Table of Contents Hologic, Inc.  Notes to Consolidated Financial Statements (continued) (all tabular amounts in thousands except per share data) which the Cytyc stockholders received a premium over the fair market value of their shares on such date and cash of $16.50 per share (or approximately 35% of the merger consideration).
There were no preexisting relationships between the two companies.
Cytyc, headquartered in Marlborough, Massachusetts, is a diversified diagnostic and medical device company that designs, develops, manufactures, and markets innovative and clinically effective diagnostics and surgical products.
Cytyc products cover a range of cancer and women’s health applications, including cervical cancer screening, prenatal diagnostics, treatment of excessive menstrual bleeding and radiation treatment of early-stage breast cancer.
Upon the close of the merger, Cytyc shareholders received an aggregate of 132 million shares of Hologic common stock and $2.1 billion in cash.
In connection with the close of the merger, the Company entered into a credit agreement relating to a senior secured credit facility (the “Credit Agreement”) with Goldman Sachs Credit Partners L. P.  and certain other lenders, in which the lenders committed to provide, in the aggregate, senior secured financing of up to approximately $2.55 billion to pay for the cash portion of the merger consideration, repayment of existing debt of Cytyc, expenses relating to the merger and working capital following the completion of the merger.
As of the closing of the merger, the Company borrowed $2.35 billion under this Credit Agreement.
See Note 5 for further discussion.
The aggregate purchase price of approximately $6.16 billion included $2.1 million in cash; 132 million shares of Hologic common stock at an estimated fair value of $3.67 billion; 16.5 million of fully vested stock options granted to Cytyc employees in exchange for their vested Cytyc stock options, with an estimated fair value of approximately $241.4 million; the fair value of Cytyc’s outstanding convertible notes assumed in the merger of $125.0 million; and approximately $24.2 million of direct acquisition costs.
There were no potential contingent consideration arrangements payable to the former Cytyc shareholders in connection with this transaction.
The Company measured the fair value of the 132 million shares of the Company common stock issued as consideration in connection with the merger under EITF 99-12.
The Company determined the measurement date to be May 20, 2007, the date the transaction was announced, as the number of shares to be issued according to the exchange ratio was fixed without subsequent revision.
The Company valued the securities based on the average market price a few days before and after the measurement date.
The weighted average stock price was determined to be $27.81.
(i) Purchase price
## Table 0 ##
Hologic, Inc.  Notes to Consolidated Financial Statements (continued) (all tabular amounts in thousands except per share data) Stock-based compensation expense from the issuance of stock options and RSUs in fiscal 2010, 2009 and 2008 is as follows:
## Table 1 ##
Stock-based compensation expense related to stock options was $13.3 million, $13.8 million, and $14.0 million in fiscal years 2010, 2009 and 2008, respectively.
Stock compensation expense related to RSUs was $20.9 million, $19.1 million, and $11.7 million in fiscal years 2010, 2009 and 2008, respectively.
The related tax benefit recorded in the Consolidated Statements of Operations was $9.9 million, $9.8 million and $8.4 million in fiscal years 2010, 2009 and 2008, respectively.
At September 25, 2010, there was $32.7 million and $32.5 million of unrecognized compensation expense related to stock options and RSUs, respectively, to be recognized over a weighted average period of 3.3 years and 2.0 years, respectively.
Included in stock-based compensation expense for fiscal 2008 was $2.7 million as a result of the acceleration of vesting for certain outstanding Hologic stock options upon the close of the merger with Cytyc.
The original terms of these employee stock options provided for acceleration of vesting upon a change of control.
In addition, stock-based compensation expense includes a total of $3.5 million related to option modifications during fiscal 2008.
During this period, the Company recorded $0.8 million related to a modification of certain options to extend the period of time to exercise upon termination from 90 days to August 31, 2009 upon termination of the Company’s Chairman of the Board of Directors (See Note 2).
The Company also recorded $2.3 million of stockbased compensation as a result of a modification of certain Hologic stock options in connection with the merger with Cytyc Agreement in May 2007.
The modification provided for acceleration of vesting of the unvested options upon a termination as a result of a change of control, as well as an extension of the period to exercise vested options from 90 days to December 31, 2009, which occurred upon the close of the merger with Cytyc.
Additionally, stock-based compensation expense included $0.5 million related to certain former Third Wave executives who were terminated.
In fiscal 2008, stock-based compensation included $0.6 million as a result of the acceleration of vesting for certain outstanding Hologic restricted stock units upon the close of the merger with Cytyc.
The original terms of these restricted stock units provided for acceleration of vesting upon a change of control.
Fiscal 2008 stock-based compensation also included $1.2 million related to the acceleration of certain restricted stock units related to a separation agreement with the Company’s Chairman of the Board of Directors.
Prior to the close of the merger the Board of Directors of both Hologic and Cytyc approved a modification to certain outstanding equity awards for Cytyc employees.
The modification provided for the acceleration of vesting upon the close of Merger for those awards that did not provide for acceleration upon a change of control as part of the original terms of the award.
This modification was made so that the Company would not incur stock based compensation charges that it otherwise would have if the awards had continued to vest under their original terms.
Table of Contents Fiscal Year Ended September 25, 2010 Compared to Fiscal Year Ended September 26, 2009 Product Sales.
## Table 2 ##
In fiscal 2010, our product sales decreased $12.1 million, or 1%, compared to fiscal 2009 primarily due to a decrease of $27.4 million in our Breast Health products and to a lesser extent a $7.5 million decline in Skeletal Health products partially offset by increases in GYN Surgical and Diagnostic products of $18.2 million and $4.7 million, respectively.
Breast Health product sales decreased 5% in fiscal 2010 compared to fiscal 2009 primarily due to a $13.9 million decline in digital mammography systems revenues principally due to product mix as we sold a greater number of defeatured Selenia systems, which have lower average selling prices than our full featured models, a shift to a higher level of international sales, and to a lesser extent, we experienced slight pressure on average selling prices.
These decreases were partially offset by an increase in the number of units sold of our new 2D/3D Dimensions systems.
The decline in revenue is also due to phasing out the supply of digital detectors to an OEM and closing our AEG organic photoconductor drum coatings manufacturing operations in Shanghai, which in aggregate accounted for $17.5 million in revenues in fiscal 2009.
These decreases were partially offset by a $9.3 million increase in revenues due to higher volumes of our breast biopsy products, offset in part by a slight reduction in average selling prices for these products.
We also generated $2.4 million in revenues from sales of MRI breast coils through our acquisition of Sentinelle Medical in the fourth quarter of fiscal 2010.
Diagnostics product sales increased 1% in fiscal 2010 compared to fiscal 2009 primarily due to an increase in sales of our Cervista HPV tests, and to a lesser extent other molecular tests.
Partially offsetting these increases was a decrease in ThinPrep pap test volume domestically due to the decline in doctor visits, which we believe is attributable to the lagging effects of unemployment, continuing economic uncertainty and recent changes in cervical cancer screening guidelines to extend the recommended intervals between such screenings, and the discontinuance of certain molecular ASRs, which contributed $3.5 million of revenue in 2009.
In addition, we have seen laboratory consolidation, which impacts our average selling prices due to volume purchase discounts to the larger laboratories.
GYN Surgical product sales increased 7% in fiscal 2010 compared to fiscal 2009 primarily due to growing sales of the Adiana System, which was approved by the FDA in the fourth quarter of fiscal 2009, and to a lesser extent, an increase in the number of NovaSure products sold.
We also experienced a slight increase in NovaSure average selling prices.
Skeletal Health product sales decreased 11% in fiscal 2010 compared to fiscal 2009 primarily due to a decrease in mini C-arms sales of $4.6 million as a result of a reduction in the number of units sold.
In addition, there was a $3.6 million decrease in osteoporosis assessment product sales principally due to a decrease in the number of bone densitometry systems sold worldwide.
This product line has experienced a difficult capital equipment environment worldwide and the ongoing effects of the reduction in reimbursement for osteoporosis exams in the U. S.  Recently the reimbursement situation improved, which may benefit future demand for this product line.

<table><tr><td>Cash portion of consideration</td><td>$2,094,800</td></tr><tr><td>Fair value of securities issued</td><td>3,671,500</td></tr><tr><td>Fair value of vested options exchanged</td><td>241,400</td></tr><tr><td>Fair value of Cytyc’s outstanding convertible notes</td><td>125,000</td></tr><tr><td>Direct acquisition costs</td><td>24,200</td></tr><tr><td>Total estimated purchase price</td><td>$6,156,900</td></tr></table>
<table><tr><td></td><td> 2010</td><td> 2009</td><td> 2008</td></tr><tr><td>Cost of revenues</td><td>$4,332</td><td>$3,522</td><td>$2,293</td></tr><tr><td>Research and development</td><td>4,011</td><td>3,960</td><td>2,806</td></tr><tr><td>Selling and marketing</td><td>5,313</td><td>5,161</td><td>3,487</td></tr><tr><td>General and administrative</td><td>20,504</td><td>20,296</td><td>15,137</td></tr><tr><td>Restructuring charge</td><td>—</td><td>—</td><td>1,941</td></tr><tr><td></td><td>$34,160</td><td>$32,939</td><td>$25,664</td></tr></table>
<table><tr><td></td><td colspan="6">Years Ended</td></tr><tr><td></td><td colspan="2">September 25, 2010</td><td colspan="2">September 26, 2009</td><td colspan="2">Change</td></tr><tr><td></td><td> Amount</td><td>% of Total Revenue</td><td> Amount</td><td>% of Total Revenue</td><td>Amount</td><td>%</td></tr><tr><td><i>Product Sales</i></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Breast Health</td><td>$525,622</td><td>31%</td><td>$553,065</td><td>34%</td><td>$-27,443</td><td>-5%</td></tr><tr><td>Diagnostics</td><td>548,832</td><td>33%</td><td>544,143</td><td>33%</td><td>4,689</td><td>1%</td></tr><tr><td>GYN Surgical</td><td>281,364</td><td>17%</td><td>263,187</td><td>16%</td><td>18,177</td><td>7%</td></tr><tr><td>Skeletal Health</td><td>59,082</td><td>3%</td><td>66,591</td><td>4%</td><td>-7,509</td><td>-11%</td></tr><tr><td></td><td>$1,414,900</td><td>84%</td><td>$1,426,986</td><td>87%</td><td>$-12,086</td><td>-1%</td></tr></table>

Question: What's the average of Fair value of vested options exchanged, and Selling and marketing of 2008 ?