##### Table of Contents



SECURITIES
    AND EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934   Commission file number:
    000-20703
       Adeza Biomedical
    Corporation
 (Exact name of Registrant as
    specified in its charter)
  Delaware(State or Other
    Jurisdiction of
    Incorporation or Organization)

77-0054952(I.R.S. Employer
    Identification Number)   1240 Elko
    Drive, Sunnyvale, California 94089 (Address
    of principal executive offices and zip code)
  (408) 745-0975 (Registrants
    telephone number, including area code)
       Securities registered pursuant to Section 12(b) of the
    Act:
    None
  Securities registered pursuant to Section 12(g) of the
    Act:
    Common Stock, $0.001 Par Value
       o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 



TABLE OF
    CONTENTS
  PagePART IItem 1.


Business


3Item 1A.


Risk
    Factors


18Item 1B.


Unresolved Staff
    Comments


40Item 2.


Properties


40Item 3.


Legal
    Proceedings


40Item 4.


Submission of
    Matters to a Vote of Security Holders


40PART IIItem 5.


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


40Item 6.


Selected Financial
    Data


43Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


44Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


57Item 8.


Financial
    Statements and Supplementary Data


57Item 9.


Changes in and
    Disagreements With Accountants on Accounting and Financial
    Disclosure


57Item 9A.


Controls and
    Procedures


57Item 9B.


Other
    Information


60PART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


60Item 11.


Executive
    Compensation


60Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


60Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


60Item 14.


Principal
    Accounting Fees and Services


60PART IVItem 15.


Exhibits, Financial
    Statement Schedules


61EXHIBIT 10.19EXHIBIT 10.20EXHIBIT 10.21EXHIBIT 10.22EXHIBIT 10.23EXHIBIT 10.24EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2    ® E-tegrity ® ® tm tm IQ ® Form 10-K
 2




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Forward-Looking
    Statements
  This
    Form 10-K
    contains forward-looking statements. All statements contained in
    this
    Form 10-K
    other than statements of historical fact are forward-looking
    statements. The words may, continue,
    estimate, intend, plan,
    will, believe, project,
    expect, could, would,
    anticipate and similar expressions may identify
    forward-looking statements, but the absence of these words does
    not necessarily mean that a statement is not forward-looking.
    These
    forward-looking
    statements include, among other things, statements about:
  
    the unpredictability of our quarterly and annual revenues and
    results of operations, including on a
    quarter-to-quarter
    basis;  
    our estimates regarding market size, future revenues, royalty
    costs, expenses and capital requirements and needs for
    additional financing;
    the rate and degree of market acceptance of our products;
    our marketing and manufacturing capacity and strategy;
    our ability to develop and market new and enhanced
    products;
    the timing of and our ability to obtain and maintain
    regulatory approvals and clearances for our products;
    the timing of, and our ability to obtain, reimbursement for
    our products; and
    our intellectual property
    our competitors.  Any or all of our forward-looking statements in this
    Form 10-K
    may turn out to be inaccurate. We have based these
    forward-looking statements on our current expectations and
    projections about future events and trends. They may be affected
    by inaccurate assumptions we might make or by known or unknown
    risks and uncertainties, including the risks, uncertainties and
    assumptions described in Risk Factors. In light of
    these risks, uncertainties and assumptions, the forward-looking
    events and circumstances discussed in this
    Form 10-K
    may not occur as contemplated, and actual results could differ
    materially from those anticipated or implied by the
    forward-looking statements.
  These forward-looking statements speak only as of the date of
    this
    Form 10-K.
    Unless required by law, we undertake no obligation to publicly
    update or revise any forward-looking statements to reflect new
    information or future events or otherwise.
 PART I  ITEM 1.
    BUSINESS  BUSINESS
    OVERVIEW
  IQ
   3




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E-tegrity E-tegrity
  PROPOSED
    MERGER WITH CYTYC CORPORATION
    OVERVIEW
    OF TARGETED MARKETS
  Preterm
    birth
   4




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Preterm
    birth market segments
    
    Women with signs and symptoms of preterm
    labor  We believe that there are approximately
    1 million episodes each year in the United States where
    women who were originally designated as either
    high-risk or low-risk for preterm birth
    seek urgent medical care for signs and symptoms of preterm
    labor. Some of these signs and symptoms include uterine
    contractions, cervical dilation, vaginal infection, backache,
    pelvic pain, abdominal fullness or discomfort, change in vaginal
    discharge and vaginal bleeding. However, as these signs and
    symptoms are common throughout pregnancy, they do not provide a
    sufficient basis for making an accurate diagnosis of preterm
    labor and impending birth. Without a reliable method to assess
    the risk of preterm birth, the healthcare provider may not be
    able to make appropriate treatment decisions, such as whether to
    hospitalize the woman, prescribe medications to delay the onset
    of labor or accelerate fetal lung development, request expensive
    transport to an advanced NICU facility or instruct the woman to
    remain home on bed rest and discontinue employment. If
    appropriate, these interventions can significantly increase the
    chance of infant survival. If healthcare providers could
    accurately identify women at risk, they could avoid many
    unnecessary interventions and their associated costs.
    Women designated as high-risk for preterm
    birth  We believe that up to 1.2 million
    women in the United States annually may be designated as
    high-risk for preterm birth during their pregnancy.
    Risk factors include previous preterm birth, multiple gestation,
    uterine anomalies, gestational diabetes, hypertension, low
    pre-pregnancy
    weight, use of illicit drugs, sexually transmitted diseases,
    vaginal infections, smoking, consumption of alcohol and
    demographic factors such as low socioeconomic status, certain
    ages and races. In addition, some women may also be designated
    as high-risk later in pregnancy when evaluated using
    a vaginally inserted ultrasound probe to assess cervical length.
    This method requires specially trained medical personnel, and
    its accuracy is highly dependent on specific user technique.
    However, healthcare providers have had limited success in
    accurately determining the risk of preterm birth based on these
    risk factors and evaluations. As a result, there is a need for
    an
    easy-to-use,
    objective method to identify women at multiple times during
    pregnancy who are truly at high risk for preterm birth.
    Women designated as low-risk for preterm
    birth  We believe that up to 2.8 million
    women annually in the United States with no known risk factors
    are designated as low-risk. However, according to
    the March of Dimes, women with no known causes of preterm birth
    account for approximately 50% of all preterm births. We believe
    the ability to accurately diagnose which of these women are
    truly at high risk for preterm birth is currently beyond the
    scope of traditional evaluation methods. Women who are
    inaccurately identified as low-risk are excluded
    from the potential benefits of existing interventions. If these
    women could be accurately identified as high-risk by
    periodic testing, their pregnancies potentially could be
    prolonged with appropriate medical treatment and lifestyle
    changes. These treatments could result in substantial medical
    benefits to the mother and infant, as well as significant cost
    savings.  Current
    treatments and interventions for preterm birth
   5




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Infertility
      Induction
    of labor
      Oncology 
    bladder cancer
   6




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FETAL
    FIBRONECTIN OVERVIEW
      THE ADEZA
    SOLUTION
  IQ multi-center
  IQ
  
    Objective result  Instrument provides a positive or
    negative result;
    Low-cost instrument  Minimal cost is incurred to
    acquire the instrument;
    Rapid turnaround  Produces a result in less than 25
    minutes;
    Easy to use  Simple and convenient test procedure and
    instrument user interface;
    Established reimbursement  Reimbursement provided by
    large US health plans; and
    Significant cost savings opportunity  Reduces
    hospital admissions, eliminates unnecessary transports and
    avoids costly interventions.   7




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8




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PRODUCT
    OVERVIEW
    Product

Use

StatusMARKETEDPRODUCTSPreterm birth

Fetal Fibronectin Test for

Prediction of preterm birth

Commercially availablethe
    TLiIQ
    System

 Women with signs and
    symptoms Women at
    high-risk Women at
    low-riskInfertility

E-tegrity Test

Uterine receptivity

Commercially availablePRODUCTS UNDER
    DEVELOPMENTOther pregnancy
    productsPreterm birth prevention therapeutic

Gestiva

Prevention of preterm birth in
    women with a previous preterm birth

FDA Approvable Letter received
    October 20, 2006Induction of labor

Fetal Fibronectin Test for the
    TLiIQ
    System

Successful induction of labor

FDA review pendingPreterm birth

SalEst Test

Prediction of preterm birth

In commercial developmentDelivery date

Fetal Fibronectin Test/ SalEst Test

Prediction of delivery date

In developmentOncology
    productsBladder cancer

Oncofetal fibronectin test for the
    TLiIQ
    System

Monitoring and screening

In development     MARKETED
    PRODUCTS
  Preterm
    birth products
  IQ
  TLiIQ
    System. IQ IQ IQ
  
    A keypad which is used to enter patient and user identification
    information;
    A display which provides simple on-screen commands to guide the
    user through the testing sequence;
    A fiber-optic scanner that is contained inside the instrument,
    which creates a digitized image of the test result; and
    Sophisticated technology that analyzes each Fetal Fibronectin
    Test cassette.  IQ
  Fetal Fibronectin Test cassette.
 9




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Test procedure. IQ IQ IQ
  Infertility
    products
  E-tegrity
    Test. E-tegrity E-tegrity E-
  E-tegrity E-tegrity E-tegrity E-tegrity
  PRODUCTS
    UNDER DEVELOPMENT
  Pregnancy
    products
  Preterm
    birth prevention therapeutic
         10




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Induction
    of labor
  Fetal Fibronectin Test.
  Preterm
    birth
  SalEst®
    Test. ® ® ® ® ®
  Delivery
    date
  Fetal Fibronectin Test/ ® Test. ® ®
  Oncology
    products
    Bladder
    cancer products
    SALES AND
    MARKETING
  country-by-country
 11




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U.S. Sales
    and Marketing
  IQ
  Peer-to-peer
  International
    Sales and Marketing
      MANUFACTURING
  IQ
    IQ
   12




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RESEARCH
    AND DEVELOPMENT
    GOVERNMENT
    REGULATION
    FDAs
    Pre-Market Clearance And Approval Requirements for Medical
    Devices
  IQ
  510(K)
    Clearance Pathway
    and/or
  Pre-Market
    Approval Pathway
  in vitro
 13




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In
    Vitro Diagnostic Medical Devices
  E-tegrity E-tegrity E-tegrity E-tegrity
  FDA
    Regulation of Prescription Drug Products
    
    Animal pharmacology studies to obtain preliminary information on
    the safety and efficacy of a drug; and
    Nonclinical evaluation in vitroand in vivoincluding extensive toxicology studies.    
    Phase I investigations are generally conducted in healthy
    subjects. In certain instances, subjects with a
    life-threatening
    disease, such as cancer, may participate in Phase I studies
    that determine the maximum tolerated dose and initial safety of
    the product;
    Phase II studies are conducted in limited numbers of
    subjects with the disease or condition to be treated and are
    aimed at determining the most effective dose and schedule of
    administration, evaluating both safety and whether the product
    demonstrates therapeutic effectiveness against the
    disease; and 14




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
    Phase III studies involve large, well-controlled
    investigations in diseased subjects and are aimed at verifying
    the safety and effectiveness of the drug.    Continuing
    FDA Regulation
    
    good manufacturing practices, which require manufacturers to
    follow quality assurance and quality control procedures during
    the manufacturing, processing, packing and holding of regulated
    products;
    satisfaction of post-marketing commitments, which may include
    clinical studies and provider or patient education, among other
    things;
    labeling regulations, which prohibit the promotion of products
    for unapproved or off-label uses and impose other
    restrictions on labeling; and
    adverse experience reporting regulations, which require that
    manufacturers report to the FDA if their products have been or
    may have been associated with an adverse clinical outcome.    
    fines, injunctions, and civil penalties;
    recall or seizure of our products;
    operating restrictions, partial suspension or total shutdown of
    production;
    refusing our request for clearance or approval of new products;
    withdrawing clearance or approvals that are already
    granted; and
    criminal prosecution.    International
    INTELLECTUAL
    PROPERTY
     15




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IQ
    
    29 issued US patents;
    11 US non-provisional patent applications;
    106 issued foreign patents;
    17 foreign patent applications that are in various national
    stages of prosecution, which means that the applications have
    been filed in specific foreign jurisdictions.      USProvisional andUS


Non-Provisional


Foreign


ForeignPatents


Applications


Patents


ApplicationsCategory

Granted


Filed


Granted


FiledMethods of Use


16



6



49



13Detection Systems


6



3



46



2Platforms/Other Devices


7



2



11



2Total


29



11



106



17   IQ IQ IQ IQ E-tegrity
 16




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LICENSE
    AND OTHER AGREEMENTS
          E-tegrity E-tegrity
    COMPETITION
   17




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EMPLOYEES
    ITEM 1A.
    RISK
    FACTORS  In addition to other information in this
    Form 10-K,
    the following factors should be considered carefully in
    evaluating the company. If any of the risks or uncertainties
    described in this
    Form 10-K
    actually occurs, our business, results of operations or
    financial condition could be materially adversely affected. The
    risks and uncertainties described in this
    Form 10-K
    are not the only ones facing the company. Additional risks and
    uncertainties of which we are unaware or currently deem
    immaterial may also become important factors that may harm our
    business.
  RISKS
    RELATING TO OUR BUSINESS
  Because
    our revenues and financial results depend significantly on a
    limited product line, if we are unable to manufacture or sell
    our products in sufficient quantities and in a timely manner,
    our business will suffer.
  IQ near-term IQ
 18




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If our
    products do not achieve and sustain market acceptance, we may
    fail to generate sufficient revenue to maintain our
    business.
  IQ IQ IQ
      
    evidence of clinical utility;
    convenience and ease of use;
    availability of alternative and competing diagnostic products;
    cost-effectiveness;
    effectiveness of marketing, distribution and pricing strategy;
    publicity concerning these products or competitive products;
    concerns regarding product safety; and
    reimbursement.    Our
    quarterly revenues and operating results are subject to
    significant fluctuations, and our stock price may decline if we
    do not meet the expectations of investors and
    analysts.
    
    our ability to increase market acceptance of womens health
    diagnostics generally and of our products in particular, as
    discussed under Risk Factors  If our products
    do not achieve and sustain market acceptance, we may fail to
    generate sufficient revenue to maintain our business; 19




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
    our need and ability to generate and manage growth as discussed
    under Risk Factors  If we fail to properly
    manage our anticipated growth in the United States or abroad, we
    may incur significant additional costs and expenses and our
    operating results may suffer;
    delays in, or failure of, delivery of components by our
    suppliers as more fully described in Risk
    Factors  We rely on a limited number of suppliers,
    and if these suppliers fail or are unable to perform in a timely
    and satisfactory manner, we may be unable to manufacture our
    products or satisfy product demand in a timely manner, which
    could delay the production or sale of these products;
    risks related to Gestiva described below, including those
    discussed under Risk Factors  If we are unable
    to obtain or maintain regulatory approval for Gestiva, we will
    be limited in our ability to commercialize Gestiva, and our
    business will be harmed,  The market for
    Gestiva may be very competitive because we have no patent
    protection for Gestiva, and we may not obtain regulatory
    exclusivity for Gestiva, and  We rely on
    a limited number of suppliers, and if these suppliers fail or
    are unable to perform in a timely and satisfactory manner, we
    may be unable to manufacture our products or satisfy product
    demand in a timely manner, which could delay the production or
    sale of our products.
    the quarterly variations and seasonal nature of our business,
    and the resulting demand for our products based on procurement
    cycles of our customers;
    changes in the manner in which our operations are regulated;
    the adoption of new accounting policies;
    increases in the length of our sales cycle;
    fluctuations in gross margins;
    compensation charges related to the issuance of stock
    options; and
    difficult political and economic conditions.       20




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If
    third-party payors do not adequately reimburse our customers,
    market acceptance of our products may be impaired, which may
    adversely affect our revenues and our operating
    results.
    time-consuming
      If we
    fail to properly manage our anticipated growth in the US or
    abroad, we may incur significant additional costs and expenses
    and our operating results may suffer.
     21




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We
    will need to devote considerable resources to comply with
    federal, state and foreign regulations and, if we are unable to
    fully comply, we could face substantial penalties.
    
    the Federal Food, Drug and Cosmetic Act, which regulates the
    design, testing, development, manufacture, labeling, marketing,
    distribution and sale of medical devices and pharmaceuticals;
    the Federal Anti-Kickback Law, which prohibits the illegal
    inducement of referrals for which payment may be made under
    federal healthcare programs such as the Medicare and Medicaid
    Programs;
    Medicare laws and regulations that prescribe the requirements
    for coverage and payment, including the amount of such payment,
    and laws prohibiting false claims for reimbursement under
    Medicare and Medicaid;
    CE mark which could limit our ability to sell in Europe; and
    ISO 13485 which could limit our ability to sell in Canada.    If we
    are unable to maintain our existing regulatory approvals and
    clearances for our existing diagnostic products, or obtain new
    regulatory approvals and clearances for our diagnostic product
    candidates, our ability to commercially distribute our products
    and our business may be significantly harmed.
   22




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
    fines, injunctions and civil penalties;
    recall or seizure of our products;
    restrictions on our products or manufacturing processes,
    including operating restrictions, partial suspension or total
    shutdown of production;
    denial of requests for 510(k) clearances or PMAs of product
    candidates;
    withdrawal of 510(k) clearances or PMAs already granted;
    disgorgement of profits; and
    criminal prosecution.      E-tegrity follow-up E-tegrity
 23




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If we
    are unable to obtain or maintain regulatory approval for
    Gestiva, we will be limited in our ability to commercialize
    Gestiva, and our business will be harmed. In addition, if
    pre-marketing or post-marketing approval requirements are too
    expensive or too time-consuming and could adversely affect our
    financial condition, we may elect to not commercialize, or not
    continue commercializing, Gestiva.
      
    the FDA may not find that there is adequate evidence that our
    product candidate is safe or effective;
    the FDA may not find data from the clinical or preclinical
    testing to be sufficient; or
    the FDA may not approve our or our third party
    manufacturers processes or facilities.    follow-up
  If we
    modify our marketed diagnostic products, we may be required to
    obtain new 510(k) clearances or PMAs, or we may be required to
    cease marketing or recall the modified products until clearances
    are obtained.
   24




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Even
    if we receive approval for the marketing and sale of Gestiva for
    the prevention of preterm birth in women who have a history of
    preterm delivery, it may never be accepted as a treatment for
    preterm birth in women who have a history of preterm
    delivery.
      
    the effectiveness of Gestiva, including any side effects, as
    compared to alternative treatment methods;
    the product labeling or product insert required by the FDA for
    Gestiva;
    the cost-effectiveness of Gestiva and the availability of
    insurance or other third-party reimbursement for patients using
    Gestiva;
    the timing of market entry of Gestiva relative to competitive
    products;
    the extent and success of our sales and marketing efforts; and
    the rate of adoption of Gestiva by physicians and by target
    patient population.    We
    have no experience marketing pharmaceutical products, and will
    need to develop pharmaceutical sales and marketing capabilities
    to successfully commercialize Gestiva.
    If we
    experience delays in the development of new products or delays
    in planned improvements to our products, our commercial
    opportunities will be reduced and our future competitive
    position may be adversely affected.
   25




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If
    other companies develop and market technologies or products
    faster than we do, or if those products are more cost effective
    or useful than our products, our commercial opportunities will
    be reduced or eliminated.
            
    pursue acquisitions, joint ventures or other collaborations;
    license proprietary technologies that are competitive with our
    technologies;
    attract funding; and
    attract and hire scientific and other talent.    If we
    or any of our third-party manufacturers for our diagnostic do
    not operate in accordance with Quality System Regulations, we
    could be subject to FDA enforcement actions, including the
    seizure of our products and the halt of our
    production.
   26




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We
    rely on a limited number of suppliers, and if these suppliers
    fail or are unable to perform in a timely and satisfactory
    manner, we may be unable to manufacture our products or satisfy
    product demand in a timely manner, which could delay the
    production or sale of our products.
      We
    have no manufacturing capabilities for Gestiva and we may depend
    on third parties who are single source suppliers to manufacture
    Gestiva. If these suppliers are unable to continue manufacturing
    Gestiva and we are unable to obtain supply from alternative
    sources, our business will be harmed.
   27




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If our
    third party manufacturers of Gestiva fail to comply with FDA
    regulations or otherwise fail to meet our requirements, our
    product development and commercialization efforts may be
    delayed.
          We
    depend on distributors to market and sell our products in
    overseas markets, and if our foreign distributors fail in their
    efforts or are unwilling or unable to devote sufficient
    resources to market and sell our products, our ability to
    effectively market our products and our business will be
    harmed.
    The
    regulatory approval process outside the United States varies
    depending on foreign regulatory requirements and may limit our
    ability to develop, manufacture and sell our products
    internationally.
   28




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If our
    products do not perform as expected, we may experience reduced
    revenue, delayed or reduced market acceptance of our products,
    increased costs and damage to our reputation.
    
    failure of our products to perform as expected;
    a perception that our products are difficult to use; and
    litigation concerning the performance of our products.    If
    product liability suits or other claims and product field
    actions are initiated against us, we may be required to engage
    in expensive and time-consuming litigation, pay substantial
    damages, face increased insurance rates and sustain damage to
    our reputation, which would significantly impair our financial
    condition.
    If we
    or others identify side effects after our therapeutic products
    are on the market, we may be required to perform lengthy
    additional clinical trials, change the labeling of our products
    or withdraw our products from the market, any of which would
    hinder or preclude our ability to generate
    revenues.
    
    regulatory authorities may withdraw their approvals;
    we may be required to reformulate our products, conduct
    additional clinical trials, make changes in labeling of our
    products or implement changes to or obtain re-approvals of our
    manufacturing facilities;
    we may experience a significant drop in the sales of the
    affected products;
    our reputation in the marketplace may suffer; and
    we may become the target of lawsuits, including class action
    lawsuits. 29




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We
    depend on the services of key personnel to implement our
    strategy, and if we lose key management or scientific personnel,
    scientific collaborators or other advisors or are unable to
    attract and retain other qualified personnel, we may be unable
    to execute our business plan and our operations and business
    would suffer.
    Most
    of our operations are currently conducted at a single location
    that may be at risk from earthquakes and other natural or
    unforeseen disasters.
  E-tegrity
  If we
    use biological and hazardous materials in a manner that causes
    injury, we could be liable for damages.
   30




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Potential
    business combinations could require significant management
    attention and prove difficult to integrate with our business,
    which could distract our management, disrupt our business,
    dilute stockholder value and adversely affect our operating
    results.
    
    failure to integrate management information systems, personnel,
    research and development and marketing, operations, sales and
    support;
    potential loss of key current employees or employees of the
    other company;
    disruption of our ongoing business and diversion of
    managements attention from other business concerns;
    potential loss of the other companys customers;
    failure to develop further the other companys technology
    successfully;
    unanticipated costs and liabilities; and
    other accounting consequences.    If we
    fail to obtain necessary funds for our operations, we will be
    unable to continue to develop and commercialize new products and
    technologies and we may need to downsize or halt our
    operations.
    
    the level of research and development investment required to
    maintain and improve our technology position;
    costs of filing, prosecuting, defending and enforcing patent
    claims and other intellectual property rights;
    the success of our product sales and related collections;
    our need or decision to acquire or license businesses, products
    or technologies;
    maintaining or expanding our manufacturing or commercialization
    capacity;
    greater than expected costs associated with Gestiva;
    competing technological and market developments; and
    costs relating to changes in regulatory policies or laws that
    affect our operations. 31




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Changes
    to existing accounting pronouncements, including SFAS 123R,
    or taxation rules or practices, including FIN 48, may
    adversely affect our reported results of operations or how we
    conduct our business.
      RISKS
    RELATING TO OUR INTELLECTUAL PROPERTY
  If we
    are unable to protect our proprietary rights, we may not be able
    to compete effectively.
     32




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##### Table of Contents



Our
    rights to use technologies and patents licensed to us by third
    parties are not within our control, and we may not be able to
    commercialize our products without these
    technologies.
  E-tegrity
        If the
    use of our technologies conflicts with the intellectual property
    rights of third parties, we may incur substantial liabilities,
    and we may be unable to commercialize products based on these
    technologies in a profitable manner, if at all.
        
    we may become involved in time-consuming and expensive
    litigation, even if the claim is without merit; 33




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##### Table of Contents




    we may become liable for substantial damages for past
    infringement if a court decides that our technologies infringe
    upon a competitors patent;
    a court may prohibit us from selling or licensing our product
    without a license from the patent holder, which may not be
    available on commercially acceptable terms, if at all, or which
    may require us to pay substantial royalties or grant
    cross-licenses to our patents; and
    we may have to redesign our product so that it does not infringe
    upon others patent rights, which may not be possible or
    could require substantial funds or time.    If we
    are involved in intellectual property claims and litigation, the
    proceedings may divert our resources and subject us to
    significant liability for damages, substantial litigation
    expense and the loss of our proprietary rights.
      
    divert existing management, scientific and financial resources;
    subject us to significant liabilities;
    allow our competitors to market competitive products without
    obtaining a license from us;
    cause product shipment delays and lost sales;
    require us to enter into royalty or licensing agreements, which
    may not be available on terms acceptable to us, if at all; or
    force us to discontinue selling or modify our products, or to
    develop new products.  The
    market for Gestiva may be very competitive because we have no
    patent protection for Gestiva, and we may not obtain regulatory
    exclusivity for Gestiva.
    and/or
   34




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##### Table of Contents



We may
    be subject to damages resulting from claims that we or our
    employees have wrongfully used or disclosed alleged trade
    secrets of their former employers.
    If we
    cannot obtain additional licenses to intellectual property owned
    by third parties that we desire to incorporate into new products
    we plan to develop, we may not be able to develop or
    commercialize these future products.
    RISKS
    RELATING TO OUR COMMON STOCK
  If we
    are unable to timely satisfy regulatory requirements relating to
    internal controls, our stock price could suffer.
   35




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If our
    principal stockholders, executive officers and directors choose
    to act together, they may be able to control our management and
    operations, which may prevent us from taking actions that may be
    favorable to our stockholders.
    The
    future sale of our securities could dilute our common
    stockholders investments and negatively affect our stock
    price.
    The
    price and volume of our common stock experience fluctuations,
    which could lead to costly litigation for us.
    
    media reports and publications and announcements about
    womens health and cancer diagnostic products or new cancer
    treatments or innovations that could compete with our products;
    new regulatory pronouncements, changes in regulatory guidelines,
    such as adverse changes in reimbursement for womens health
    and cancer diagnostic products, and the timing of regulatory
    approvals concerning the products in our pipeline;
    market conditions or trends related to the medical devices and
    diagnostic products industries or the market in general;
    changes in financial estimates or recommendations by securities
    analysts;
    the seasonal nature of our revenues and expenses;
    analysts perceptions of our ability to compete
    successfully in both the diagnostic and therapeutic businesses; 36




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##### Table of Contents




    variations in our quarterly operating results; and
    changes in accounting principles.    Anti-takeover
    provisions in our certificate of incorporation and bylaws and
    under Delaware law may inhibit a change in control or a change
    in management that our stockholders consider
    favorable.
    
    authorizing the issuance without further approval of blank
    check preferred stock that could be issued by our board of
    directors to increase the number of outstanding shares and
    thwart a takeover attempt;
    prohibiting cumulative voting in the election of directors,
    which would otherwise allow less than a majority of stockholders
    to elect director candidates;
    limiting the ability to remove directors;
    limiting the ability of stockholders to call special meetings of
    stockholders;
    prohibiting stockholder action by written consent, thereby
    requiring all stockholder actions to be taken at a meeting of
    stockholders; and
    establishing advance notice requirements for nominations for
    election to the board of directors or for proposing matters that
    can be acted upon by stockholders at stockholder meetings.    We do
    not expect to pay dividends in the foreseeable future. As a
    result, our stockholders must rely on stock appreciation for any
    return on their investment in our common stock.
   37




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RISKS
    RELATING TO THE PROPOSED MERGER WITH CYTYC
  Our
    proposed merger with Cytyc will be subject to business
    uncertainties; integration of the two businesses may be
    difficult to achieve, which may adversely affect
    operations.
    
    Coordinating geographically disparate organizations, systems and
    facilities;
    Potential conflicts between business cultures;
    Integrating personnel with diverse business backgrounds;
    Consolidating corporate and administrative functions;
    Consolidating research and development, and manufacturing
    operations;
    Coordinating sales and marketing functions;
    Retaining key employees;
    Preserving the research and development, collaboration,
    distribution, marketing, promotion and other important
    relationships of the two companies; and
    Pursuant to certain of our third-party agreements, we will have
    to obtain the consent of the other party to assign such
    agreement pursuant to the proposed merger with Cytyc.      Failure
    to complete the merger could negatively impact our stock prices,
    future business and operations.
    
    the payment of a termination of $13.35 million to Cytyc
    under certain circumstances;
    payment of certain costs related to the proposed merger,
    including the fees
    and/or
    expenses of our legal, accounting and financial advisors, even
    though the proposed merger was not completed;
    the diversion of our managements focus toward the merger
    instead of on our core business and other potential business
    opportunities;
    a change in the price of our common stock to the extent that the
    current market price of our common stock reflects an assumption
    that the proposed merger will be completed;
    uncertainty about the effect of the termination of the proposed
    merger upon our employees and customers; and
    negative publicity
    and/or
    negative impression of our company in the investment community. 38




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ADDITIONAL
    INFORMATION
  http://www.adeza.com,
    http://www.fullterm.net http://www.ffntest.com. Form 10-K, Form 10-Q, Form 8-K,
  Form 10-K
  EXECUTIVE
    OFFICERS
    Name

Age

Position(s)Emory V. Anderson


53


President, Chief Executive Officer
    and DirectorMark D. Fischer-Colbrie


50


Senior Vice President, Finance and
    Administration and Chief Financial OfficerDurlin E. Hickok, MD, MPH


59


Senior Vice President, Medical
    AffairsMarian E. Sacco


53


Senior Vice President, Sales and
    MarketingRobert O. Hussa, PhD


65


Vice President, Research and
    Development            39




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##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES      ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    Fiscal 2005Quarter 1


Quarter 2


Quarter 3


Quarter 4High

$
18.26


$
16.98


$
18.15


$
21.62Low

$
12.18


$
11.26


$
15.71


$
15.54   Fiscal 2006Quarter 1


Quarter 2


Quarter 3


Quarter 4High

$
23.34


$
22.05


$
17.44


$
18.31Low

$
18.65


$
12.65


$
13.50


$
13.58       Use of
    Proceeds from Sale of Registered Securities
  Form S-1 No. 333-118012)
 40




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,
 41




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##### Table of Contents



Performance
    Graph
    COMPARISON
    OF 2 YEAR CUMULATIVE TOTAL RETURN*
    Among Adeza Biomedical Corp, The NASDAQ Composite Index
    And The NASDAQ Medical Equipment Index
   
   *
    
    $100 invested on 12/10/04 in stock or on 11/30/04 in
    index-including reinvestment of dividends.
    Fiscal year ending December 31. 42




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K. Form 10-K. Form 10-K.
  Year Ended December 31,2006


2005


2004


2003


2002(In thousands, except per share amounts)Statement of Operations
    Data:Product sales

$
51,983


$
43,603


$
33,596


$
26,499


$
14,277Cost of product sales(1)


7,924



6,134



2,195



6,087



3,715Gross profit


44,059



37,469



31,401



20,412



10,562Contract revenues


















1,059Operating costs and expenses:Selling and marketing


27,689



19,761



15,907



12,259



7,819General and administrative


8,131



7,489



3,997



2,730



2,069Research and development


6,903



5,092



2,451



2,001



2,047Total operating costs and expenses


42,723



32,342



22,355



16,990



11,935Income (loss) from operations(3)


1,336



5,127



9,046



3,422



(314
)Interest income (expense), net


4,693



2,689



233



(52
)


(15
)Income (loss) before income taxes


6,029



7,816



9,279



3,370



(329
)Provision for (benefit from)
    income taxes(2)


3,502



(4,512
)


410



135



Net income (loss)

$
2,527


$
12,328


$
8,869


$
3,235


$
(329
)Net income (loss) per share:Basic

$
0.14


$
0.73


$
8.05


$
17.78


$
(1.82
)Diluted

$
0.14


$
0.69


$
0.65


$
0.26


$
(1.82
)Shares used in computing net
    income (loss) per share:Basic


17,476



16,883



1,102



182



181Diluted


18,170



17,863



13,649



12,515



181   As of December 31,2006


2005


2004


2003


2002Balance Sheet Data:Cash, cash equivalents and
    short-term investments

$
98,778


$
89,722


$
80,118


$
12,092


$
10,751Working capital


106,378



96,736



81,267



9,653



6,195Total assets


115,950



105,643



88,128



18,716



15,731Convertible preferred stock














61,484



60,984Accumulated deficit


(29,913
)


(32,440
)


(44,768
)


(53,637
)


(56,872
)Total stockholders equity
    (deficit)


107,101



97,405



81,711



(51,279
)


(54,537
)  43




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##### Table of Contents



(1)
    
    Cost of product sales for the year ended December 31, 2004
    includes a non-recurring reduction of accrued royalties and
    related royalty costs of $2.7 million.(2)
    
    Provision for (benefit from) income taxes for the year ended
    December 31, 2005 includes a non-recurring benefit from
    income taxes of $5.1 million primarily related to the
    positive impact from recording certain deferred tax assets.(3)
    
    Income from operations for the year ended December 31, 2006
    included approximately $3.3 million in expenses related to
    FAS 123R.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K. Form 10-K,
  BUSINESS
    OVERVIEW
          E-tegrity E-tegrity
 44




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##### Table of Contents



and/or
  and/or
  CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
    Revenue
    Recognition
   45




---



##### Table of Contents



Valuation
    of Inventory
    Allowance
    for Doubtful Accounts
    Stock-Based
    Compensation Expense
       46




---



##### Table of Contents



Royalty
    Costs
  E-tegrity
  Income
    Taxes
     47




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##### Table of Contents



RECENT
    ACCOUNTING PRONOUNCEMENTS
    Accounting for
    Income Taxes.
  RESULTS
    OF OPERATIONS
    Years Ended December 31,2006


2005


2004Product sales


100.0
%


100.0
%


100.0
%Cost of product sales


15.2
%


14.1
%


6.5
%Gross profit


84.8
%


85.9
%


93.5
%Operating costs and expenses:Selling and marketing


53.3
%


45.3
%


47.3
%General and administration


15.6
%


17.2
%


11.9
%Research and development


13.3
%


11.7
%


7.3
%Total operating costs and expenses


82.2
%


74.2
%


66.5
%Income from operations


2.6
%


11.7
%


27.0
%Interest income (expense) and
    other, net


9.0
%


6.2
%


0.7
%Income before income taxes


11.6
%


17.9
%


27.7
%Provision for (benefit from)
    income taxes


6.7
%


(10.4
)%


1.2
%Net income


4.9
%


28.3
%


26.5
%   COMPARISON
    OF THE YEARS ENDED DECEMBER 31, 2006 AND DECEMBER 31,
    2005
  Product
    Sales
  IQ
 48




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##### Table of Contents



Year Ended December 31,


%2006


2005


Change(Dollars in thousands)Product sales

$
51,983


$
43,603



19.2
%       Year Ended December 31,


%2006


2005


Change(Dollars in thousands)United States

$
50,377


$
42,600



18.3
%Percentage of total product sales


96.9
%


97.7
%International

$
1,606


$
1,003



60.1
%Percentage of total product sales


3.1
%


2.3
%     Cost
    of Product Sales
    Year Ended December 31,


%2006


2005


Change(Dollars in thousands)Cost of product sales

$
7,924


$
6,134



29.2
%Percentage of product sales


15.2
%


14.1
%     Royalties
    Year Ended December 31,


%2006


2005


Change(Dollars in thousands)Royalty costs

$
3,116


$
2,699



15.5
%Percentage of product sales


6.0
%


6.2
%    49




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##### Table of Contents



Gross
    Profit
  Year Ended December 31,


%2006


2005


Change(Dollars in thousands)Gross profit

$
44,059


$
37,469



17.6
%Percentage of product sales


84.8
%


85.9
%     Sales
    and Marketing
    Year Ended December 31,


%2006


2005


Change(Dollars in thousands)Sales and marketing expenses

$
27,689


$
19,761



40.1
%Percentage of product sales


53.3
%


45.3
%       General
    and Administrative
    Year Ended December 31,


%2006


2005


Change(Dollars in thousands)General and administrative expenses

$
8,131


$
7,489



8.6
%Percentage of product sales


15.6
%


17.2
%    50




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##### Table of Contents



Research
    and Development
    Year Ended December 31,


%2006


2005


Change(Dollars in thousands)Research and development expenses

$
6,903


$
5,092



35.6
%Percentage of product sales


13.3
%


11.7
%   ,
      Interest
    Income
    Year Ended December 31,


%2006


2005


Change(Dollars in thousands)Interest income

$
4,693


$
2,689



74.5
%Percentage of product sales


9.0
%


6.2
%    51




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##### Table of Contents



Provision
    for Income Taxes
  Year Ended December 31,


%2006


2005


Change(Dollars in thousands)Provision for income taxes

$
3,502


$
(4,512
)


(177.6
)%Percentage of product sales


6.7
%


(10.3
)%           COMPARISON
    OF THE YEARS ENDED DECEMBER 31, 2005 AND DECEMBER 31,
    2004
  Product
    Sales
  Year Ended December 31,2005


2004


Change ($)


Change (%)(In millions)Product sales

$
43.6


$
33.6


$
10.0



29.8
%    52




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##### Table of Contents



Cost
    of Product Sales
  Year Ended December 31,2005


2004


Change ($)


Change (%)(In millions)Cost of product sales

$
6.1


$
2.2


$
3.9



177.3
%     Gross
    Profit
  Year Ended December 31,2005


2004


Change ($)


Change (%)(In millions)Gross profit

$
37.5


$
31.4


$
6.1



19.3
%     Selling
    and Marketing
  Year Ended December 31,2005


2004


Change ($)


Change (%)(In millions)Selling and marketing expenses

$
19.8


$
15.9


$
3.9



24.2
%   year-over-year .
  General
    and Administrative
  Year Ended December 31,2005


2004


Change ($)


Change (%)(In millions)General and administrative expenses

$
7.5


$
4.0


$
3.5



87.4
%     Research
    and Development
  Year Ended December 31,2005


2004


Change ($)


Change (%)(In millions)Research and development expenses

$
5.1


$
2.5


$
2.6



107.8
%  53




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##### Table of Contents



Interest
    Income
  Year Ended December 31,2005


2004


Change ($)


Change (%)(In millions)Interest income

$
2.7


$
0.2


$
2.5



1250
%     Provision
    For (Benefit From) Income Taxes
         54




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
    As of


As ofDecember 31,


December 31,2006


2005(Dollars in thousands)Cash and cash equivalents

$
45,921


$
89,722Short-term investments


52,857



Total cash and cash equivalents,
    and short-term investments

$
98,778


$
89,722       Year EndedDecember 31,2006


2005(Dollars in thousands)Net cash provided by operating
    activities

$
5,851


$
7,811Net cash used in investing
    activities


(53,135
)


(224
)Net cash provided by financing
    activities


3,483



2,017Net increase (decrease) in cash
    and cash equivalents

$
(43,801
)

$
9,604   Operating
    Activities
      Investing
    Activities
   55




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##### Table of Contents



Financing
    Activities
      Contractual
    Obligations
      Payments Due in2010 andContractual Obligations

Total


2007


2008


2009


thereafterOperating lease obligations(1)

$
269


$
219


$
25



13



12Royalties accrued

$
1,628



1,628











Total

$
1,897


$
1,847


$
25


$
13


$
12     (1)
    
    This represents the future minimum lease payments.    
    success of our product sales and related collections;
    future expenses to expand and support our sales and marketing
    activities;
    costs relating to changes in regulatory policies or laws that
    affect our operations;
    maintaining and expanding our manufacturing capacity;
    the level of investment in research and development and clinical
    trials required to maintain and improve our technology position;
    costs of filing, prosecuting, defending and enforcing patent
    claims and other intellectual property rights; and
    our need or decision to acquire or license businesses, products
    or technologies.   56




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##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Form 10-K Form 10-K
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  (a)
    Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures  Evaluation of disclosure controls and
    procedures. Rule 13a-15(b), Form 10-K, Rule 13a-15(c).
  Limitations on Effectiveness of Disclosure
    Controls.
 57




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##### Table of Contents



(b)
    Managements
    Report on Internal Control over Financial Reporting  Rule 13a-15(f). Internal Control 
    Integrated Framework Internal
    Control  Integrated Framework
   58




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  
              
  
 59




---



##### Table of Contents



(c)
    Changes
    in Internal Controls    ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE        ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   60




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Form 10-K.
  Financial Statements. Form 10-K
  PageReport of
    Independent Registered Public Accounting Firm



63Balance
    Sheets



64Statements of
    Income



65Statements of
    Convertible Preferred Stock and Stockholders Equity
    (Deficit)



66Statements of Cash
    Flows



67Notes to Financial
    Statements



68   Financial Statement Schedules:
  (b)
    Exhibits  ExhibitNumber

Description3
.1(1)

Amended and Restated Certificate
    of Incorporation.3
.2(1)

Amended and Restated Bylaws4
.1(1)

Specimen Stock Certificate.10
.1(1)*

1995 Stock Option and Restricted
    Stock Plan.10
.2(2)*

2004 Equity Incentive Plan.10
.3(1)

Exclusive License Agreement, dated
    August 12, 1992, between Adeza and the Fred Hutchinson
    Cancer Research Center, together with the First Amendment to
    Exclusive License Agreement and Consent dated May 9, 1996
    and Amendment No. 1 to Exclusive License Agreement dated
    April 30, 1998.10
.4(1)

Investors Rights Agreement,
    dated September 19, 2001, between Adeza and certain
    Stockholders of Adeza.10
.5(1)

License Agreement, dated
    July 25, 1997, between Adeza and the Trustees of the
    University of Pennsylvania.10
.6(1)

Agreement and Release, dated
    March 3, 1998, between Adeza and Matria Healthcare,
    Inc.10
.7(1)

Net Industrial Space Lease, dated
    July 7, 1999, between Adeza and Tasman V, LLC.10
.8(3)

Third Amendment to the Net
    Industrial Space Lease, dated July 15, 2005 between Adeza
    and Tasman V, LLC.10
.9(3)

Net Industrial Space Lease, dated
    July 1, 2005, between Adeza and Tasman V, LLC.10
.10(1)

Service Agreement, dated as of
    March 31, 1999, between Adeza and Ventiv Health
    U.S. Sales LLC (formerly known as Snyder Healthcare Sales
    Inc.), together with First Amendment to Service Agreement dated
    March 8, 2002, Second Amendment to Service Agreement dated
    July 22, 2002, and Third Amendment to Service Agreement
    dated May 15, 2004.10
.11(1)

Warrant to Purchase Shares of
    Series 3 Preferred Stock, dated March 23, 1999,
    between Adeza and Transamerica Business Credit Corporation and
    its assignees.10
.12(1)

Form of Indemnification Agreement
    for Directors and Officers.10
.13(1)

Agreement, dated December 24,
    1998, between Adeza and Unilever PLC.10
.14(1)

Second Amendment to Lease, dated
    October 12, 2004, between Adeza and Tasman V, LLC.10
.15(1)*

Management Continuity Agreement,
    dated October 21, 2004, between Adeza and Emory Anderson.10
.16(1)*

Management Continuity Agreement,
    dated October 21, 2004, between Adeza and Mark
    Fischer-Colbrie. 61




---



##### Table of Contents



ExhibitNumber

Description10
.17(1)*

Form of Management Continuity
    Agreement, dated October 21, 2004, between Adeza and Durlin
    Hickok, Robert Hussa and Marian Sacco.10
.18(4)

Net Industrial Space Lease,
    executed on September 19, 2006, between Adeza and
    Tasman V, LLC.10
.19

Fifth Amendment to Service
    Agreement, dated as of December 11, 2006, between Adeza and
    Ventiv Commercial Services, LLC (formerly known as Ventiv Pharma
    Services, LLC and Ventiv Health U.S. Sales, LLC.10
.20 *

Management Continuity Agreement,
    dated January 12, 2007, between Adeza and Emory Anderson.10
.21 *

Management Continuity Agreement,
    dated January 12, 2007, between Adeza and Mark
    Fischer-Colbrie.10
.22 *

Management Continuity Agreement,
    dated January 12, 2007, between Adeza and Durlin Hickok.10
.23 *

Management Continuity Agreement,
    dated January 12, 2007, between Adeza and Robert Hussa.10
.24 *

Management Continuity Agreement,
    dated January 12, 2007, between Adeza and Marian Sacco.23
.1

Consent of Independent Registered
    Public Accounting Firm.24
.1

Powers of Attorney (included on
    signature page).31
.1

Certification pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934 of Emory V. Anderson.31
.2

Certification pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934 of Mark D.
    Fischer-Colbrie.32
.1

Certification pursuant to
    18 U.S.C. Section 1350 of Emory V. Anderson.32
.2

Certification pursuant to
    18 U.S.C. Section 1350 of Mark D. Fischer-Colbrie.     (1)
    
    Incorporated by reference to the registrants Registration
    Statement on
    Form S-1
    (Registration
    No. 333-118012)
    initially filed with the Securities and Exchange Commission on
    August 6, 2004.(2)
    
    Incorporated by reference to the registrants Registration
    Statement on
    Form S-8
    (Registration
    No. 333-122430)
    filed with the Securities and Exchange Commission on
    January 31, 2005.(3)
    
    Incorporated by reference to the registrants Annual Report
    on
    Form 10-K
    filed with the Securities and Exchange Commission on
    March 14, 2006, as amended.(4)
    
    Incorporated by reference to the registrants Quarterly
    Report on Form
    10-Q filed
    with the Securities and Exchange Commission on November 7,
    2006.*
    
    Management compensatory plan or contract.
    
    Confidential Treatment granted. Omitted material for which
    confidential treatment has been granted has been filed
    separately with the Securities and Exchange Commission.
    
    Application has been made to the Securities and Exchange
    Commission to seek confidential treatment of certain provisions
    of this exhibit under Rule 406 of the Securities Act of
    1933. Omitted material for which confidential treatment has been
    separately requested has been separately filed with the
    Securities and Exchange Commission. 62




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm  The Board of Directors and Stockholders
 Adeza Biomedical Corporation
            
    63




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  BALANCE
    SHEETS
  December 31,


December 31,2006


2005(In thousands, except par value)ASSETSCurrent assets:Cash and cash equivalents

$
45,921


$
89,722Short-term investments


52,857



Accounts receivable, net of
    allowance of $323 and $435 at December 31, 2006 and 2005,
    respectively


9,576



9,182Inventories


983



849Prepaid expenses and other current
    assets


951



292Current deferred tax asset


4,939



4,929Total current assets


115,227



104,974Property and equipment, net


454



348Non-current deferred tax asset


189



193Intangible assets, net


80



128Total assets

$
115,950


$
105,643LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
2,368


$
1,994Accrued compensation


2,577



2,216Accrued royalties


1,628



1,427Other accrued liabilities


1,527



1,246Taxes payable


703



1,322Deferred revenue


46



33Total current liabilities


8,849



8,238Stockholders equity:Common stock, $0.001 par
    value; 100,000 shares authorized; 17,548 and
    17,376 shares issued and outstanding at December 31,
    2006 and December 31, 2005, respectively


17



17Additional paid-in capital


136,988



132,432Deferred compensation






(2,604
)Accumulated other comprehensive
    income


9



Accumulated deficit


(29,913
)


(32,440
)Total stockholders equity


107,101



97,405Total liabilities and
    stockholders equity

$
115,950


$
105,643    64




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  STATEMENTS
    OF INCOME
  Years Ended December 31,2006


2005


2004(In thousands, exceptper share amounts)Product sales

$
51,983


$
43,603


$
33,596Cost of product sales


7,924



6,134



2,195Gross profit


44,059



37,469



31,401Operating costs and expenses:Sales and marketing


27,689



19,761



15,907General and administrative


8,131



7,489



3,997Research and development


6,903



5,092



2,451Total operating costs and expenses


42,723



32,342



22,355Income from operations


1,336



5,127



9,046Interest income


4,693



2,689



233Income before provision for income
    taxes


6,029



7,816



9,279Provision for (benefit from)
    income taxes


3,502



(4,512
)


410Net income

$
2,527


$
12,328


$
8,869Net income per share:Basic

$
0.14


$
0.73


$
8.05Diluted

$
0.14


$
0.69


$
0.65Shares used to compute net income
    per share:Basic


17,476



16,883



1,102Diluted


18,170



17,863



13,649    65




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  STATEMENTS
    OF CONVERTIBLE PREFERRED STOCK AND
 STOCKHOLDERS
    EQUITY (DEFICIT)
  Accumulated





TotalConvertible








Additional





Other





StockholdersPreferred Stock


Common Stock


Paid-In


Deferred


Comprehensive


Accumulated


EquityShares


Amount


Shares


Amount


Capital


Compensation


Income


Deficit


(Deficit)Balances at December 31,
    2003


15,409


$
61,484



182


$



$
2,358


$



$



$
(53,637
)

$
(51,279
)Deferred compensation related to
    stock options issued to employees


















3,625



(3,625
)










Stock-based compensation related to
    stock options issued to nonemployees


















356















356Amortization of deferred
    compensation related to stock options issued to employees






















393











393Exercise of stock options at $0.32
    to $10.00 per share for cash










9







23















23Shares issued in initial public
    offering, net of offering costs of $7,135










4,313



5



61,860















61,865Conversion of preferred stock to
    common stock


(15,409
)


(61,484
)


11,957



11



61,473















61,484Net and comprehensive income






























8,869



8,869Balances at December 31,
    2004





$




16,461


$
16


$
129,695


$
(3,232
)

$



$
(44,768
)

$
81,711Deferred compensation related to
    stock options issued to employees


















411



(411
)










Stock-based compensation related to
    stock options issued to nonemployees


















50















50Amortization of deferred
    compensation related to stock options issued to employees






















1,039











1,039Exercise of stock options and
    warrants at $0.32 to $13.55 per share for cash










915



1



2,016















2,017Tax benefit of disqualifying
    dispositions


















260















260Net and comprehensive income






























12,328



12,328Balances at December 31,
    2005





$




17,376


$
17


$
132,432


$
(2,604
)

$



$
(32,440
)

$
97,405Deferred compensation related to
    stock options issued to employees


















(2,604
)


2,604











Stock-based compensation related to
    stock options issued to nonemployees


















37















37Stock-based compensation related to
    stock options issued to employees


















3,303















3,303Exercise of stock options and
    warrants at $0.97 to $17.17 per share for cash










172







573















573Tax benefit of disqualifying
    dispositions


















3,247















3,247Components of Comprehensive income:Net income






























2,527



2,527Unrealized gain on
    available-for-sal
    e investments, net of tax


























9







9Comprehensive income


































2,536Balances at December 31,
    2006





$




17,548


$
17


$
136,988


$



$
9


$
(29,913
)

$
107,101    66




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  STATEMENTS
    OF CASH FLOWS
  Year Ended December 31,2006


2005


2004(In thousands)Cash flows from operating
    activities:Net income

$
2,527


$
12,328


$
8,869Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation and amortization


220



192



169Stock-based compensation expense


3,340



1,089



749Tax benefit from share-based
    payments


(2,910
)


260



Other non-cash charges










7Changes in operating assets and
    liabilities:Accounts receivable


(394
)


(2,554
)


(1,334
)Inventories


(134
)


(182
)


(77
)Prepaid expenses and other assets


(650
)


(21
)


(7
)Deferred tax asset


(6
)


(5,122
)


Accounts payable


374



(756
)


322Accrued compensation


361



353



188Accrued royalties


201



420



(2,442
)Other accrued liabilities


2,909



1,816



207Deferred revenue


13



(12
)


(369
)Net cash provided by operating
    activities


5,851



7,811



6,282Cash flows from investing
    activities:Purchases of short-term investments


(52,857
)






Purchases of property and equipment


(278
)


(224
)


(144
)Net cash used in investing
    activities


(53,135
)


(224
)


(144
)Cash flows from financing
    activities:Tax benefit from share-based
    payments


2,910







Net proceeds from issuances of
    common stock


573



2,017



61,888Net cash provided by financing
    activities


3,483



2,017



61,888Net increase (decrease) in cash
    and cash equivalents


(43,801
)


9,604



68,026Cash and cash equivalents at
    beginning of year


89,722



80,118



12,092Cash and cash equivalents at end
    of year

$
45,921


$
89,722


$
80,118Supplemental cash flow
    informationCash paid for income taxes

$
205


$
634


$
312    67




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS
  1.
    ORGANIZATION
    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Organization
    and Business
    
    The
    TLiIQ
    System and FullTerm, The Fetal Fibronectin Test, which are used
    to assess the risk of preterm birth in pregnant women.
    The
    E-tegrity
    Test, which is used to determine the feasibility of embryo
    implantation in patients with infertility who are candidates for
    in vitro fertilization (IVF).          Basis
    of Presentation
   68




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Use of
    Estimates
    Revenue
    Recognition
          Warranty
    Policy
    Year EndedDecember 31,2006


2005Balance at beginning of year

$
30


$
31Charges to cost of product sales


36



30Warranty costs incurred


(32
)


(34
)Change in estimate related to
    accrued warranty costs


5



3Balance at end of year

$
39


$
30   Research
    and Development
   69




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Concentrations
    of Risk
    Cash
    Equivalents and Short-Term Investments
  available-for-sale available-for-sale
  Available-for-sale
  Gross


EstimatedUnrealized


FairCost


Gains


Value(In thousands)As of December 31,
    2006:Short-term marketable securities:Commercial paper

$
48,874


$
6


$
48,880Corporate debt


3,976



1



3,977Total

$
52,850


$
7


$
52,857As of December 31,
    2005:Short-term marketable securities










Total

$



$



$
   Property
    and Equipment
   70




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Intangible
    Assets
    As of


As ofDecember 31,


December 31,2006


2005Gross carrying amount

$
240


$
240Less: accumulated amortization


(160
)


(112
)Net carrying amount

$
80


$
128     Long-Lived
    Assets
    Income
    Taxes
    Stock-Based
    Compensation
     71




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      No. D-32 paid-in-capital paid-in-capital.
    Allowance
    for Doubtful Accounts
      Year Ended December 31,2006


2005


2004Balance at beginning of year

$
355


$
236


$
164Charges to bad debt expense


127



194



75Bad debt costs realized


(239
)


(75
)


(3
)Balance at end of year

$
243


$
355


$
236     Year Ended December 31,2006


2005


2004Balance at beginning of year

$
80


$
80


$
100Charges to product sales


85







Sales returns incurred


(85
)






Change in estimate










(20
)Balance at end of year

$
80


$
80


$
80  72




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Inventories
    and Cost of Product Sales
    Advertising
    Expense
    Shipping
    and Handling Costs
    Net
    Income Per Share
      Year Ended December 31,2006


2005


2004(In thousands, except per share data)Numerator:Net income

$
2,527


$
12,328


$
8,869Denominator:Weighted-average number of common
    shares used in basic earnings per share


17,476



16,883



1,102Effect of dilutive securities:Stock options


615



871



1,121Warrants


79



109



157Convertible preferred stock










11,269Dilutive potential common shares


694



980



12,547Weighted-average number of common
    shares and dilutive potential common shares used in diluted
    earnings per share


18,170



17,863



13,649Net income per share:Basic

$
0.14


$
0.73


$
8.05Diluted

$
0.14


$
0.69


$
0.65  73




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Recent
    Accounting Pronouncements
    Accounting for Income Taxes.
  2.
    LICENSE
    ARRANGEMENTS   74




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   3.
    INVENTORIES    December 31,2006


2005Raw materials

$
597


$
386Work in process


193



197Finished goods


193



266$
983


$
849   4.
    PROPERTY
    AND EQUIPMENT    December 31,2006


2005Laboratory and other equipment

$
2,637


$
2,411Furniture and fixtures


158



157Leasehold improvements


140



1312,935



2,699Less accumulated depreciation and
    amortization


(2,481
)


(2,351
)Net property and equipment

$
454


$
348   5.
    COMMITMENTS
    AND OBLIGATIONS  Leases
    Payments Due in2010 andContractual Obligations

Total


2007


2008


2009


thereafterOperating leases

$
269


$
219


$
25


$
13


$
12       6.
    STOCK-BASED
    COMPENSATION   75




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Prior
    to the Adoption of SFAS No. 123R
      Year EndedDecember 31, 2005(In thousands, exceptper share amounts)Net income:As reported

$
12,328Add: Total stock based employee
    and director compensation expense determined under intrinsic
    value method for all awards, net of taxes


1,039Less: Total stock based employee
    and director compensation expense determined under the fair
    value method for all awards, net of taxes


(4,856
)Pro forma net income

$
8,511Reported net income per
    share:Basic

$
0.73Diluted

$
0.69Pro forma net income per
    share:Basic

$
0.50Diluted

$
0.48Shares used to compute net
    income per share:Basic


16,883Diluted


17,863   Impact
    of Adoption of SFAS No. 123R
     76




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      Equity
    Incentive Program
      Number of SecuritiesRemaining Availablefor Future IssuanceUnder EquityNumber of





Compensation PlanSecurities to be





(ExcludingIssued upon


Weighted-Average


SecuritiesExercise of


Exercise Price of


Reflected inOutstanding Options


Outstanding Options


Column (a))(a)


(b)


(c)Equity compensation plan approved
    by security holders


1,112,702


$
15.71



1,834,517    77




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
     Year Ended December 31,2006


2005


2004Expected volatility


60
%


72
%


85
%Risk-free interest rate


4.83
%


4.1
%


3.3
%Expected term (in years)


4.9



4.6



4.0Dividends










     Stock
    option plans
  2004
    Equity Incentive Plan
    1995
    Stock Option and Restricted Stock Plan
     78




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
     Weighted-


Weighted-AverageAvailable


Options


Average


Remaining Contract


Aggregatefor Grant


Outstanding


Exercise Price


Term (in years)


Intrinsic Value(In thousands)Balance at December 31,
    2005


2,035,208



1,668,688


$
8.53







Shares authorized


521,290















Options granted


(784,775
)


784,775



15.35







Options exercised






(171,376
)


3.34







Options forfeited


62,794



(62,794
)


15.65







Balance at December 31,
    2006


1,834,517



2,219,293


$
11.14



7.8


$
9,444Vested and expected to vest at
    December 31, 2006






2,114,405


$
10.96



7.8


$
9,378Exercisable at December 31,
    2006






990,847


$
7.21



6.1


$
7,972   in-the-money
       79




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
     WeightedAverage


Weighted





WeightedRemaining


Average





AverageNumber


Contractual


Exercise


Number


ExerciseRange of Exercise Prices

Outstanding


Life


Price


Exercisable


Price$ 0.97 - $ 0.97


103,471



1.58 years


$
0.97



103,471


$
0.97$ 3.33 - $ 3.33


418,775



5.31 years


$
3.33



412,049


$
3.33$ 8.51 - $ 8.51


58,625



7.59 years


$
8.51



34,836


$
8.51$10.00 - $10.00


525,720



7.59 years


$
10.00



296,389


$
10.00$12.08 - $14.79


159,850



8.61 years


$
13.69



53,731


$
13.43$15.11 - $15.11


669,175



9.96 years


$
15.11



0


$
0.00$15.88 - $17.17


135,973



8.81 years


$
17.13



41,611


$
17.10$19.70 - $19.70


75,000



7.94 years


$
19.70



37,500


$
19.70$20.09 - $20.09


14,700



8.96 years


$
20.09



5,380


$
20.09$22.20 - $22.20


28,004



9.16 years


$
22.20



5,880


$
22.202,219,293











990,847        80




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   7.
    CONVERTIBLE
    PREFERRED STOCK AND STOCKHOLDERS EQUITY
    (DEFICIT)  Convertible
    preferred stock
    December 31, 2003SharesShares


Issued and


LiquidationAuthorized


Outstanding


PreferenceSeries 1


1,880,572



1,654,719


$
3,971Series 2


3,591,087



3,496,750



8,392Series 3


5,084,676



4,807,077



14,037Series 4


2,700,000



2,203,108



20,401Series 5


3,260,000



3,247,408



30,071Total


16,516,335



15,409,062


$
76,872   Warrants
    Common
    stock
    December 31,2006


2005Options outstanding


2,219,293



1,668,688Shares reserved for future option
    grants


1,834,517



2,035,208Warrants outstanding


99,884



99,8844,153,694



3,803,780  81




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  8.
    INCOME
    TAXES      Years Ended December 31,2006


2005


2004(In thousands)Current:Federal

$
3,299


$
180


$
210State


423



430



200Total current


3,722



610



410Deferred:Federal


(416
)


(4,488
)


State


196



(634
)


Total deferred


(220
)


(5,122
)


Total provision

$
3,502


$
(4,512
)

$
410     Years Ended December 31,2006


2005


2004(In thousands)U.S. federal taxes at federal
    statutory rate

$
2,110


$
2,657


$
3,155State taxes, net of federal benefit


403



(135
)


132Net operating losses not
    benefitted (benefitted)






(7,407
)


(3,091
)Non deductible stock compensation


784



215



Other individually immaterial items


205



158



214Total provision (benefit)

$
3,502


$
(4,512
)

$
410  82




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    December 31,2006


2005(In thousands)Deferred tax assets:Net operating losses

$
1,976


$
5,054Research credits


1,646



1,531Capitalized research and
    development


171



156Other, net


652



691Non-deductible stock compensation


683



Total deferred tax assets


5,128



7,432Valuation allowance






(2,310
)Net deferred tax assets

$
5,128


$
5,122              83




---



##### Table of Contents



ADEZA
    BIOMEDICAL CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   9.
    BENEFIT
    PLAN    10.
    RELATED
    PARTY TRANSACTIONS    11.
    SELECTED
    QUARTERLY INFORMATION (UNAUDITED)  2006


2005Fourth


Third


Second


First


Fourth


Third


Second


First(In thousands)Total sales

$
14,690


$
13,471


$
13,029


$
10,793


$
11,940


$
11,419


$
10,634


$
9,610Gross profit


12,389



11,510



11,122



9,038



10,365



9,716



9,205



8,183Income before income taxes


3,088



1,855



1,074



12



2,062



2,286



1,931



1,537Provision for (benefit from)
    income taxes


1,855



1,104



537



6



(4,831
)(1)


136



102



81Net income


1,233



751



537



6



6,893



2,150



1,829



1,456Basic net income per share

$
0.07


$
0.04


$
0.03


$
0.00


$
0.40


$
0.13


$
0.11


$
0.09Diluted net income per share

$
0.07


$
0.04


$
0.03


$
0.00


$
0.38


$
0.12


$
0.10


$
0.08     (1)
    
    Provision for (benefit from) income taxes in the fourth
    quarter of 2005 includes a non-recurring benefit from income
    taxes of $5.1 million primarily related to a reversal in
    our valuation allowance for deferred tax assets.  12.
    SUBSEQUENT
    EVENT (UNAUDITED)   84




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##### Table of Contents



SIGNATURES
      By:
    /s/  Emory
    V. Anderson   President and Chief Executive Officer
  POWER OF
    ATTORNEY
  attorneys-in-fact Form 10-K attorneys-in-fact attorneys-in-fact
  Form 10-K
  Signature

Title(s)/s/  Emory
    V. AndersonEmory
    V. Anderson

President, Chief Executive Officer
    and Director
    (principal executive officer)/s/  Mark
    D. Fischer-ColbrieMark
    D. Fischer-Colbrie

Senior Vice President, Finance and
    Administration and Chief Financial Officer 
    (principal financial and accounting officer)/s/  Andrew
    E. Senyei, MDAndrew
    E. Senyei, MD

Chairman of the Board/s/  Craig
    C. TaylorCraig
    C. Taylor

Director/s/  Kathleen
    D. LaPorteKathleen
    D. LaPorte

Director/s/  Michael
    P. DowneyMichael
    P. Downey

Director/s/  C.
    Gregory VontzC.
    Gregory Vontz

Director  85




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description3
.1(1)

Amended and Restated Certificate
    of Incorporation.3
.2(1)

Amended and Restated Bylaws.4
.1(1)

Specimen Stock Certificate.10
.1(1)*

1995 Stock Option and Restricted
    Stock Plan.10
.2(2)*

2004 Equity Incentive Plan.10
.3(1)

Exclusive License Agreement, dated
    August 12, 1992, between Adeza and the Fred Hutchinson
    Cancer Research Center, together with the First Amendment to
    Exclusive License Agreement and Consent dated May 9, 1996
    and Amendment No. 1 to Exclusive License Agreement dated
    April 30, 1998.10
.4(1)

Investors Rights Agreement,
    dated September 19, 2001, between Adeza and certain
    Stockholders of Adeza.10
.5(1)

License Agreement, dated
    July 25, 1997, between Adeza and the Trustees of the
    University of Pennsylvania.10
.6(1)

Agreement and Release, dated
    March 3, 1998, between Adeza and Matria Healthcare,
    Inc.10
.7(1)

Net Industrial Space Lease, dated
    July 7, 1999, between Adeza and Tasman V, LLC.10
.8(3)

Third Amendment to the Net
    Industrial Space Lease, dated July 15, 2005 between Adeza
    and Tasman V, LLC.10
.9(3)

Net Industrial Space Lease, dated
    July 1, 2005, between Adeza and Tasman V, LLC.10
.10(1)

Service Agreement, dated as of
    March 31, 1999, between Adeza and Ventiv Health
    U.S. Sales LLC (formerly known as Snyder Healthcare Sales
    Inc.), together with First Amendment to Service Agreement dated
    March 8, 2002, Second Amendment to Service Agreement dated
    July 22, 2002, and Third Amendment to Service Agreement
    dated May 15, 2004.10
.11(1)

Warrant to Purchase Shares of
    Series 3 Preferred Stock, dated March 23, 1999,
    between Adeza and Transamerica Business Credit Corporation and
    its assignees.10
.12(1)

Form of Indemnification Agreement
    for Directors and Officers.10
.13(1)

Agreement, dated December 24,
    1998, between Adeza and Unilever PLC.10
.14(1)

Second Amendment to Lease, dated
    October 12, 2004, between Adeza and Tasman V, LLC.10
.15(1)*

Management Continuity Agreement,
    dated October 21, 2004, between Adeza and Emory Anderson.10
.16(1)*

Management Continuity Agreement,
    dated October 21, 2004, between Adeza and Mark
    Fischer-Colbrie.10
.17(1)*

Form of Management Continuity
    Agreement, dated October 21, 2004, between Adeza and Durlin
    Hickok, Robert Hussa and Marian Sacco.10
.18(4)

Net Industrial Space Lease,
    executed on September 19, 2006, between Adeza and
    Tasman V, LLC.10
.19

Fifth Amendment to Service
    Agreement, dated as of December 11, 2006, between Adeza and
    Ventiv Commercial Services, LLC (formerly known as Ventiv Pharma
    Services, LLC and Ventiv Health U.S. Sales, LLC.10
.20*

Management Continuity Agreement,
    dated January 12, 2007, between Adeza and Emory Anderson.10
.21*

Management Continuity Agreement,
    dated January 12, 2007, between Adeza and Mark
    Fischer-Colbrie.10
.22*

Management Continuity Agreement,
    dated January 12, 2007, between Adeza and Durlin Hickok.10
.23*

Management Continuity Agreement,
    dated January 12, 2007, between Adeza and Robert Hussa.10
.24*

Management Continuity Agreement,
    dated January 12, 2007, between Adeza and Marian Sacco.23
.1

Consent of Independent Registered
    Public Accounting Firm.24
.1

Powers of Attorney (included on
    signature page).31
.1

Certification pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934 of Emory V. Anderson.31
.2

Certification pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934 of Mark D.
    Fischer-Colbrie.




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##### Table of Contents



ExhibitNumber

Description32
.1

Certification pursuant to
    18 U.S.C. Section 1350 of Emory V. Anderson.32
.2

Certification pursuant to
    18 U.S.C. Section 1350 of Mark D. Fischer-Colbrie.     (1)
    
    Incorporated by reference to the registrants Registration
    Statement on
    Form S-1
    (Registration
    No. 333-118012)
    initially filed with the Securities and Exchange Commission on
    August 6, 2004.(2)
    
    Incorporated by reference to the registrants Registration
    Statement on
    Form S-8
    (Registration
    No. 333-122430)
    filed with the Securities and Exchange Commission on
    January 31, 2005.(3)
    
    Incorporated by reference to the registrants Annual Report
    on
    Form 10-K
    filed with the Securities and Exchange Commission on
    March 14, 2006, as amended.(4)
    
    Incorporated by reference to the registrants Quarterly
    Report on Form
    10-Q filed
    with the Securities and Exchange Commission on November 7,
    2006.*
    
    Management compensatory plan or contract.
    
    Confidential Treatment granted. Omitted material for which
    confidential treatment has been granted has been filed
    separately with the Securities and Exchange Commission.
    
    Application has been made to the Securities and Exchange
    Commission to seek confidential treatment of certain provisions
    of this exhibit under Rule 406 of the Securities Act of
    1933. Omitted material for which confidential treatment has been
    separately requested has been separately filed with the
    Securities and Exchange Commission.