exhibit_10-6.htm


    
      

    

    EXHIBIT
10.6

    
 

    ASSET
PURCHASE AGREEMENT

     

    THIS
ASSET PURCHASE AGREEMENT {the "Agreement") is made and entered into this 13th
day of June 2007, by and among Isonics Corporation, a California corporation
(the "Seller"), and Advanced Medical Isotopes Corporation, a Delaware
corporation (the "Buyer"). Buyer and Seller are each a "Party" and collectively
are the "Parties."

     

    Explanatory
Statement

     

    A.           The
Seller has operated a business segment that it has referred to as its life
sciences segment.
The Seller has described this segment as follows:

     

    "Our life
sciences division has historically been primarily a distribution business. We
acquire isotopes from several manufacturers who are located primarily in
republics that were part of the former Soviet Union. We buy these isotopes from
the manufacturers and resell them in the form of common chemical compounds. For
example, oxygen-18 is sold as water, and zinc-68 is sold as zinc oxide. We sell
these isotopes for use in basic scientific research, medical diagnostics/therapy
and industrial applications. An isotope is one of two or more species (or
nuclides) of the same chemical element that differ from one another only in the
number of neutrons in the atom's nucleus. The different number of neutrons can
create significantly different nuclear properties. The most well known of these
properties is radioactivity. Radioactive isotopes (or radioisotopes) can be
found in nature. Most of our radioisotopes, however, are man-made. Stable
isotopes, as distinguished from radioisotopes, are not
radioactive."

     

    The
Seller has published further information about its life sciences business
segment in its reports filed with the Securities and Exchange Commission (the
"SEC") under the Securities Exchange Act of 1934 (the "1934 Act").

     

    B.           The
Buyer is experienced in the offer and sale of isotopic and other materials
similar to the
Seller's life sciences segment, and desires to purchase the assets constituting
the Seller's life sciences segment, which assets (the "Assets") are more fully
described in Exhibit "A" attached hereto and by this reference incorporated
herein.

     

    NOW,
THEREFORE, in consideration of the mutual covenants, promises, agreements,
representations and warranties contained in this Agreement, the Parties hereby
covenant, promise, agree, represent and warrant as follows:

     

    1.     
       Purchase and Sale of
Assets. Seller agrees to sell, assign, transfer and deliver to the
Buyer and
Buyer agrees to purchase from the Seller all of Seller's right, title and
interest in and to the Assets (the "Sale" or "Transaction").

     

    2.      
      Assumed Contract Rights and
Liabilities. Except for the contracts specifically described
on Exhibit "A", the Buyer does not assume, and shall not be liable for any of
the Seller's liabilities or obligations, known or unknown, fixed or contingent,
whether existing now or in the future with respect to, any contracts or
contractual obligations from the Seller, including the current dispute between
the Seller and Central Radiopharmaceutical Services ("CRS") regarding moneys
owed to CRS for services previously provided. To the extent that any of the
contracts being assumed by the Buyer {the "Assumed Contracts") require the
consent of another party to the contract, Buyer's assumption of the contract
shall be contingent on such approval. Provided, however,
that in the event consent is not obtained, Seller may, at its option, if
permitted by the contract and Seller can do so without breach of the contract,
cancel the contract or continue the contract and subcontract to Buyer until the
expiration of its term and Buyer, as subcontractors, shall reimburse Seller for
all payments made under such contracts after the Closing Date. Buyer shall have
no obligation to reimburse Seller for any costs or damages incurred as a
consequence of Seller's breach of a contract or paid as a requirement of
obtaining consent to the assumption or subcontracting.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3.     
       Purchase Price. In
consideration of the Sale of the Assets by the Seller to the Buyer, the Buyer
shall pay to Seller at the Closing in cash or immediately available funds a
total of $850,000 (the "Purchase Price"):

     

    4.       
     Closing. The
"Closing" shall be the completion of the Sale contemplated by this Agreement.
The date of Closing (the "Closing Date") shall be as mutually agreed upon by the
Parties but in no event later than May 31, 2007, unless extended by the mutual
agreement of the Parties. The Closing will take place at the offices of Burns,
Figa & Will, P.C., Suite 1000, 6400 South Fiddler's Green Circle, Greenwood
Village, CO 80111.

     

    5.        
    Conduct of Business Prior to
Closing. Except as set forth in Exhibit B, the Seller shall continue to
conduct the business of its life sciences segment as such business has
historically been conducted over the past year. Each Party will keep the other
Party advised of any material developments relevant to this
Transaction.

     

    6.          
  Possession
of the Assets. The Buyer shall take possession of the Assets at the
Closing. The Seller will assist the Buyer as may be reasonably necessary in
transferring the Assets to the Buyer's possession, although any freight or other
expenses incurred (other than expenses of the Seller's employees) will be paid
by Buyer.

     

    7.         
   Condition of Assets; No
Warranties. The Seller and Buyer agree that the Buyer will be acquiring
the Assets as-is, where-is, and without any warranties of merchantability or
fitness for a particular purpose and all such warranties are hereby expressly
disclaimed. The only warranties of Seller are those specifically set forth
herein, and there will be no implied warranties. The cost of maintaining the
Assets prior to the Closing Date shall be the Seller's expense.

     

    8.     
       Employees. The Seller
will retain responsibility for any of its employees normally dealing with the
Assets or the life sciences business. To the extent that the Buyer desires to
use the services of any such employee, the Buyer may, in its discretion and upon
prior written notice to the Seller, contract with such employee.

     

    9.    
        The Seller's Warranties and
Representations. The Seller represents and warrants to the Buyer as
follows:

     

    a.    Due Organization;
Good Standing; Authority of Seller. The Seller is a corporation
duly organized, validly existing and in good standing under the laws of the
State of California.
The Seller has full right, power and authority to own, lease and operate its
properties and assets, and to carry on its business. The Seller is not in breach
or violation of, and the execution, delivery and performance of this Agreement
will not result in a breach or violation of, any of the provisions of the
Seller's articles of incorporation or bylaws to the date of this
Agreement.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    b.           Authorization and Validity of
Agreements. The Seller has the full right, power and authority to execute
and deliver this Agreement and the other documents contemplated for the Closing
(collectively the "Closing Documents") and to perform the transactions
contemplated by the applicable Closing Documents. This Agreement has been duly
executed and delivered by the Seller.

     

    c.           Agreement Not in Conflict with Other
Instruments; Required Approvals Obtained. The execution,
delivery, and performance of the applicable Closing Documents by the Seller and
the completion of the Sale will not conflict with, require any consent,
approval, or filing under, result in the breach or termination of, or constitute
a default under the Seller's articles of incorporation or bylaws, or any
contract, covenant, judgment, order or decree to which the Seller or any of the
Assets is bound.

     

    d.           Legal Proceedings. There is
no action, suit, proceeding, claim or arbitration, or any investigation by any
person or entity including, but not limited to, any government or governmental
agency, (i) pending, to which the Seller is a party, or threatened against or
relating to the Seller which affects or may affect the Seller's ability to
complete the transactions contemplated hereby; (ii) challenging the Seller's
right to execute, deliver, perform under or complete the transactions
contemplated by the Closing Documents, except for the mediation demand filed by
the producer of 111
indium, CRS, regarding the amount of money owed to CRS for certain services
previously provided to the Seller (which claim and potential liability the
Seller is retaining). To the Seller's knowledge, there are no attachments,
executions, assignments for the benefit of creditors or voluntary or involuntary
proceedings in bankruptcy or under any other debtor relief laws either
contemplated or currently undertaken by the Seller, or pending or threatened
against the Seller, or any portion of the Assets.

     

    e.           Assets. The Seller has, and
shall have effective as of the Closing, good and marketable title to each and
all of the Assets, free and clear of any and all liens, agreements,
restrictions, claims, security interest, pledges, charges, equities and other
encumbrances except the security interest granted to Cornell Capital Partners,
L.P., which interest Cornell will, prior to the Closing, release in writing and
except for a security interest held by General Electric Capital in the
PerkinElmer Optima 2000 (the "ICP"), collateralizing a debt which the Seller
will repay in full from the proceeds of the Closing and for which the Seller
will obtain a release from the creditor.

     

    f.           Records. The Records that
have been delivered by the Seller to the Buyer or that shall be delivered by the
Seller to the Buyer are true, correct and complete.

     

    g.          Taxes. The Seller has, prior
to the date hereof, paid any and all taxes due and payable in connection with
the Assets through the calendar year 2006.

     

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    h.           No
Material Omissions or Misrepresentations. This Agreement and the exhibits
hereto do not include any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein and herein,
in light of the circumstances under which they were made, not misleading. The
Seller has no knowledge of any circumstances that might materially adversely
impact the value of the Assets prior to the Closing Date.

     

    i.           Other
Acts. The Seller will execute any other documents reasonably required to
carry out the intent of this Agreement, including specific transfer documents to
be executed by the Seller with respect to any of the Assets that require
separate documents of transfer.

     

    10.    Representations
and Warranties of the Buyer. The Buyer represents and warrants to
the
Seller that:

     

    a.           Due
Organization; Good Standing; Authority of the Buyer. The Buyer is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and duly qualified to transact business in the state of
Washington. The Buyer has full right, power and authority to own, lease and
operate its properties and assets, and to carry on its business. The Buyer is
not in breach or violation of, and the execution, delivery and performance of
this Agreement will not result in a breach or violation of, any of the
provisions of the Buyer's articles of incorporation or bylaws to the date of
this Agreement.

     

    b.           Authorization
and Validity of Agreements. The Buyer has the full right, power and
authority to execute and deliver this Agreement and the other Closing Documents
and to perform the transactions contemplated by the applicable Closing
Documents. This Agreement has been duly executed and delivered by the
Buyer.

     

    c.           Agreement
Not in Conflict with Other Instruments. The execution, delivery, and
performance of the applicable Closing Documents by the Buyer and the completion
of the Sale will not conflict with, require any consent, approval, or filing
under, result in the breach or termination of, or constitute a default under the
Buyer's articles of incorporation or bylaws, or any contract, judgment, order or
decree to which the Buyer are bound.

     

    d.           Legal
Proceedings. To the Buyer's knowledge, there is no action, suit,
proceeding, claim or arbitration, or any investigation by any person or entity
including, but not limited to, any government or governmental agency, (i)
pending, to which the Buyer (or any of them) are a party, or threatened against
or relating to the Buyer which affects or may affect the Buyer's ability to
complete the transactions contemplated hereby; (ii) challenging the Buyer's
right to execute, deliver, perform under or complete the transactions
contemplated by the Closing Documents. To the Buyer's knowledge, there are no
attachments, executions, assignments for the benefit of creditors or voluntary
or involuntary proceedings in bankruptcy or under any other debtor relief laws
either contemplated or currently undertaken by the Buyer, or pending or
threatened against the Buyer, or any property or assets of the
Buyer.


    
      
         


      

      
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    e.           No Material
Omissions or Misrepresentations. This Agreement and the exhibits hereto
do not include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made, in the light of
the circumstances under which they were made, not misleading.

     

    f.           Financial
Condition. The Buyer is not insolvent and the completion by the Buyer of
the purchase of the Assets will not result in the Buyer becoming insolvent or
unable to pay its debts as they may become due.

     

    g.           Other Acts.
The Buyer will execute any other documents reasonably required to carry
out the intent of this Agreement.

     

    11.    Conditions to the Buyer's
Obligation to Close. The obligations of the Buyer to complete the Sale
under this Agreement are conditioned upon and subject to the satisfaction of the
following conditions, each of which may be waived in writing by the
Buyer:

     

    a.           The
representations and warranties of the Seller set forth in this Agreement and all
documents delivered pursuant hereto or in connection with the Transaction shall
be true and correct in all material respects when made and on the Closing
Date.

     

    b.           The
Seller shall have performed in all material respects the covenants, agreements
and obligations required to be performed by Seller under this Agreement prior to
and on the Closing Date.

     

    c.           This
Agreement and the transactions contemplated hereby shall have been approved by
the Seller's Board of Directors.

     

    d.           The
Buyer shall have completed its due diligence review of the life sciences'
business, assets, liabilities, legal matters, employment matters, financial
condition, customer matters, supplier matters and employee matters and its
contact and communication with the suppliers, customers and employees of the
life sciences division , and this review and contact shall have confirmed the
accuracy and completeness of the information concerning the life sciences
division's customers, suppliers and employees previously supplied by the
Seller.

     

    12.    Conditions to the Seller's
Obligation to Close. The obligations of the Seller to complete
the Sale under this Agreement are conditioned upon and subject to the
satisfaction of the following conditions, each of which may be waived in writing
by the Seller:

     

    a.           The
Buyer shall have delivered to the Seller the Purchase Price.

     

    b.           The
representations and warranties of the Buyer set forth in this Agreement and all
documents delivered pursuant hereto or in connection with the Transaction shall
be true and correct in all material respects when made and on the Closing
Date.


    
      
         


      

      
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    c.      
    The Buyer shall have performed in all material respects
the covenants, agreements and obligations required to be performed by the Buyer
under this Agreement prior to and on the Closing Date.

     

    13.    Actions to Be Taken at
Closing. At Closing the following actions shall be taken by the
following persons:

     

    a.           The
Buyer shall deliver the Purchase Price to Seller by wire transfer or in
immediately available funds as may be directed by Seller.

     

    b.           The
Seller shall execute and deliver to the Buyer a Bill of Sale, with warranties of
title, pursuant to which the Seller shall sell, assign, and transfer to the
Buyer the Assets that can be transferred by Bill of Sale.

     

    c.           The
Seller shall execute and deliver to the Buyer an Asset Assignment pursuant to
which the Seller shall sell, assign and transfer to the Buyer any portion of the
Assets that cannot be transferred by Bill of Sale.

     

    d.           At
the Closing, the Seller will retain all inventory of Oxygen-18 in the form of
water and, after the Closing, may continue to fulfill its contractual
obligations with respect thereto, and offer the remaining inventory for sale.
Buyer may sell Oxygen-18 after Seller has disposed of its inventory. Seller and
Buyer will work cooperatively after the Closing to transition Seller's contracts
and relationships for the Purchaser and sale of Oxygen-18 to the Buyer, who
agrees to assume such obligation.

     

    14.    Indemnification.

     

    a.    The Buyer's Indemnity Obligations.
The Buyer, and its legal representatives, guardians,
directors, officers, shareholders, successors and assigns, hereby jointly and
severally agree to indemnify and hold harmless the Seller, and its officers,
directors, shareholders, employees, successors and assigns from and against any
and all claims, liabilities, suits, actions, proceedings, demands, damages,
losses, costs, and expenses {including reasonable attorneys' fees and experts'
fees) arising out of or in connection with:

     

    i.              Any
misrepresentation or breach by the Buyer of any representation or
warranty contained in any Closing Document or exhibit thereto.

     

    ii.             Any
nonperformance, failure to comply or breach of or default by the Buyer
under any covenant, promise or agreement of the Buyer contained in this
Agreement or exhibit hereto.

     

    b.    The Seller's Indemnity Obligations.
The Seller and its legal representatives, guardians,
directors, officers, shareholders, successors and assigns, hereby jointly and
severally agree to
indemnify and hold harmless the Buyer, and its officers, directors,
shareholders, employees,
successors and assigns from and against any and all claims, liabilities, suits,
actions, proceedings,
demands, damages, losses, costs, and expenses (including reasonable attorneys'
fees and experts' fees) arising out of or in connection with:

     

     

    
      
        
        

      

      
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    i.             
Any misrepresentations or breach by the Seller of any representation
or
warranty contained in any Closing Document or exhibit thereto.

     

    ii.            
Any nonperformance, failure to comply or breach of or default by the
Seller
under any covenant, promise or agreement of the Seller contained in this
Agreement
or contained in any Closing Document or exhibit thereto.

     

    c.    Notice:
Disposition. The indemnified Party shall notify the indemnifying
Party in
writing of any such claim for indemnification with reasonable promptness. The
indemnifying Party or its representatives shall have, at its election, the right
to compromise, defend or cure any such claim at the indemnifying Party's sole
expense. The indemnifying Party shall keep the indemnified Party reasonably
apprised of the matter and shall consider input offered by the indemnified Party
in resolving the matter.

     

    15.    Expenses of
Sale.

     

    
      a.           
All
sales, transfer and use taxes incurred in connection with the sale, assignment,
transfer and delivery of the Assets shall be paid by the
Buyer.

    

     

    
      b.          
 Each
Party shall bear the fees and expenses of its professional advisers incurred in
connection with the negotiation of this agreement or the letter of intent
between the parties dated March 12, 2007, completion of any due diligence
investigation, and the completion of the transactions contemplated
hereby.

    

     

    
      c.           
Neither
Party has engaged a broker to facilitate the Sale. Any claims for commissions or
fees made against any Party in connection with this Transaction shall be handled
and paid by the Party whose actions form the basis of such
claim.

    

     

    16.    Entire
Agreement. This Agreement constitutes the entire, integrated agreement of
the
Parties with respect to the subject matter hereof, and shall supersede any and
all prior or contemporaneous negotiations, correspondence, understandings and
agreements between the parties, respecting the subject matter hereof. No
provision of this Agreement may be amended, waived, or otherwise modified
without the prior written consent of all Parties.

     

    17.    Notices.
All notices, requests, demands, consents, and other communications which
are
required or may be given under this Agreement shall be in writing and shall be
given as follows: by personal delivery against a receipted copy; overnight
courier, or by U.S. registered or certified mail, return receipt requested,
postage prepaid:

     

    
    

     

    
      	If to the
      Buyer:	
              Advanced
      Medical Isotopes Corporation

              Attn: James C. Katzaroff,
  President

            


    

     

    

      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	 	
                

                  7203
      W. Deschutes Avenue, Suite C 

                  Kennewick,
      WA 99336

                  Tel:509-374-4038

                  Fax:
      509-736-7001

                  www.advancedmedicalisotopes.com

                

              
	 	 
	

                If
      to the Seller:

              	

                Isonics
      Corporation

                Attention:
      John Sakys, President

                5906
      McIntyre Street 

                Golden,
      Colorado 80403 

                Tel:303-279-7900

                Fax:
      303-279-7300 

                www.isonics.com

              


      

    

    
    

     

    
      	
              With a copy
      to:

            	Burns Figa &
      Will, P.C. 

              Herrick
      K. Lidstone, Jr., Esq.

              6400
      S. Fiddlers Green Circle

              Suite
      1000

              Greenwood
      Village, Colorado 80111

            


    

     

    Any such
notice shall be deemed to be received: (a) if delivered personally, on the date
of such delivery; (b) if mailed by certified or registered mail, on the third
business day following mailing; or (c) if sent by overnight courier, on the date
of delivery as reflected in the records of the courier.

     

    18.           Survival. Except as
otherwise provided herein, all of the representations and warranties of the
Parties contained in this Agreement as well as the exhibits to this Agreement
and those contained in the documents delivered in connection with the Closing of
this Transaction, shall be true on and as of the Closing Date, as though made at
Closing. Any claims based upon this Agreement, including breach of
representations, warranties and indemnity obligations, shall survive the Closing
of this Transaction and remain in full force and effect for a period of one year
from the Closing Date, but not thereafter, and shall not be deemed merged in any
document or instrument executed or delivered at the Closing.

     

    19.           Incorporation of
Exhibits. All exhibits attached to this Agreement are hereby incorporated
herein by this reference.

     

    20.           Binding Effect;
Assignment. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, personal and legal
representatives, guardians, successors and permitted assigns. This Agreement
shall not be assigned by any Party without the prior written consent of the
other Parties.

     

    21.           Contract Interpretation;
Severability. All Parties have participated in the negotiation of this
Agreement. This Agreement shall not be construed either for or against either
Party by virtue of mere drafting. Capitalized terms shall carry the meaning
ascribed to such terms, even if such terms
appear before the actual definition thereof. If any provision hereof shall be
held invalid, illegal or unenforceable in any respect, such provision shall be
deemed modified to the extent necessary to make such provision enforceable to
the fullest extent permitted by law. In the event modification will not remedy
the invalidity, illegality or unenforceability of the provision, such provision
shall not affect any other provision hereof, and this Agreement shall be
construed as if such provision had never been contained herein.

     

     

    
      
        
        

      

      
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    22.           Waiver.
No delay or failure to exercise any right or remedy accruing to a party upon any
breach by the other party under this Agreement shall impair such right or remedy
or be construed as a waiver of any such breach theretofore or thereafter
occurring. The waiver of any condition or the breach of any term or condition
herein shall not be deemed to be a waiver of any other condition or of any
subsequent breach of any term, covenant or condition hereof.

     

    23.           Governing
Law; Attorneys' Fees. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Colorado. Any legal
action related to this Agreement shall be brought exclusively in the County of
Jefferson, State of Colorado or in the federal courts that include Jefferson
County, Colorado. In any such action, the court shall award to the prevailing
Party its costs, expenses, and reasonable attorneys' fees payable by the other
Party.

     

    24.           Confidentiality.

     

    
      
        	
              	
                a.

              	
                Without
      the prior written consent of both parties, no disclosure shall be made
      except as required by law. Any disclosure that one party (the "Disclosing
      Party") may desire to make, or may believe is required by law, must be
      provided to the other party in substantially final, or final, form not
      less than one business day prior to the day that the Disclosing Party
      intends to make such disclosure. If the other party reasonably objects to
      the disclosure to be
      made by the Disclosing Party, the two parties will work together to draft
      disclosure that is acceptable to both
parties.

              


      

    

     

    
      
        	
              	
                b.

              	
                Since
      both the Seller and the Buyer are subject to the reporting requirements of
      the 1934 Act, prior to signing this Agreement they will negotiate the
      language for a press release announcing the signing of this Agreement.
      Each of the Parties will use language similar to the press release to make
      any report on Form 8-K
required.

              


      

    

     

    
      
        	
              	
                c.

              	
                The
      Buyer agrees that all information provided by or on behalf of the Seller
      in connection with the contemplated Sale is confidential and shall not be
      used or disclosed except to those persons with a specific need to know
      such information, and then only if such persons agree in writing to
      protect the confidential nature of the
  information.

              


      

    


    
      
         


      

      
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                d.

              	
                Nothing
      herein is intended to terminate, amend, or otherwise modify the
      non­disclosure and confidentiality agreement between the parties dated
      February 7, 2007.

              


      

    

     

    25.           Further
Assurances. The Parties shall execute and deliver after the date hereof,
without additional consideration, such further assurances, instruments and
documents, and to take such further actions, as may be reasonably requested in
order to fulfill the intent of this Agreement and the transactions contemplated
hereby.

     

    26.           Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to
be one and the same instrument.

     

    IN
WITNESS WHEREOF, the Parties have executed this Agreement effective as of the
date set forth above.

     

    
      
        	SELLER:	 	 	BUYER:	 
	 	 	 	 	 
	ISONICS
      CORPORATION	 	 	ADVANCED MEDICAL ISOTOPES CORPORATION	 
	 	 	 	 	 
	
                /s/ 
      John Sakys    

              	 	 	
                /s/  
      James C. Katzaroff

              	 
	
                John
      Sakys, President   

              	 	 	
                James
      C. Katzaroff, President

              	 


      

    

     

     

     

     

     

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


    EXHIBIT
A

    THE
ASSETS

     

    Assets
Relating to 111lndium

     

    Intellectual
Property owned by Isonics and related to the production of Indium-111 is focused
on the Chemical Separation of Indium from a Cadmium-112 target. Associated
processes in support of this separation method include the plating process used
to prepare an enriched Cadmiun -112 target, and the recovery of Cadmim-112. This
recovered cadmium is then recycled and used again to plate future targets for
irradiation.

     

    I.          Target
Plating:

     

    The UB
standard target is fabricated as a solid copper bar or plate. The plating
procedure developed is a two step process. The copper bar is first plated with a
silver coating. This reduces the amount of copper introduced into the chemical
process as well as the radio impurities produced in the copper during
irradiation.

     

    Enriched
cadmium is then plated over the silver surface. The plating procedure developed
is based upon a sulfate plating bath. The bath is used until it has been
depleted of cadmium.

     

    II.          Chemical
Separation:

     

    Indium-111
is separated from the target cadmium after dissolution of the cadmium from the
plated target. Indium is separated utilizing a liquid — liquid extraction
method. The indium is further purified using ion exchange chromatography.
Chemical purity is verified utilizing ICP­OES Spectroscopy. The extractions
are accomplished utilizing developed equipment specific to this process.
Equipment is a series of containers remotely manipulated and a series of traps
utilized to control any possible emissions to the air handling
system.

     

    III.          Target
recovery:

     

    The
dissolved cadmium from which Indium is separated is reserved and stored for
decay and eventual recycling into the process. After appropriate decay, several
targets are combined for recovery. The developed procedures utilize
precipitation and ion — exchange chromatography to remove all chemical and
radiochemical purities. The developed procedure results in the production of a
new plating bath.

     

    IV.            Customer
List

     

    V.           Assets
Located at Central Radiopharmaceutical Services, Buffalo, New York Hot cell
and remote handling manipulators

     

    ICP-OES
Spectrometer

     

    Four (4)
fume hoods

     

    Laboratory
benches under fume hoods

     

    Laboratory
benches in support closet


    Air
compressor in mezzanine area


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    Hot cell
ion chamber and supporting electronics 

     

    Capintech
dose calibrator and supporting electronics 

     

    Target
plating cells and supporting electronics

     

     

    Assets
relating to 225Actinium

     

    Contract
840/08624243/00265 between Isonics Corporation and Kurchatov Institute dated
July 14, 2004.

     

    Contract
840/08624390/14-09-03 between Isonics Corporation and Institute for Physics and
Power Engineering (IPPE) dated May 19, 2004 and amended on February 3, 2006 with
Amendment #1.

     

    Customer
List

     

     

    Assets
relating to 180xygen

     

    Production,
Marketing and Sales Agreement among Isonics Corporation, Global Scientific
Technologies and Center of Molecular Research dated July 25, 2001.

     

    Customer
List

     

     

     

     

     

    
 

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

     

    EXHIBIT
B

    Conduct
of Business Prior to Closing

     

    
      	
               
      

            	
              1.

            	
              The
      Seller has not been producing 111indium
      since January 2007.

            


    

    
      	
               
      

            	
              2.

            	
              The
      Seller and the producer of 111indium,
      Central Radiopharmaceutical Services (CRS), disagree on the amount of
      money owed to CRS for previous services and may enter into mediation if
      the dispute cannot be resolved.

            


    

    
      	
               
      

            	
              3.

            	
              The
      Drug Master File (DMF) for 111indium
      is not complete and has not been submitted to the FDA.

            
	 	4.	The
      second manufacturer of 225actinium,
      Kurchatov Institute, has not yet shipped evaluation samples of the
      material.


    

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    13