On August 13, 2009, the Board of Directors (the "Board") of Celera Corporation (the "Company") amended and restated the Company's Amended and Restated Bylaws (the "Bylaws") to, among other things, amend existing provisions providing for advance notice of stockholder proposals (other than proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended) and director nominations to revise the disclosure that stockholders must provide when submitting proposals and nominations for consideration at a meeting. The foregoing summary of the amendments to the Bylaws is subject to and qualified in its entirety by reference to the full text of the Bylaws, as so amended, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.

On August 13, 2009, the Board of the Company approved amendments to the Code of Business Conduct and Ethics for Celera Corporation (the "Code of Conduct"), which applies to all directors, officers and employees of the Company. The Code of Conduct was amended to, among other things, further define and restrict activities between the Company and its customers and potential customers. The foregoing summary of the amendments to the Code of Conduct is subject to and qualified in its entirety by reference to the full text of the Code of Conduct, as so amended, a copy of which is attached as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.05. The amended Code of Conduct will be posted as soon as practicable in the Corporate Governance section of the Company's website at www.celera.com.

(d) Exhibits.

     Exhibit No.   Description
     3.1           Third Amended and Restated Bylaws of Celera Corporation

     14.1          Code of Business Conduct and Ethics for Celera Corporation