**Table of Contents**     ARTICLE I SALE OF ASSETS AND TERMS OF PAYMENT  1      1.01 Assets Being Sold (the “Purchased Assets”)  1 1.02 Retained Assets  3 1.03 Assumed Liabilities  3 1.04 Purchase Price  3 1.05 Allocation of the Purchase Price  4 1.06 Absolute Sale  4 1.07 Other Contracts  4 1.08 Bulk Sales Laws  4      ARTICLE II RELATED AGREEMENTS  4      2.01 Bill of Sale  4 2.02 Assignment of Intellectual Property Right  5 2.03 Transition Services Agreement  5      ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER  5      3.01 Organization and Good Standing  5 3.02 Authorization, Compliance with Other Instruments and Law  5 3.03 Financial Statements  6 3.04 Operation of Seller in the Ordinary Course  6 3.05 Tax Matters  7 3.06 Material Contracts and Commitments  8 3.07 Licenses, Permits and Authorizations  8 3.08 Title to Purchased Assets  8 3.09 Transferred Intellectual Property  8 3.10 Employee Benefit Plans  9 3.11 Litigation and Other Claims  10 3.12 No Material Adverse Change  10 3.13 Sufficiency of Purchased Assets  10 3.14 Compliance with Laws  10 3.15 Insurance  11 3.16 Accounts Receivable; Inventory  11 3.17 Labor Matters  12 3.18 Condition of Purchased Assets  12 3.19 Environmental Matters  12 3.20 Absence of Certain Payments  14 3.21 Full Disclosure  14      ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER  14 
 
-ii-

 
     4.01 Organization  14 4.02 Due Authorization  14      ARTICLE V COVENANTS PENDING CLOSING AND OTHER AGREEMENTS  15      5.01 Conduct of Business of Seller Prior to the Closing  15 5.02 Access to Information  16 5.03 Consents  16 5.04 Public Announcements  16 5.05 Confidentiality  16 5.06 Related Agreements  17 5.07 No-Shop  17 5.08 Website  17 5.09 Licenses  18 5.10 Consulting Services  18      ARTICLE VI CLOSING CONDITIONS  19      6.01 Conditions to Each Party’s Obligations to Effect theTransactions Contemplated Hereby  19 6.02 Conditions to the Obligations of Seller to Effect theTransactions Contemplated Hereby  19 6.03 Conditions to the Obligations of Buyer to Effect theTransactions Contemplated Hereby  19      ARTICLE VII THE CLOSING  20      7.01 Time and Place of Closing  20 7.02 Closing  21      ARTICLE VIII EMPLOYMENT, WORKERS’ COMPENSATION AND PRODUCTLIABILITY RESPONSIBILITY  21      8.01 Employment; Workers’ Compensation  21 8.02 Product Liability and Warranty Claims  21 8.03 Responsibility for Prior Claims  21      ARTICLE IX POST-CLOSING COVENANTS  21      9.01 Further Assurances  21 9.02 Commissions and Fees  22 9.03 Sales, Transfer and Use Taxes  22 9.04 Nondisclosure; Noncompetition  22 9.05 Indemnification  23 9.06 Defense of Claims  24 9.07 Expenses  26 
 
-iii-

 
     9.08 Settlement of Seller’s Obligations  26      ARTICLE X MISCELLANEOUS  26      10.01 Binding Effect  26 10.02 No Assignment  26 10.03 Counterparts  26 10.04 Governing Law  26 10.05 Suits in California  26 10.06 Survival  27 10.07 Notices  27 10.08 Amendment and Modification  28 10.09 Waiver of Compliance  28 10.10 Interpretation  28 10.11 Entire Agreement  28 10.12 Specific Performance  29 10.13 Severability of Covenants  29      ARTICLE XI TERMINATION AND ABANDONMENT  29      11.01 Termination  29 11.02 Procedure and Effect of Termination  30 
 
-iv-

 
SCHEDULES   Schedule Description1.01(a) Fixed Assets1.01(b) Inventories1.01(c) Contracts and Commitments1.01(d) Accounts Receivable1.01(e) Proprietary Rights1.01(g)(i) Software used exclusively for Business1.01(g)(ii) Software used for Business and Magnetic Particle Business1.01(h) Governmental Licenses, Permits and Authorizations1.01(i) Credits and Prepaid Expenses1.03 Assumed Liabilities1.05 Allocation of the Purchase Price1.09 Consignment Inventory2.04 Persons signatory to Non-Competition Agreements3.02 Authorization, Compliance with Other Instruments and Law3.05 Tax Matters3.07 Licenses, Permits and Authorizations3.08 Title Exceptions3.10 Employee Benefit Plans3.11 Litigation and Other Claims3.13 Assets Used for Business Not Sold3.14 FDA Approvals and Notices3.15 Insurance3.16 Inventory; Accounts Receivable3.17 Labor Matters3.19 Environmental Matters9.02 Commissions and Fees
 
-v-

 
EXHIBITS   Exhibit Description   A Bill of Sale and Assignment and Assumption Agreement   B Assignment of Intellectual Property   C Transition Services Agreement
 
-vi-

 
ASSET PURCHASE AGREEMENTTHISAGREEMENT (the “Agreement”) is made as of August _____, 2007 among BENEN TRADINGLTD., an Irish limited company (“Buyer”) CORTEX BIOCHEM, INC., a California corporation(“Seller”), and DR. MATT POURFARZANEH, LEONARD I. KARP, EDWARD J. RITELLI, JR., (the“Founding Shareholders”), RAY POURFARZANEH and DR. DOKHI NARGESSI, the sole shareholders ofSeller (together, with the Founding Shareholders, the “Shareholders”).SUMMARY OF TRANSACTIONSeller is engaged, among other business lines not be sold under this Agreement (such businesslines, collectively, the “Magnetic Particle Business”), in the business of selling purifiedantigens, primary antibodies, secondary antibodies, including antibodies for infectious disease andreporter gene research studies (the “Business”). Seller wishes to sell and Buyer wishes topurchase all of the assets and to assume certain liabilities related to the Business of Seller.ARTICLE ISALE OF ASSETS AND TERMS OF PAYMENT1.01 Assets Being Sold (the “Purchased Assets”). Seller agrees to sell and Buyeragrees to purchase, at the Closing (as defined in Section 7.01 hereof), all of the assetsof Seller related to the Business as they shall exist on the Closing Date (as defined inSection 7.01 hereof), except for the Retained Assets (as defined in Section 1.02hereof), including without limitation the following assets:(a) Fixed Assets. All the fixed assets, including equipment, computers,fixtures, fittings, furniture and machinery, of Seller related exclusively to the Businesswhich are listed in Schedule 1.01(a) hereto, which shall be updated to include allsimilar assets of Seller acquired hereafter immediately prior to the Closing;(b) Inventories. All inventories owned by Seller of any kind related to theBusiness, including, but not limited to, finished goods, work-in-process, supplies and rawmaterials listed on Schedule 1.01(b), which shall be updated to include all similarassets of Seller acquired hereafter immediately prior to the Closing;(c) Contracts and Commitments. All of the rights, title and interest of Sellerin, to and under all pending and executory contracts, agreements, commitments andunderstandings of Seller related exclusively to the Business, including, without limitation,those with respect to (x) the purchase of materials, supplies or services, (y) the sale ofproducts, and (z) the Material Contracts as defined in Section 3.06, which MaterialContracts are listed in Schedule 1.01(c) hereto;
 
 

 
(d) Accounts Receivable. All accounts receivable related to the Business asset forth on Schedule 1.01(d), which shall be updated to include the then currentaccounts receivable immediately prior to the Closing;(e) Proprietary Rights.(i) Patents, Trademarks and Related Assets. All domain names, Internet websites (including, without limitation, *www.cortex-biochem.com*, which web site will bemodified pursuant to Section 5.08) their contents, software and goodwill appurtenantthereto, and applications therefor, copyrights, tradenames (but not including “CortexBiochem,” for which Seller grants to Buyer a license pursuant to Section 5.09),brand names and licenses (“Proprietary Rights”) of Seller related exclusively to theBusiness, including those listed in Schedule 1.01(d) hereto;(ii) Technical Know-how. All proprietary and other technical information andtechnology (“Technical Know-how”) owned by Seller related exclusively to theBusiness (including research and development in progress), including inventions anddiscoveries, data sheets, protocols, improvements, processes, know-how, formulae, drawings,specifications, production data, trade secrets, plans, files, notebooks and other recordsand documents pertaining to research and development;(iii) Licenses. All right, title and interest related to the Business ofSeller in, to and under any licenses of any Proprietary Rights or Technical Know-how ownedby any third party; and(iv) Related Agreements. All secrecy or other agreements with others,including employees, relating to disclosure, assignment or patenting of any ProprietaryRights or Technical Know-how, to the extent that such agreements relate to the Business;(f) Books and Records. All materials, including all books and records, salesand credit records, marketing, advertising and sales material, literature, catalogues andother publications, customer lists, supplier lists, financial records and personnel andpayroll records of Seller related exclusively to the Business, but excluding the corporatebooks and records of the Seller, in electronic format, if available, otherwise in printedform;(g) Software. All software being used exclusively in the Business set forth onSchedule 1.01(g)(i) (for software used for the Business and the Magnetic ParticleBusiness, which is set forth on Schedule 1.01(g)(ii), Seller grants a licensepursuant to Section 5.09).(h) Governmental Licenses, Permits and Authorizations. To the extentassignable, all governmental licenses, permits and authorizations related to the Business,if any, a complete list of which is set forth in Schedule 1.01(h) hereto;
 
-2-

 
(i) Credits and Prepaid Expenses. To the extent assignable, all of Seller’scredits, prepaid expenses and other current assets related to the Business listed inSchedule 1.01(i);(j) Intangible Assets. The Business as a going concern and the goodwillthereof; and(k) Other Assets. All other assets, properties, and rights of every kind andnature owned or held by Seller related exclusively to the Business or in which Seller has aninterest related exclusively to Business on the Closing Date, known or unknown, fixed orunfixed, accrued, absolute, contingent or otherwise, whether or not specifically referred toin this Agreement, other than the Retained Assets.1.02 Retained Assets. Notwithstanding the foregoing, the Purchased Assets shall notinclude any cash held by Seller or any assets of the Magnetic Particle Business all of which shallbe retained by Seller (the “Retained Assets”).1.03 Assumed Liabilities.Buyer assumes (a) Seller’s accounts payable as of the Closing Date for raw materials andfinished goods delivered by third party suppliers, related to the Business (purchased pursuant toSection 1.01(b)), which accounts payable are set forth in Schedule 1.03, to beprovided one business day before Closing and (b) the liabilities and obligations under thecontracts purchased and assumed by Buyer pursuant to Section 1.01(c) above, but only to the extentsuch liabilities and obligations arise from the conduct of business after the Closing (the“Assumed Liabilities”). Other than the Assumed Liabilities Seller shall retain allliabilities of any nature whatsoever, including without limitation, any liabilities or obligationsrelated to the operation of the Business or the Magnetic Particle Business, or any of the Seller’sassets, employees, properties, contracts and agreements (collectively the “RetainedLiabilities”). Seller and the Shareholders hereby jointly and severally agree to indemnify andhold harmless Buyer with respect to any of the Retained Liabilities in the manner providedin Section 9.05(a) hereof.1.04 Purchase Price.Buyer, in consideration for the purchase of the Purchased Assets being sold pursuant to thisAgreement, agrees to pay and deliver to Seller, at the Closing, cash in the amount of US $2,800,000in immediately available Federal Funds by wire transfer to the bank account of Seller designated bySeller in writing not less than two days before the Closing (the “Base Purchase Price”).In addition, Buyer will also pay, at the Closing, cash in an amount equal to 80% of (i) theaccounts receivable purchased by the Buyer under Section 1.01(d) (to the extent suchaccounts receivable are collectible, as determined in good faith among the parties prior toClosing), less (ii) the accounts payable assumed by Buyer as Assumed Liabilities under Section1.03 (the “Additional Purchase Price”). The Base Purchase Price and the AdditionalPurchase Price are collectively referred to as the “Purchase Price”.
 
-3-

 
1.05 Allocation of the Purchase Price. Seller and Buyer agree to allocate thepurchase price for the Purchased Assets in the manner set forth in Schedule 1.05 hereto,which allocation the parties shall adhere to for the purposes of all Federal, state and local taxreturns filed by them subsequent to the Closing, including the determination by Seller of taxablegain or loss on the sale of the Purchased Assets hereunder and the determination by Buyer of itstax basis with respect to the Purchased Assets.1.06 Absolute Sale. Seller agrees that the sale, conveyance, transfer and delivery ofthe Purchased Assets to Buyer shall be free and clear of all title defects, liabilities,obligations, liens, encumbrances, charges and claims of any kind, except for the title exceptionslisted in Schedule 3.08 hereto.1.07 Other Contracts. This Agreement shall not constitute an agreement to assign orsublicense, as the case may be, any contracts, leases, licenses, agreements or arrangements (forpurposes of this Section 1.07 collectively called “contracts”) if such attemptedassignment or sublicense, without the consent of the other party thereto, is not permitted as amatter of law or in accordance with the terms of such contracts or would constitute a breach ofsuch contracts or would in any way impair the rights of Seller or Buyer thereunder. Seller willuse its best efforts to obtain, or will assist Buyer to obtain, such consents as may be necessaryor appropriate to vest in Buyer all of Seller’s right, title and interest in all such contracts.If such consent is not obtained or if an assignment, attempted assignment or sublicense is not sopermitted or would be ineffective or would impair Buyer’s rights thereunder, Seller will cooperatewith Buyer in any reasonable arrangement designed to provide for Buyer the benefits under any suchcontracts.1.08 Bulk Sales Laws. Seller and Buyer hereby waive compliance with the provisions ofany applicable bulk sales laws; provided, however, that Seller and Shareholderagrees to pay and discharge when due or to contest or litigate all claims of creditors which areasserted against Buyer or the Purchased Assets by reason of such noncompliance, to indemnify,defend and hold harmless Buyer from and against any and all such claims (other than AssumedLiabilities) in the manner provided in Section 9.05(a) hereof, and to take promptly allnecessary action to remove any lien or encumbrance which is placed on the Purchased Assets byreason of such noncompliance.ARTICLE IIRELATED AGREEMENTSSimultaneously with the Closing hereunder the following agreements (the “RelatedAgreements”) shall be executed and delivered:2.01 Bill of Sale. Bill of Sale and Assignment and Assumption Agreement substantiallyin the form attached as Exhibit A;
 
-4-

 
2.02 Assignment of Intellectual Property Right. Assignment Agreement for IntellectualProperty in the form of Exhibit B.2.03 Transition Services Agreement. Transition Services Agreement between Buyer andSeller in the form attached hereto as Exhibit C (the “Transition ServicesAgreement”).ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF SELLERSeller and Shareholders represent and warrant to, and covenant with, Buyer that as of the datehereof and as of the Closing Date:3.01 Organization and Good Standing. Seller is a corporation duly organized, validlyexisting and in good standing under the laws of the State of California, and has the corporatepower and authority to own and operate its properties and assets (including the Purchased Assets)and to conduct the Business as it is now being conducted. Seller is duly qualified to do businessin all other jurisdictions in which Seller owns, leases or operates property or otherwise conductsSeller’s business if the failure to be qualified would have a material adverse effect on Seller’sability to conduct business using the Purchased Assets.3.02 Authorization, Compliance with Other Instruments and Law. Seller has fullcorporate power and authority to enter into this Agreement and the other agreements and documentsto be executed and delivered by it at the Closing as contemplated hereby (collectively, the“Closing Documents”), to consummate the transactions contemplated hereby and thereby and toperform its obligations hereunder and thereunder. The execution, delivery and performance of thisAgreement and the Closing Documents and the consummation of the transactions contemplated herebyand thereby have been duly authorized by all necessary corporate action on the part of theshareholders and board of directors of Seller. This Agreement has been duly executed and deliveredby Seller and Shareholders, and is a valid and binding obligation of Seller and Shareholdersenforceable against Seller and Shareholders in accordance with its terms and the Closing Documentswill, when executed and delivered by Seller and Shareholders at Closing, constitute valid andbinding obligations of Seller and Shareholders enforceable against Seller and Shareholders inaccordance with their terms. The execution, delivery and performance of this Agreement and theClosing Documents will not (i) conflict with or result in a breach or violation of any provision ofthe Articles of Incorporation or By-Laws of Seller or of any order, writ, injunction, judgment,decree, law, statute, rule or regulation to which either of the Seller or Shareholders is a partyor by which Seller, Shareholders or the Purchased Assets may be bound or affected; or (ii) exceptas set forth in Schedule 3.02, result in a default (or give rise to any right oftermination, cancellation or acceleration) or result in the creation of any lien, encumbrance,security agreement, charge, pledge, equity or other claim or right of any person in or to thePurchased Assets under the terms, conditions or provisions of any note, bond, mortgage, indenture,license, agreement or other instrument or obligation to which either of the Seller or Shareholdersis a party or by which the Seller, Shareholders or the Purchased Assets may be bound. Allnecessary authorizations of the transactions contemplated by this Agreement required to be obtainedby the Seller or Shareholders from any Federal, state, local or foreign
 
-5-

 
government or agency shall have been obtained prior to the Closing, and any filings,notifications or disclosures required by law or regulation of any such government or agency shallhave been made in such form as is acceptable as filed. Buyer shall cooperate with Seller andShareholders with respect to the aforesaid filings, notifications or disclosures to the extentnecessary to obtain said authorizations. Seller will deliver to Buyer at the Closing true andcomplete copies of all resolutions of its shareholders, if required, and board of directors bywhich the execution, delivery and performance of this Agreement and the Closing Documents and theconsummation of the transactions contemplated hereby and thereby were authorized, certified by itsrespective Secretary or Assistant Secretary as of the Closing Date.3.03 Financial Statements.Seller has previously furnished to Buyer true and correct copies of (i) the unaudited balancesheets of Seller as of December 31, 2006 and July 31, 2007; and (ii) the unaudited incomestatements of Seller which income statements separately list the Business and the Magnetic ParticleBusiness for the fiscal years ended December 31, 2006 and the seven months ended July 31, 2007(collectively, the “Financial Statements”). The balance sheets included in the FinancialStatements (including the related notes thereto) are true, complete and correct and present fairlythe financial position of Seller as of their respective dates, and the related income statementsincluded in the Financial Statements are true, complete and correct and present fairly the resultsof operations of Seller for the periods then ended, all in conformity with United States GAAPapplied on a consistent basis.3.04 Operation of Seller in the Ordinary Course. (a) Since the close ofbusiness on December 31, 2006, Seller’s Business has been operated, and through the ClosingDate will have been operated, in the ordinary course, except to the extent that Buyer hasotherwise agreed (or may prior to the Closing Date otherwise agree) in writing or as isexpressly contemplated by this Agreement. From the date hereof until the Closing Date,Seller shall continue to use its best efforts to preserve the goodwill of Seller’s Businessand its relationship with employees, customers and suppliers.(b) In furtherance of the foregoing, since December 31, 2006, the Seller has not withrespect to the Business (i) incurred any obligations or liabilities, whether absolute,accrued, contingent or other, other than obligations and liabilities incurred in theordinary course of business, (ii) mortgaged, pledged or subjected to any lien, lease,security interest or other encumbrance (other than liens for taxes, assessments or othergovernmental charges not yet due and payable, or presently payable without penalty orinterest) any of its assets, real or personal, tangible or intangible, (iii) acquired ordisposed of any assets or properties used in the operation of the Business, or entered intoany agreement for any such acquisition or disposition, except in the ordinary course ofbusiness, (iv) forgiven or canceled any debts or claims other than in the ordinary course ofbusiness or waived any rights of material value not previously accrued for, (v) granted anyrights or licenses under or to any of its patents, trademarks, trade names, copyrights,domain names or other intellectual property rights, (vi) suffered any loss of, or materialadverse change in its relationship with, any supplier or customer or has knowledge that anysuch supplier or customer intends any action which would constitute or lead to such a
 
-6-

 
loss or material adverse change, (vii) suffered any damage, destruction or loss(whether or not covered by insurance) which has a material adverse effect on its business,(viii) suffered any strike or other labor trouble which has had a material adverse effect onits operations, (ix) terminated or made any substantial revision of, or engaged in anyrenegotiation of, any material contract, (x) made any change in accounting principles ormethods or in classification, depreciation or amortization policies or rates, (xi) settledany dispute involving payment by the Seller in excess of $10,000, (xii) made any loan oradvance in excess of $10,000 to any person or entity other than travel or expense advancesin accordance with its normal policies which have been accounted for or repaid and extensionof trade credit in accordance with its normal business practices, or (xiii) entered into anymaterial transaction other than in the ordinary course of business.3.05 Tax Matters. Other than as disclosed on Schedule 3.05:(a) Seller has: (i) timely filed all returns, declarations, reports, estimates, informationreturns, and statements (“Returns”) required to be filed or sent by it in respect of any“Taxes” (as defined in subsection (d) below) and all such Returns were complete and correctin all material respects and (ii) timely and properly paid all Taxes required to be paid by itthrough the date hereof (including any Taxes shown due on any Return).(b) There are no liens for Taxes upon any of the Purchased Assets, except liens for Taxes notyet due.(c) No deficiency for any Taxes has been proposed, asserted or assessed against Seller thathas not been resolved and paid in full. No waiver, extension or comparable consent given by Sellerregarding the application of the statute of limitations with respect to any Taxes or Returns isoutstanding, nor is any request for any such waiver or consent pending. No Tax audit or otheradministrative proceeding or court proceeding with regard to any Taxes or Returns is pending, norhas there been any notice to Seller by any taxing authority regarding, or is any such tax audit orother proceeding threatened with regard to, any Taxes or Returns. Seller does not expect theassessment of any additional Taxes on Seller and is not aware of any unresolved questions, claimsor disputes concerning the liability for Taxes on Seller which would exceed the estimated reservestherefor set forth in the Financial Statements. Seller is not nor has it ever been a party to anytax sharing agreement with any person. As concerns the Purchased Assets, the liabilities assumedby the Buyer and the Business, Seller has complied in all material respects with all applicablelaws relating to the collection or withholding of Taxes (such as sales Taxes or withholding ofTaxes from the wages of employees), and Seller has not been and is not liable for any Taxes forfailure to comply with such laws.(d) For purposes of this Agreement, the terms “Tax” or “Taxes” means alltaxes, charges, fees, levies, or other assessments, including, without limitation, all net income,gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license,withholding, payroll, employment, social security, unemployment, excise, estimated, severance,stamp, occupation, property, or other taxes, customs duties, fees, assessments, or charges of anykind whatsoever, including, without limitation, all interest and penalties thereon, and additionsto tax or additional amounts imposed by any valid taxing authority upon Seller.
 
-7-

 
3.06 Material Contracts and Commitments. Schedule 1.01(c) hereto constitutesa full and complete list, as of the date hereof, of all contracts and commitments of Seller relatedto the Business involving aggregate rights or obligations of Seller in excess of $5,000 percontract or which have a remaining term, as of the date hereof, of over six months in length ofobligation on the part of Seller (“Material Contracts”). Except as indicated onSchedule 1.01(c), Seller is not in breach or violation of, or in default under any of theMaterial Contracts; the execution of this Agreement and the consummation of the transactionscontemplated hereby will not constitute a default or breach under the Material Contracts; and,except as specifically indicated in Schedule 1.01(c), the execution of this Agreement andthe consummation of the transactions contemplated hereby will not give rise to any consentrequirement under any of the Material Contracts. All of the contracts listed on Schedule1.01(c) are in full force and effect and have not been modified or amended, except as set forthon Schedule 1.01(c).3.07 Licenses, Permits and Authorizations. Seller has obtained, and will as of theClosing Date continue to have, all material approvals, authorizations, consents, licenses,franchises, orders, certificates and other permits of, and has made and will have made on theClosing Date all filings with, any governmental authority, whether foreign, Federal, state orlocal, which are required for the ownership of the Purchased Assets or the conduct of Seller’sBusiness as presently conducted. A complete list of all such approvals, authorizations, consents,licenses, franchises, orders, certificates, permits and filings is included as Schedule3.07 hereto.3.08 Title to Purchased Assets. Seller has good title to the Purchased Assets andshall at the Closing deliver to Buyer good title to the Purchased Assets free and clear of alltitle defects, liabilities, obligations, liens, mortgages, security interests, encumbrances,easements, claims or similar adverse interests of any kind or character except for the titleexceptions listed in Schedule 3.08 hereto. All leases pursuant to which Seller leases anyof the Purchased Assets are valid and binding in accordance with their respective terms. Seller isnot in breach or violation, or default under any agreement or lease, which breach, violation ordefault might result in the creation of any mortgage, security interest, encumbrance, easement,claim or similar adverse interest of any kind or character.3.09 Transferred Intellectual Property. Except as set forth in Schedule1.01(d), to the knowledge of Seller or Shareholders and only insofar as they relate to theBusiness:(a) Seller owns or has the right to use pursuant to license, sublicense, public domain,agreement, or permission the following intellectual property (the “TransferredIntellectual Property”): (i) all trademarks, service marks, trade dress, logos, tradenames, and corporate names, including all goodwill associated therewith, and allapplications registrations, and renewals in connection therewith, (ii) all trade secrets andconfidential business information (including protocols, ideas, research and development,know-how, formulas, compositions, manufacturing and production processes and techniques,technical data, designs, drawings, specifications, customer and supplier lists, pricing andcost information, and business and marketing plans and proposals), (iii) all otherproprietary rights, and (iv) all copies and tangible embodiments thereof (in whatever formor medium).
 
-8-

 
(b) Seller, its officers and Shareholders have (i) not knowingly interfered with,infringed upon, misappropriated, or otherwise come into conflict with any intellectualproperty rights of third parties, and (ii) never received any charge, complaint, claim,demand, or notice alleging any such interference, infringement, misappropriation, orviolation, including any claim that Seller or Shareholders must license or refrain fromusing any intellectual property rights of any third party, which might result in a materialadverse effect to the Business. To the knowledge of Seller or Shareholders, no third partyhas interfered with, infringed upon, or misappropriated in any material respect anyintellectual property rights of Seller.(c) Sellers does not have any (i) patents or pending patent application or applicationfor registration which Seller has made with respect to any of the Transferred IntellectualProperty, (ii) material license, agreement, or other permission which Seller has granted toany third party with respect to any of the Transferred Intellectual Property outside theordinary course of business, or (iii) registered trade names or registered trademarks usedby Seller with respect to the Transferred Intellectual Property.3.10 Employee Benefit Plans.(a) For purposes of this Section 3.10, “Employee Plan” shall mean any “employeebenefit plan,” as defined in section 3(3) of the Employment Retirement Income Security Actof 1974, as amended (“ERISA”), whether or not such plan is subject to any of the provisionsof ERISA, and any qualified or non-qualified current or deferred compensation, bonus,incentive compensation, stock-based rights, option or appreciation plan, severance pay,retirement, pension, supplemental pension, profit-sharing, stock bonus, salary continuation,tuition assistance, dependent care assistance, legal assistance, vacation, fringe benefit,group or individual health, medical, dental, vision, disability, life insurance or survivorbenefit or similar plan, policy or arrangement, which covers any employee, self-employedindividual or beneficiary of any employee or self-employed individual, whether active orretired, of Seller, any predecessor of Seller, or any entity which, with Seller, isconsidered to be part of a single employer under Section 414(b), (c), (m) or (o) of theCode.(b) No Employee Plan of Seller is a “defined benefit plan,” as defined in Section 3(35)of ERISA and subject to Title IV of ERISA, or a “multi-employer plan,” as defined in Section3(37) of ERISA, and Seller has not been obligated to make a contribution to any “definedbenefit plan” or “multi-employer plan” within the five year period preceding the date ofthis Agreement.(c) No “party in interest” as defined in section 3(14) of ERISA or “disqualifiedperson” as defined under Section 4975 of the Code has engaged in a “prohibited transaction,”as defined in Section 406 of ERISA or Section 4975 of the Code, with respect to any EmployeePlan which could subject Buyer to liability, restitution or penalty under Section 409 or502(i) of ERISA or Section 4975 of the Code.(d) Seller is in material compliance with, and has administered each of its
 
-9-

 
Employee Plans in accordance with, the terms of such plan and the requirements of anyand all laws, orders, decrees and regulations, including but not limited to, ERISA and theConsolidated Omnibus Budget Reconciliation Act of 1985, applicable to each such plan.(e) There is no pending or, to the best of Seller’s or Shareholders’ knowledge,threatened legal action, arbitration or other proceeding or investigation against Seller orany Employee Plan with respect to any Employee Plan which could result in any penalty orliability for Buyer, and there is no reasonable basis for any such legal action orproceeding.(f) No employer securities, employer real property or other employer property isincluded in the assets of any Employee Plan.3.11 Litigation and Other Claims. Except as described in Schedule 3.11, thereare no actions, suits, arbitration proceedings, claims or other proceedings arising out of orrelated to the Business of the Seller pending or, to the knowledge of Seller or Shareholders,threatened before any foreign, Federal, state, municipal or other court, department, commission,arbitration panel, board, bureau, agency, body or instrumentality against Seller or affecting thePurchased Assets at law or in equity. Seller and Shareholders are not a party to or subject to theprovisions of any order, writ, injunction, decree or judgment of any court or foreign, Federal,state, municipal or other governmental or administrative body, department, commission, board,bureau, securities exchange or other agency or instrumentality in connection with the ongoingoperations of Seller except as set forth in Schedule 3.11.3.12 No Material Adverse Change. Since the close of business on the date of theFinancial Statements, there has been no material adverse change in the financial condition, orresults of operations of the Business of Seller.3.13 Sufficiency of Purchased Assets. Except as set forth on Schedule 3.13,the Purchased Assets have been sufficient for Seller to operate the Business as currently operated.Seller is not a party to any contract which is necessary in any material respect to Seller’sBusiness other than contracts which will be assigned to Buyer at the Closing hereunder.3.14 Compliance with Laws.(a) To Seller’s and Shareholders’ knowledge, neither the Purchased Assets nor theoperations of the Business, as conducted at the date hereof and as will be conducted throughthe Closing Date, violate, in any material respect, any foreign, Federal, state or locallaw, ordinance, rule or regulation.(b) To Seller’s and Shareholders’ knowledge, Seller, as well as each of its“establishments” and “relevant persons” (as such terms are defined under the Federal Food,Drug and Cosmetic Act, 21 U.S.C. §§ 301 et. seq. (collectively the“Regulated Group”), is currently in compliance in all material respects with allregulatory requirements of the Federal Food and Drug Administration (the “FDA”),including without limitation all registration, Good Manufacturing Practices, licensing and
 
-10-

 
recordkeeping requirements, to the extent applicable. To Seller’s and Shareholders’knowledge, each member of the Regulated Group currently has all permits, licenses,authorizations and approvals required by the FDA, all of which are listed on Schedule3.14, and is in compliance with all conditions and terms of such permits, licenses,authorizations and approvals. The transactions contemplated hereby will not conflict withor result in any violation of such permits, licenses, authorizations and approvals, and anynotices to, or consents by, the FDA required in connection with such transactions (all ofwhich are listed on Schedule 3.14)have been obtained prior to the ClosingDate. Except as set forth on Schedule 3.14, no notice has been received, and noreview or investigation is pending, or to Seller’s or Shareholders’ knowledge, threatenedwith respect to (i) any alleged violation by any member of the Regulated Group of any law,regulation or FDA order, or (ii) any alleged failure by any member of the Regulated Group tohave all required permits, registration, licenses, authorizations and approvals.3.15 Insurance. Seller maintains, and through the Closing Date will maintain,adequate insurance including self-insurance insuring the Purchased Assets and the operations of theBusiness. All policies of insurance of any kind maintained, owned or held by Seller which coverthe Purchased Assets or the Business are set forth in Schedule 3.15 hereto and suchpolicies are in full force and effect, all premiums with respect thereto covering all periods up toand including the Closing Date have been paid, and no notice of cancellation or termination hasbeen received with respect to any such policy which has not been replaced on substantially similarterms prior to the date of such cancellation or termination. The insurance policies to whichSeller is a party which cover the Purchased Assets or Seller’s Business are sufficient forcompliance with all requirements of applicable laws and all agreements to which Seller is a partyor by which Seller or the Purchased Assets may be bound. In the three years preceding the date ofthis Agreement, Seller has not been refused any insurance with respect to the Purchased Assets orthe operations of Seller or had its coverage limited by any insurance carrier to which it hasapplied for any such insurance or with which it has carried such insurance.3.16 Accounts Receivable; Inventory.(a) Accounts Receivable; Accounts Payable. All accounts receivable of Sellerpertaining to the Business are reflected properly on their books and records, are validreceivables subject to no setoffs or counterclaims, are current and collectible, and will becollected in accordance with their terms at their recorded amounts, subject only to thereserve for bad debts set forth on the face of the most recent balance sheet included in theFinancial Statements (the “Balance Sheet”) (rather than in any notes thereto) asadjusted for the passage of time through the Closing Date in accordance with the past customand practice of Seller. Schedule 3.16(a) sets forth a complete and accurate list ofall outstanding accounts receivable pertaining to the Business as of the date of thisAgreement, which list sets forth the aging of such accounts receivables.(b) Inventory. The inventories of Seller pertaining to the Business aregenerally of a quality and quantity usable and salable at customary gross margins and withcustomary markdowns consistent with past practice in the ordinary course of business. Suchinventory status is consistent with the past custom and practice of the
 
-11-

 
Seller, subject only to the reserve for inventory writedown set forth on the face ofthe Balance Sheet (rather than in any notes thereto) as adjusted for the passage of timethrough the Closing Date in accordance with the past custom and practice of Seller. SinceDecember 31, 2006, there have not been any write-downs of the value of, or establishment ofany reserves against, any inventory, except for write-downs and reserves in the ordinarycourse of business and consistent with past practice which have not had, either individuallyor in the aggregate, a material adverse effect.(c) Accounts Payable. Schedule 3.16(c) contains a complete andaccurate list of all accounts payable which are included in the Assumed Liabilities as ofthe date of this Agreement, which list sets forth the aging of each such account payable.All accounts payable that are reflected on Schedule 3.16(c), or on the accountingrecords of Seller as of the Closing Date represent valid obligations arising from productsor services actually received by or loans actually made to Seller in the ordinary course ofbusiness.3.17 Labor Matters. Except as set forth in Schedule 3.17: (a) to Seller’s andShareholder’s knowledge, Seller is in compliance in all material respects with all applicable lawsrespecting employment and employment practices, terms and conditions of employment and wages andhours, and is not engaged in any unfair labor practice; (b) there is no unfair labor practicecomplaint against Seller pending or threatened with respect to Seller’s employees before theNational Labor Relations Board or any other applicable tribunal; and (c) Seller has received nonotice that any representation or petition respecting the employees of Seller has been filed withthe National Labor Relations Board or any other applicable tribunal.3.18 Condition of Purchased Assets. The Purchased Assets are in good repair andworking condition, normal wear and tear excepted, are suited for the uses currently intended, arein conformity with all applicable laws, ordinances, rules and regulations and are in good saleablecondition, normal wear and tear excepted.3.19 Environmental Matters.(a) Except as set forth in Schedule 3.19 hereto: (i) to Seller’s andShareholder’s knowledge, Seller is in compliance in all material respects with allenvironmental laws, regulations, permits and orders applicable to it, and with all laws,regulations, permits and orders governing or relating to asbestos removal and abatement;(ii) Seller has not transported, stored, treated or disposed, or allowed or arranged for anythird parties to transport, store, treat or dispose, of any Hazardous Substances or otherwaste to or at any location other than a site lawfully permitted to receive such HazardousSubstances or other waste for such purposes, or had performed, arranged for or allowed byany method or procedure such transportation, storage, treatment or disposal in contraventionof any laws or regulations, nor has Seller disposed of, or allowed or arranged for any thirdparties to dispose of, Hazardous Substances or other waste upon property owned or leased byit; (iii) to Seller’s and Shareholder’s knowledge, there has not occurred, nor is therepresently occurring, a Release of any Hazardous Substance on, into or beneath the surface ofany parcel of real property in which Seller has an ownership interest or any leaseholdinterest; (iv) Seller has not transported or disposed of,
 
-12-

 
or allowed or arranged for any third parties to transport or dispose of, any HazardousSubstance or other waste to or at a site which, pursuant to the U.S. ComprehensiveEnvironmental Response, Compensation and Liability Act of 1980, as amended(“CERCLA”) or any similar law, (A) has been placed on the National Priorities Listor its state equivalent, or (B) the Environmental Protection Agency or the relevant stateagency has proposed or is proposing to place on the National Priorities List or its stateequivalent; (v) Seller or Shareholders have not received notice, and have no knowledge ofany facts which could give rise to any notice, that Seller is a potentially responsibleparty for a Federal or state environmental cleanup site or for corrective action underCERCLA or any other applicable law or regulation or notice of any other Environmental Claim;(vi) Seller has not received any written or oral request for information in connection withany Federal or state environmental cleanup site and has not undertaken (or been requested toundertake) any response or remedial actions or cleanup actions of any kind at the request ofany Federal, state or local governmental entity, or at the request of any other person orentity; (vii) there are no laws, regulations, ordinances, licenses, permits or ordersrelating to environmental or worker safety matters requiring any work, repairs, constructionor capital expenditures with respect to the assets or properties of Seller; and (viii)Schedule 3.19 identifies (w) all environmental audits, assessments or occupationalhealth studies undertaken by Seller or its agents or by any governmental agencies withrespect to the operations or properties of Seller; (x) the results of any ground water,soil, air or asbestos monitoring undertaken with respect to any real property owned orleased by Seller; (y) all written communications of Seller with environmental agencies; and(z) all citations issued to Seller under the Occupational Safety and Health Act (29 U.S.C.Sections 651 etseq.).(b) For the purposes of this Agreement, “Environmental Claim” shall mean anydemand, claim, governmental notice or threat of litigation or the actual institution of anyaction, suit or proceeding at any time by a person other than the parties which asserts thatan Environmental Condition constitutes a violation of or otherwise may give rise to anyliability or obligation under, any statute, ordinance, regulation, or other governmentalrequirement or the common law, including, without limitation, any such statute, ordinance,regulation, or other governmental requirement relating to the emission, discharge, orrelease of any Hazardous Substance into the environment or the generation, treatment,storage, transportation, or disposal of any Hazardous Substance. “EnvironmentalCondition” shall mean the presence on the Closing Date, whether discovered orundiscovered on the Closing Date, in surface water, ground water, drinking water supply,land surface, subsurface strata or ambient air of any pollutant, contaminant, industrialsolid waste or Hazardous Substance arising out of or otherwise related to the operations orother activities of Seller, or of any predecessor in interest or line of business to Seller,conducted or undertaken prior to the Closing Date. “Hazardous Substance” shall meanany substance defined in the manner set forth in Section 101(14) of the U.S. ComprehensiveEnvironmental Response, Compensation and Liability Act of 1980, as amended, and shallinclude any additional substances designated under Section 102(a) thereof.“Release” shall mean releasing, spilling, leaking, pumping, pouring, emitting,emptying, discharging, injecting, escaping, leaching, dumping or disposing into theenvironment.
 
-13-

 
3.20 Absence of Certain Payments. Neither Seller nor Shareholders nor any officers,directors, employees, agents, representatives, or independent contractors of the Seller has made,or arranged for the making of, any unlawful payment to any official, officer or employee of anyforeign, Federal, state, county, municipal or other governmental or regulatory body or authority orany self regulatory body or authority, or made any payment to any customer or supplier of theSeller or any officer, director, partner, employee or agent of any customer or supplier, for theunlawful sharing of fees or to any such customer or supplier or any such officer, director,partner, employee or agent for the unlawful rebating of charges, or engaged in any other unlawfulreciprocal practice, or made any other unlawful payment or given any other unlawful considerationto any such customer or supplier or any such officer, director, partner, employee or agent, inrespect of the Seller.3.21 Full Disclosure. All information furnished to Buyer in accordance herewith is,and as of the Closing Date shall be, correct and complete in all material respects. Norepresentation or warranty of Seller and no information, Schedule or certificate furnished or to befurnished by or on behalf of Seller to Buyer, its affiliates or its agents pursuant to or inconnection with this Agreement contains or will contain any untrue statement of a material fact oromits or will omit to state a material fact necessary in order to make the statements containedherein or therein not misleading.ARTICLE IVREPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYERBuyer hereby represents and warrants to, and covenants with, Seller and Shareholders:4.01 Organization. Buyer is a corporation duly organized, validly existing and ingood standing under the laws of the Republic of Ireland, and has the corporate power and authorityto own and operate its properties and assets and to conduct its business as it is now beingconducted. Buyer is duly qualified to do business in all other jurisdictions in which Buyer owns,leases or operates property or otherwise conducts Buyer’s business if the failure to be qualifiedwould have a material adverse effect on Buyer’s ability to conduct business using the PurchasedAssets.4.02 Due Authorization. Buyer has full corporate power and authority to enter intothis Agreement and the Related Agreements and to consummate the transactions contemplated herebyand thereby and to perform its obligations hereunder and thereunder. The execution, delivery andperformance of this Agreement and the Related Agreements, and the consummation of the transactionscontemplated hereby and thereby, have been duly authorized by all necessary corporate action on thepart of Buyer. This Agreement has been duly executed and delivered by Buyer, and is a valid andbinding obligation of Buyer enforceable against Buyer in accordance with its terms. The execution,delivery and performance of this Agreement and the Related Agreements will not conflict with orresult in a violation of any provision of the Certificate of Incorporation or By-Laws (or similarcorporate organizational documents) of Buyer, or of any material contract by which it is bound, orof any judgment or decree to which it
 
-14-

 
is a party or by which it is bound. All necessary authorizations of the transactionscontemplated by this Agreement and the Related Agreements required to be obtained by Buyer from anyFederal, state, local or foreign government or agency shall have been obtained prior to theClosing, and any filings, notifications or disclosures required by law or regulations of suchgovernment or agency shall have been made in such form as is acceptable to file, provided thatSeller cooperates with Buyer with respect to the aforesaid filings, notifications or disclosures tothe extent necessary to obtain said authorizations. Buyer will deliver to Seller at the Closingtrue and complete copies of all resolutions of its board of directors by which the execution,delivery and performance of this Agreement and the Related Agreements and consummation of thetransactions contemplated hereby and thereby were authorized, certified by the Secretary of Buyeras of the Closing Date.ARTICLE VCOVENANTS PENDING CLOSING AND OTHER AGREEMENTS5.01 Conduct of Business of Seller Prior to the Closing. Except as contemplated bythis Agreement, during the period from the date of this Agreement to the Closing Date, Seller willconduct Seller’s Business and operations in, and only in, the ordinary course of business andsubstantially in the manner heretofore conducted. Without limiting the generality of theforegoing, and except as contemplated in this Agreement, prior to the Closing Date, without theprior written consent of Buyer, Seller will not:(a) incur or assume any indebtedness for money borrowed, including obligations inrespect of capital leases; or incur any material liabilities or obligations other than inthe ordinary course of business consistent with past practices; or assume, guarantee,endorse or otherwise become liable or responsible (whether directly or contingently orotherwise) for the obligations of any person; provided, that Seller may endorsenegotiable instruments for collection in the ordinary course of business;(b) except in the ordinary course of business with product purchasers, enter into anymaterial contract or arrangement providing for, in the aggregate, payment or receipt of morethan US$25,000 or which is greater than six months in duration without Buyer’s consent whichshall not be unreasonably withheld or delayed;(c) in any material way, violate, breach or allow to lapse any Material Contract orenter into any other agreement, commitment or transaction (including without limitation anyborrowing, capital expenditure or capital financing), except in the ordinary course ofbusiness consistent with past practice;(d) sell, transfer, mortgage, encumber or otherwise dispose of any of the PurchasedAssets, except in the ordinary course of business consistent with past practice;(e) agree or make any commitment to take any actions prohibited by this Section5.01; or
 
-15-

 
(f) materially reduce the inventory set forth on Schedule 1.01(b) or theaccounts receivable set forth on Schedule 1.01(d).5.02 Access to Information. Between the date of this Agreement and the Closing Date,Seller will, during ordinary business hours (a) give Buyer and its authorized representatives andadvisors access to all books, records, offices and other facilities and properties of Seller, (b)permit Buyer to make such inspections thereof as Buyer may reasonably request, and (c) cause itsofficers and advisors to furnish Buyer with such financial and operating data and other informationwith respect to Seller as Buyer may from time to time reasonably request; in addition, Seller willcause its accountants to make their personnel, their work papers and such other requesteddocumentation relating to their work papers and to their audits, if any, of the books and recordsof Seller available to Buyer and its advisors and representatives.5.03 Consents. The parties hereto will use their best efforts to promptly obtainconsents (including any required consents to the assignment of contracts) of all persons andgovernmental authorities necessary for the consummation of the sale of the Purchased Assets and theother transactions contemplated by this Agreement and the Related Agreements.5.04 Public Announcements. From the date hereof through the Closing, no party heretoshall make any press release or public announcement or any disclosure to any third person (otherthan to employees of Seller, employees of Buyer, attorneys, accountants and other advisors of theparties hereto in connection with the transactions contemplated hereby) concerning the transactionscontemplated by this Agreement; provided, however, that the parties will make suchannouncements, if any, as are required by applicable law or stock exchange rules and will mutuallyagree to the content thereof. In conjunction with the Closing, Buyer and Seller shall consult witheach other concerning the form of any post-closing press release or any other public announcementconcerning the transactions contemplated by this Agreement, and the parties shall use their bestefforts to cause a mutually agreeable form of such release or announcement to be issued.5.05 Confidentiality.(a) All information furnished by Buyer (or its agents and representatives) to Seller orShareholders (or their agents and representatives) or furnished by Seller or Shareholders(or their agents or representatives) to Buyer (or its agents and representatives) pursuanthereto shall be treated as the sole property of the party furnishing the information untilthe Closing Date, and if the Closing shall not occur, the party receiving the informationshall return to the party which furnished such information all copies of any documents orother materials containing, reflecting or referring to such information, shall keepconfidential all of such information regarded as confidential by the party supplying suchinformation, and shall not directly or indirectly use such information for any competitiveor other commercial purpose. The obligation to keep such information confidential shall notapply to (i) any information which (w) the party receiving the information can establish wasalready in its possession prior to the disclosure thereof by the party furnishing theinformation, (x) was then generally known
 
-16-

 
to the public, (y) became known to the public through no fault of the party receivingthe information; or (z) was disclosed to the party receiving the information by a thirdparty not bound by an obligation of confidentiality to the party furnishing the information;or (ii) disclosures in accordance with an order of a court of competent jurisdiction or asrequired by any law, rule or regulation applicable to the party making the disclosure,including any rule of, or agreement of any party or its affiliates with, any stock exchange.(b) Seller, Buyer and Shareholders agree, whether or not the Closing shall occur, tomaintain, and to cause their agents and representatives to maintain, the confidentiality ofthe terms and conditions of this Agreement and the Related Agreements and all documentsexecuted and delivered in connection with the transactions contemplated by this Agreementand the Related Agreements. The provisions of this Section 5.05(b) shall not applyto particular conditions or terms of the above referenced documents (i) if the party seekingto make such disclosure shall have obtained the prior written consent of the other party tothe disclosure of such conditions or terms, (ii) that are required to be disclosed duringthe course of any litigation or arbitration which may be brought by any party related to theprovisions of any of the above referenced documents, (iii) that are or become generallyavailable to the public other than as a result of actions taken by the party seeking to makesuch disclosure or its agents and representatives, or (iv) that are required to be disclosedpursuant to and in accordance with any law, rule or regulation applicable to the partyseeking to make such disclosure, including any rule of, or agreement of any party or itsaffiliates with, any stock exchange.Notwithstanding the foregoing, if a party is requested or required (by oral questions,interrogatories, requests for information or document subpoena, civil investigative demand orsimilar process) to disclose any of the above-referenced documents, such party will promptly notifythe other party of such request so that such other party may seek an appropriate protective orderor waive compliance with the provisions hereof. If, in the absence of a protective order or thereceipt of a waiver hereunder, a party is nonetheless, in the opinion of its counsel, compelled todisclose any terms or conditions of the above-referenced documents to any tribunal or else standliable for contempt or suffer other censure or penalty, such party may disclose such information tosuch tribunal without liability hereunder.5.06 Related Agreements. The parties hereto agree that at Closing they will executeand deliver (or cause their affiliates to execute and deliver) the Related Agreements to which theyor their affiliates are to be a party.5.07 No-Shop. Seller and Shareholders hereby agree that until September 30, 2007 theyshall not pursue or become involved in any negotiations or discussions or enter into any agreementregarding the sale of the Business of Seller to any third person or entity.5.08 Website. Immediately prior to Closing, Seller will have transferred from itswebsite *www.cortex-biochem.com* (to be transferred at Closing under Section1.01(e)(i)) all contents related to the Magnetic Particle Business to a new website to beestablished by Seller. Immediately after Closing, Buyer will include on the acquired website in areasonably prominent position a hyperlink to Seller’s newly established website for the MagneticParticle Business (the
 
-17-

 
“Hyperlink”). If Buyer does not include the Hyperlink on the website, Seller shallgive written notice to Buyer of its breach of this covenant. If Buyer does not include theHyperlink on the website within 30 days after receipt of such notice, Buyer shall sell the websitedomain name to Seller for $1.00.5.09 Licenses. Effective as of the Closing, Seller hereby grants to Buyer(a) a royalty-free, non-revocable exclusive license used for the Business to use thetrade name “Cortex Immunoreagents” and a co-exclusive license used both for the Business andthe Magnetic Particle Business to use the trade name “Cortex Biochem” in relation to theBusiness for a period of four years commencing on the Closing Date and Seller and Seller’ssuccessor-in-interest, if any to use the “Cortex Biochem” trade name in relation to theMagnetic Particle Business; and(b) a royalty-free, non-revocable and non-exclusive single use license to use thesoftware used both for the Business and the Magnetic Particle Business (the “Joint UseSoftware”). In furtherance of providing this license, (a) promptly after Closing,Seller shall cooperate reasonably with Buyer in providing Buyer with instruction andtraining for how to use the Joint Use Software and (b) during the term of the license,Seller shall provide reasonable support to Buyer for the Joint Use Software in a manner noless responsive than if Seller were supporting its own use of the Joint Use Software.5.10  Consulting Services. Dr. Matt Pourfarzaneh and Leonard I. Karp (the“Shareholder Consultants”) will provide consulting services to the Buyer in relation to theBusiness for a period of twelve months commencing on the Closing Date.(a) Until the end of the sixth month after the Closing Date, the ShareholderConsultants will not charge any consulting fees for the consulting services up to threehours (for each Shareholder Consultant) in any given week. To the extent that a ShareholderConsultant provides consulting services to the Buyer in excess of three hours in any givenweek, Buyer will pay the Shareholder Consultant an hourly fee of $150 promptly upon (and inno event later than 15 days after) presentation of a written invoice detailing the amount oftime spent (in time intervals of at least 1/4 hour) by the Shareholder Consultant inperforming the consulting services.(b) After the end of the sixth month after the Closing Date, to the extent that aShareholder Consultant provides consulting services to the Buyer, Buyer will pay theShareholder Consultant an hourly fee of $150 promptly upon (and in no event later than 15days after) presentation of a written invoice detailing the amount of time spent (in timeintervals of at least 1/4 hour) by the Shareholder Consultant in performing the consultingservices.(c) Buyer will also reimburse the Shareholder Consultants for all expenses incurred bythem in the course of the consulting services and approved, in advance, by Buyer, including,but not limited to, travel, lodging, meals, rental car etc.
 
-18-

 
ARTICLE VICLOSING CONDITIONS6.01 Conditions to Each Party’s Obligations to Effect the Transactions ContemplatedHereby. The respective obligations of each party to effect the transactions contemplatedhereby shall be subject to the fulfillment at or prior to the Closing Date of the followingconditions:(a) No Order, Decree or Injunction. Neither Seller nor Buyer shall be subjectto any order, decree or injunction of a court of competent jurisdiction or governmentalagency and no statute, rule or regulation shall be in effect or be enacted or issued which(i) prevents or delays any of the transactions contemplated by this Agreement, or (ii) wouldimpose any limitation on the ability of Buyer effectively to exercise full rights ofownership of the Purchased Assets.6.02 Conditions to the Obligations of Seller to Effect the Transactions ContemplatedHereby. The obligations of Seller to effect the transactions contemplated hereby shall befurther subject to the fulfillment at or prior to the Closing Date of the following conditions, anyone or more of which may be waived by Seller:(a) Covenants Performed; Representations and Warranties True. Buyer shallhave performed and complied with the covenants and agreements contained in this Agreementrequired to be performed and complied with by it at or prior to the Closing Date and therepresentations and warranties of Buyer set forth in this Agreement shall be true andcorrect as of the Closing Date as though made at and as of the Closing Date, and Sellershall have received a certificate to that effect signed on behalf of Buyer by an authorizedofficer of Buyer;(b) Due Authorization. Buyer shall have delivered to Seller resolutions of itsBoard of Directors duly authorizing the transactions contemplated by this Agreement and theRelated Agreements, certified by the corporate Secretary of Buyer;(c) Related Agreements. Buyer shall have executed and delivered, or shall havecaused to be executed and delivered, the Related Agreements.(d) Purchase Price. Buyer shall have paid the Purchase Price.6.03 Conditions to the Obligations of Buyer to Effect the Transactions ContemplatedHereby. The obligations of Buyer to effect the transactions contemplated hereby shall befurther subject to the fulfillment at or prior to the Closing Date of the following conditions, anyone or more of which may be waived by Buyer:(a) Covenants Performed; Representations and Warranties True. Seller andShareholders shall have performed and complied with the covenants and agreements containedin this Agreement required to be performed and complied with by them at or
 
-19-

 
prior to the Closing Date, and the representations and warranties of Seller andShareholders set forth in this Agreement shall be true and correct as of the Closing Date asthough made at and as of the Closing Date, and Buyer shall have received, with respect toSeller’s covenants, representations and warranties, a certificate to that effect signed byauthorized officers of Seller;(b) Due Authorization. Seller shall have delivered to Buyer resolutions of itsBoard of Directors and shareholders duly authorizing the transactions contemplated by thisAgreement and the Related Agreements, certified by the corporate Secretary of Seller;(c) No Material Adverse Change. There shall not have been, since the date ofthe Financial Statements, any material adverse change in the Business, results ofoperations, financial condition or prospects of Seller with regard to the Business or thePurchased Assets;(d) Opinion Letter. Buyer shall have received an opinion or opinions fromcounsel for Seller, dated the Closing Date and satisfactory in form and substance to Buyerand its counsel.(e) Related Agreements. All parties other than Buyer shall have executed anddelivered the Related Agreements, if any;(f) Consents Obtained. Prior to Closing, all licenses, permits and othergovernmental approvals and authorizations and all consents of third parties required toeffect the transactions contemplated by this Agreement, and for the Business of Seller to beoperated by Buyer after the Closing in the manner and to the extent of Seller’s currentoperations (including, without limitation, all consents required for the assignment of theMaterial Contracts referred to in Section 1.01(c)) shall have been obtained anddelivered to Buyer.(g) Principal Supplier and Customer Due Diligence. Buyer shall have completeddue diligence discussions with Scantibodies, Seller’s principal customer, and Bioprocessing,Inc., Seller’s principal supplier, and shall not have received any material adverseinformation regarding the commercial relationship of either such party with the Business.ARTICLE VIITHE CLOSING7.01 Time and Place of Closing. Upon the terms and subject to the satisfaction orwaiver of the conditions in this Agreement, the Closing of the transactions contemplated hereby(the “Closing”) shall take place no later than September 30, 2007 at the offices of Buyer’scounsel, Carter Ledyard & Milburn LLP, Two Wall Street, New York, New York 10005, or at such othertime and place as the parties hereto may agree in writing. The effective time of the Closing isherein referred to as the “Closing Date.”
 
-20-

 
7.02 Closing. At the Closing, Seller will deliver to Buyer such warranty deeds, billsof sale, instruments of assignment, including instruments in the form of Exhibit A andExhibit B and other good and sufficient instruments of transfer and the other instrumentsand documents contemplated hereby, executed by Seller and in form and substance reasonablysatisfactory to Buyer, as Buyer may reasonably require to vest in Buyer all right, title andinterest of Seller and their affiliates in and to the Purchased Assets, and Buyer shall pay toSeller the Purchase Price, and deliver to Seller the other instruments and documents required of itat the Closing.Subject to the provisions of the Transition Services Agreement, Seller shall deliver to Buyerat the Closing possession of the Purchased Assets being sold pursuant to this Agreement and theentire right, title and interest of Seller in and to such Purchased Assets shall pass to Buyer atthe Closing.ARTICLE VIIIEMPLOYMENT, WORKERS’ COMPENSATION AND