEMBER 31 --------------
1997 1998 1999
------------- ---- -------
<S> <C> <C> <C>
Net income (loss)............................... $(8,669) $898 $16,969
Estimated pro forma compensation expense from
stock options................................. (18) (64) (81)
------- ---- -------
Pro forma net income (loss)..................... $(8,687) $834 $16,888
======= ==== =======

Pro forma net income (loss) per share:
Basic......................................... $ (.57) $.05 $ 1.06
Diluted....................................... $ (.57) $.05 $ 1.02
</TABLE>

Compensation expense associated with an award is recognized over the
vesting period of the related option grant. Therefore, the impact on pro forma
net income/loss may not be representative of compensation expense in future
years, when the effect of the amortization of multiple awards would be reflected
in the pro forma net income/loss.

The fair value of each option grant is estimated on the date of grant with
the following weighted-average assumptions: dividend yield--none; risk-free
interest rate--5.4% to 6.5%; and expected life--7-10 years. The weighted-average
fair value of options granted in the 1997 Period, 1998 and 1999 was $.36, $.43
and $1.26, respectively. The weighted-average contractual life of options
outstanding at December 31, 1997, 1998 and 1999 was 9.6 years, 8.9 years and 8.1
years, respectively.

11. ACQUISITION OF ADVANCED BIOCONCEPT (1994) LTD.

On October 31, 1998, the Company acquired all of the outstanding stock of
Advanced Bioconcept (1994) Ltd. (ABL), a Canadian corporation, for $4 million in
cash and issuance of the Warrant with a value of $300,000 (See Note 10). The
Company also incurred transaction costs of $196,000 in connection with the
acquisition. ABL designs, manufactures and markets fluorescent-labeled peptides
for labeling and detection in research applications. The acquisition has been
accounted for using the purchase method of accounting and, accordingly, the
total purchase price has been allocated to the assets acquired and the
liabilities assumed based upon their fair values at the date of acquisition. The
excess of the purchase price over the fair values of the net assets acquired was
$3.3 million and has been recorded as goodwill, which is being amortized on a
straight-line basis over 20 years. The operating results of ABL are included in
the Company's consolidated results of operations since October 31, 1998, and pro
forma effects are not material.

The net initial purchase price, including transaction costs, was allocated
as follows (in thousands):

<TABLE>
<S> <C>
Current assets............................................ $ 799
Current liabilities....................................... (767)
Property and equipment.................................... 23
Other assets.............................................. 273
Purchased in-process research and development............. 1,200
Goodwill, patents and other intangibles................... 3,543
Other liabilities......................................... (325)
------
Purchase price............................................ $4,746
======
</TABLE>

A charge to operations of $1.2 million was recorded at the date of
acquisition for in-process research and development (R&D). The value of the R&D
was determined based on an independent appraisal of the R&D projects considering
the cost to complete the R&D projects and future economic benefit resulting from
the completed R&D projects.
F-19
<PAGE> 81
NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Financial Accounting Standard Board Interpretation No. 4 requires that
in-process R&D be charged to expense upon consummation of the purchase
transaction. Accordingly, the $1.2 million allocated to in-process R&D was
expensed in 1998.

The purchase agreement includes additional contingent payments to the
selling shareholders of ABL based on certain performance and development
standards. The maximum contingent payout under the agreement is $9 million. The
contingent liability will be recorded and goodwill increased accordingly as the
payments are earned. Contingent payments of $250,000 and $1,275,000 have been
earned in 1998 and 1999, respectively.

12. ACQUISITION OF NEN LIFE SCIENCE PRODUCTS BUSINESS

Effective as of July 1, 1997, the Company acquired substantially all of the
assets of NEN Life Science Products Business from E.I. du Pont de Nemours and
Company (DuPont).

The acquisition has been accounted for using the purchase method of
accounting, and, accordingly, the purchase price has been allocated to the
assets acquired and the liabilities assumed based upon the fair values at the
date of acquisition. The excess of the purchase price over the fair values of
the net assets acquired was $3.2 million and has been recorded as goodwill,
which is being amortized on a straight-line basis over 40 years.

The net purchase price was allocated as follows (in thousands):

<TABLE>
<S> <C>
Working capital.......................................... $32,331
Property and equipment................................... 32,323
Other assets............................................. 15,518
Purchased in-process research and development............ 10,000
Goodwill................................................. 3,240
Other liabilities........................................ (9,182)
-------
Purchase price........................................... $84,230
=======
</TABLE>

A charge to operations of $10 million was recorded at the date of
acquisition for in-process research and development (R&D). The value of the R&D
was determined based on an independent appraisal of the R&D projects considering
the cost to complete the R&D projects and the future economic benefit resulting
from the completed projects.

Financial Accounting Standards Board Interpretation No. 4 requires that
in-process R&D be charged to expense upon consummation of the purchase
transaction. Accordingly, the $10 million allocated to in-process R&D, net of
related deferred taxes of $1,583,000, is reflected in retained earnings
(deficit) at July 1, 1997 and is included as an expense in the period July 1,
1997 to December 31, 1997.

The purchase agreement provides for additional contingent payments to
DuPont to the extent that the Company's gross profit margin from the business
acquired exceeds specified levels over the subsequent five years. The timing of
such payments, to the extent earned, are subject to cash availability under the
Company's financing arrangements. The maximum payout under the agreement is $42
million. The contingent payment liability will be recorded when earned. No
contingent payments have been earned in the 1997 Period, 1998 or 1999.

13. RELATED PARTY TRANSACTIONS

In connection with the NEN acquisition (see Note 12), the Company paid $3.0
million in fees and expenses to its primary stockholder. The Company also paid
to the primary stockholder management fees of $346,000, $711,000 and $732,000
for the 1997 Period, 1998 and 1999, respectively. In addition, the

F-20
<PAGE> 82
NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Company reimbursed the primary stockholder for expenses incurred for the benefit
of the Company aggregating $114,000 and $20,000 during 1998 and 1999,
respectively.

14. OPERATIONS BY INDUSTRY SEGMENTS AND GEOGRAPHIC AREA

NEN is a global provider of products, services and technologies for life
science research in the field of functional genomics, high throughput screening
and drug discovery. Products share similar distribution and manufacturing
resources and are marketed and sold to the research community. Operating results
are assessed on an aggregate basis.

Consequently, as permitted by the provisions of Statement 131, Disclosure
About Segments of an Enterprise and Related Information, the Company has one
reportable segment for financial statement purposes.

Net sales, based on the point of sale, not the location of the customer,
and long-lived and net assets by geographic area, are as follows (in thousands):

<TABLE>
<CAPTION>
JULY 1, 1997
THROUGH YEAR ENDED DECEMBER 31
DECEMBER 31 -----------------------
1997 1998 1999
------------- --------- ----------
<S> <C> <C> <C>
Sales to unaffiliated customers:
North America............................ $35,609 $73,049 $ 80,266
Europe................................... 9,806 21,735 23,588
------- ------- --------
$45,415 $94,784 $103,854
======= ======= ========
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31
------------------------------------
1997 1998 1999
------------- ------- --------
<S> <C> <C> <C>
Long-lived assets:
North America............................ $46,878 $55,774 $ 64,192
Europe................................... 1,718 1,907 1,695
------- ------- --------
$48,596 $57,681 $ 65,887
======= ======= ========
Net assets:
North America............................ $ 1,833 $ 3,051 $ 20,543
Europe................................... 5,328 5,435 4,575
------- ------- --------
$ 7,161 $ 8,486 $ 25,118
======= ======= ========
</TABLE>

European operations are represented by subsidiaries located in the United
Kingdom, France, Switzerland, Belgium, Germany, the Netherlands and Italy.

F-21
<PAGE> 83
NEN LIFE SCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

15. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted
earnings per share (in thousands except per share amounts):

<TABLE>
<CAPTION>
JULY 1, 1997 YEAR ENDED
THROUGH DECEMBER 31
DECEMBER 31 ------------------
1997 1998 1999
------------- ------- -------
<S> <C> <C> <C>
Numerator:
Net income (loss)......................................... ($8,669) $ 898 $16,969
======= ======= =======
Denominator:
Denominator for basic earnings per
share -- weighted-average shares....................... 15,280 15,979 15,961
Dilutive employee stock options and stock warrant......... -- 14 625
------- ------- -------
Denominator for diluted earnings per share -- adjusted
weighted-average shares and assumed conversions........ 15,280 15,993 16,586
======= ======= =======
Net income (loss) per share:
Basic..................................................... $ (.57) $ .06 $ 1.06
Diluted................................................... $ (.57) $ .06 $ 1.02
</TABLE>

16. SUBSEQUENT EVENT

On February 29, 2000, the Company acquired all of the outstanding stock of
Receptor Biology Inc. (RB), a Delaware corporation, for $8.5 million in cash and
a $3.5 million promissory note. The $3.5 million promissory note is payable in
two equal installments, on the first and second anniversaries of the
acquisition. Interest is calculated in arrears at an average two-year treasury
rate, and is payable with the principal installment payments.

RB specializes in cloning and expressing G-protein coupled receptors (GPCR)
and developing assays for GPCR. RB products currently include 47 GPCR products,
specific cell lines and cell culture (clone expression services). RB products
are sold worldwide and its customers are among the largest pharmaceutical
companies in the world.

RB had net sales of $3.9 million and net income of $.7 million for the year
ended December 31, 1999. The acquisition will be accounted for using the
purchase method of accounting. Accordingly, a portion of the purchase price will
be allocated to the assets acquired ($2.1 million as of December 31, 1999) and
the liabilities assumed ($200,000 as of December 31, 1999) based upon their
estimated fair values at the date of acquisition. A portion will be allocated to
in-process research and development projects that had not reached technological
feasibility and had no probable alternative future uses and will be expensed at
the acquisition date. The balance of the purchase price over the fair values of
the net assets acquired will be recorded as goodwill, and amortized on a
straight-line basis over 20 years. The Company is currently in the process of
preparing the purchase price allocation and determining the useful lives of the
assets acquired.

F-22
<PAGE> 84

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
E. I. du Pont de Nemours and Company

We have audited the accompanying combined statement of operations of the
NEN(R) Life Science Products (the "Business"), a division of E. I. du Pont de
Nemours and Company (the "Company") for the six months ended June 30, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audit provides a reasonable basis for our opinion.

The accompanying combined financial statements were prepared to comply with
the rules and regulations of the Securities and Exchange Commission and on the
basis of presentation as described in Note 1, to present the combined results of
operations of the Business sold to NEN Life Science Products, Inc. (the
"Buyer"), an affiliate of Genstar Capital LLC and are not intended to be a
complete presentation of the Business' financial position or cash flows.

In our opinion, the combined financial statements present fairly, in all
material respects, the combined results of operations of the Business for the
six months ended June 30, 1997, in conformity with generally accepted accounting
principles. We have not audited the combined financial statements of the
Business for any period subsequent to June 30, 1997.

/s/ PRICEWATERHOUSECOOPERS LLP

--------------------------------------

Philadelphia,Pennsylvania
September 19, 1997

F-23
<PAGE> 85

NEN(R) LIFE SCIENCE PRODUCTS
(A DIVISION OF E. I. DU PONT DE NEMOURS AND COMPANY)

COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997
(DOLLARS IN THOUSANDS)

<TABLE>
<S> <C>
Sales (Note 4).............................................. $46,800
Cost of goods sold and other operating expenses (Notes 3,
8)........................................................ 19,100
Selling, general and administrative expenses (Note 3)....... 16,000
Research and development expense............................ 3,900
Other expense............................................... 100
-------
Income before interest expense and taxes.................... 7,700
Interest expense (Note 2)................................... 900
-------
Income before income taxes.................................. 6,800
Provision for income taxes (Notes 2, 7)..................... 2,500
-------
Net income................................................ $ 4,300
=======
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-24
<PAGE> 86

NEN(R) LIFE SCIENCE PRODUCTS
(A DIVISION OF E. I. DU PONT DE NEMOURS AND COMPANY)

NOTES TO COMBINED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1997
(Dollars in thousands)

1. BASIS OF PRESENTATION

On March 26, 1997, and as amended and restated on June 30, 1997, E.I. du
Pont de Nemours and Company ("DuPont") entered into an Asset Purchase and Sale
Agreement (the "Agreement") with NEN Life Science Products, Inc. ("Buyer"), an
affiliate of Genstar Capital LLC, for the sale of DuPont's worldwide NEN(R) Life
Science Products Business (the "Business"). The Business designs, manufactures,
and markets in vitro biochemicals (chemical and biological testing products,
radioactive isotopes and radioactively labeled reagents) for labeling and
detection in research and clinical diagnostic applications for academic,
government, industrial, pharmaceutical, and clinical research laboratories
worldwide.

Under the terms of the Agreement, on June 30, 1997 the ("Closing Date"),
DuPont sold to Buyer essentially all the assets related to DuPont's operation of
the Business in the countries listed below:

<TABLE>
<CAPTION>
NORTH AMERICA EUROPE
- ------------- --------------
<S> <C>
United States Belgium
France
Germany
Italy
Netherlands
Switzerland
United Kingdom
</TABLE>

The manufacturing and distribution operations of the Business are generally
conducted at Boston and Billerica, Massachusetts, the latter being a location
shared under a long-term arrangement with DuPont Merck Pharmaceutical Company, a
joint venture of DuPont.

Under the terms of the Agreement, all liabilities will be retained by
DuPont. Under DuPont's centralized cash management system, cash requirements of
the Business were generally provided directly to the Business by DuPont, and
cash generated by the Business was generally remitted directly to DuPont.
Transaction systems (e.g., payroll, employee benefits, freight, and accounts
payable) used to record and account for cash disbursements were provided by
centralized DuPont organizations. Most of these corporate systems are not
designed to track liabilities and payments on a business specific basis.
Accordingly, it is not practical to determine liabilities associated with the
Business. Given these constraints, certain supplemental cash flow information is
presented in lieu of a statement of cash flows (see Note 9).

Throughout the period covered by the Combined Financial Statements, the
Business' U.S. operations were conducted and accounted for as a division of
DuPont's Medical Products Strategic Business Unit ("Medical SBU"). Non-U.S.
operations of the Business were conducted in each country through DuPont
subsidiaries that included other DuPont businesses, or through third party
distributors. Historically, financial statements were not prepared for the
Business. These Combined Financial Statements were prepared to comply with the
rules and regulations of the Securities and Exchange Commission. These
statements were derived from DuPont's historical accounting records, and are
presented as if the operations of the Business in each country had been
conducted exclusively within a wholly-owned subsidiary of the DuPont subsidiary
in that country.

The Combined Statement of Operations includes all revenues and costs
attributable to the Business, including: 1) costs for facilities, functions and
services used by the Business at sites shared with other

F-25
<PAGE> 87
NEN(R) LIFE SCIENCE PRODUCTS
(A DIVISION OF E. I. DU PONT DE NEMOURS AND COMPANY)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(Dollars in thousands)

DuPont operations; 2) costs for certain functions and services performed by
centralized DuPont organizations directly charged to the Business; 3)
allocations of DuPont's Medical SBU management expense; and, 4) allocations of
interest expense (see Notes 2 and 3).

All of the allocations and estimates in the Combined Financial Statements
are based on assumptions that DuPont management believes are reasonable under
the circumstances. However, these allocations and estimates are not necessarily
indicative of the costs that would have resulted if the Business had been
operated as a separate entity.

Transactions between the Business and other DuPont operations have been
identified in the Combined Financial Statements as transactions among related
parties to the extent practicable (see Note 3).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Combination

The Combined Financial Statements include the accounts of the various units
comprising the Business. All material transactions and accounts among the units
have been eliminated in combination.

Revenue Recognition

Sales and related cost of goods sold are included in income when goods are
shipped to the customer.

Inventories

U.S. inventories are valued at the lower of aggregate cost or market, with
cost being determined by the last-in, first-out (LIFO) method. Non-U.S.
inventories are valued at the lower of aggregate cost or market, with cost being
determined by the average cost method. Inventory adjustments associated with the
natural decay of radioactive material are recognized as they occur. Elements of
cost in inventory include raw materials, direct labor and manufacturing
overhead.

Property, Plant and Equipment (PP&E)

PP&E is carried at cost and, for PP&E acquired subsequent to 1994, is
depreciated using the straight-line method. PP&E acquired prior to 1995 is
generally classified in depreciable groups and depreciated under the
sum-of-the-years' digits method. This change in depreciation method did not have
a material effect on results subsequent to 1994, and was made to conform with
the common industry practice that management considers to be preferable.

Depreciation rates are based on estimated useful lives of 15 to 25 years
for buildings, and 5 to 25 years for equipment. Depreciation expense was $2,100
for the six months ended June 30, 1997.

Generally, for PP&E acquired prior to 1991 the gross carrying value of PP&E
surrendered, retired, sold or otherwise disposed of is charged to accumulated
depreciation and any salvage or other recovery therefrom is credited to
accumulated depreciation. For disposals of PP&E acquired after 1990, the gross
carrying value and related accumulated depreciation are removed from the
accounts and included in determining gain or loss on such disposals.

Maintenance and repairs are charged to operations; replacements and
betterments are capitalized.

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NEN(R) LIFE SCIENCE PRODUCTS
(A DIVISION OF E. I. DU PONT DE NEMOURS AND COMPANY)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(Dollars in thousands)

Intangible Assets

Identifiable intangible assets such as purchased licenses and technology
are amortized over their estimated useful lives. DuPont continually evaluates
the reasonableness of its amortization of intangibles. In addition, if it
becomes probable that expected future undiscounted cash flows associated with
intangible assets are less than their carrying value, the assets are written
down to their fair value.

Research and Development Expenses

Research and development costs are charged to expense as incurred.

Interest Expense

Interest expense is determined by DuPont based on consolidated indebtedness
and, in these Combined Financial Statements, has been allocated to the Business
on the basis of the Business' proportionate share of the identifiable operating
assets of DuPont. DuPont management believes this allocation is reasonable, but
it is not necessarily indicative of the cost that would have been incurred if
the Business had been operated as a separate entity.

Income Taxes

The taxable income/loss of the various units comprising the Business was
included in the tax return of the DuPont entity of which it was a part. As such,
separate income tax returns were not prepared or filed for the Business. Tax
expense has been separately determined for the Business by applying the asset
and liability approach to the various units of the Business as if it were a
separate taxpaying entity.

Under the basis of presentation for these Combined Financial Statements, no
provision has been made for taxes on cash remittances from the various units of
the Business to the DuPont entity of which they are a part. Generally,
remittances from a wholly-owned subsidiary to its in-country parent are tax
free.

Foreign Currency Translation

DuPont has determined that the U.S. dollar is the functional currency of
its worldwide operations and that this functional currency determination is
appropriate to the economic environment in which the Business operated during
the periods covered by these Combined Financial Statements. Foreign currency
asset and liability amounts are translated into U.S. dollars at end-of-period
exchange rates, except for inventories and property, plant and equipment, which
are translated at historical rates. Income and expenses are translated at
average exchange rates in effect during the year; except for expenses related to
balance sheet amounts that are translated at historical exchange rates. Gains
and losses from the translation of monetary assets and liabilities are included
in income in the period they occurred and are allocated to the Business based on
its proportionate share of the beginning-of-period and end-of-period balances of
each monetary asset and liability of the DuPont subsidiary of which it is a
part.

Pensions

DuPont has noncontributory defined benefit plans covering substantially all
U.S. employees, including the employees of the Business. The benefits for these
plans are based primarily on employees' years of service and pay near
retirement. The cost of these plans for active employees was assigned to the
Business. Pension coverage for employees of DuPont's non-U.S. subsidiaries is
provided, to the extent deemed appropriate, through similar separate plans.
Obligations under such non-U.S. plans are systematically provided for by
depositing funds with trustees, under insurance policies or by book reserves.
The cost of
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NEN(R) LIFE SCIENCE PRODUCTS
(A DIVISION OF E. I. DU PONT DE NEMOURS AND COMPANY)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(Dollars in thousands)

these non-U.S. plans has been assigned to the business using methods that DuPont
believes are appropriate.

Pension cost assigned to the Business is considered to be financed by
DuPont in the period the pension cost was incurred. Pension liabilities and
assets have been measured at December 31, 1996. Accordingly, resulting gains or
losses associated with actuarial changes and with actual investment returns have
been excluded from the pension costs assigned to the Business. Such cost is not
necessarily indicative of the pension cost that would have been incurred if the
Business had been operated as a separate entity. DuPont has retained
responsibility for pension payments to Business retirees. For transferred
employees, DuPont will transfer assets to the Buyer from the DuPont pension fund
equal to the agreed-upon liabilities. (See Note 5).