Exhibit
10.2


Execution
Draft


ASSET PURCHASE AGREEMENT


BY AND BETWEEN


STRATAGENE CORPORATION


AND


CATALYST ASSETS LLC


Dated as of April 5, 2007











SCHEDULES
AND EXHIBITS


	
  Schedule 2.1(a)

  	
   

  	
  Assigned Patents

  
	
  Schedule 2.1(b)

  	
   

  	
  Real Property

  
	
  Schedule 2.1(c)

  	
   

  	
  Tangible Assets

  
	
  Schedule 2.1(d)

  	
   

  	
  Assigned Contracts

  
	
  Schedule 2.1(e)

  	
   

  	
  Assigned Claims

  
	
  Schedule 2.7

  	
   

  	
  Excluded Liabilities

  
	
  Schedule 6.6

  	
   

  	
  Third Party Consents

  
	
  Schedule 6.7

  	
   

  	
  Listed Employees

  



 


	
  Exhibit A

  	
   

  	
  Form of Assignment and Assumption Agreement

  
	
  Exhibit B

  	
   

  	
  Form of Bill of Sale

  
	
  Exhibit C

  	
   

  	
  Form of Assignment and License Agreement

  
	
  Exhibit D

  	
   

  	
  Purchase Price Allocation

  



 
















ASSET
PURCHASE AGREEMENT


THIS
ASSET PURCHASE AGREEMENT (the “Agreement”), is made and entered into as
of April 5, 2007 by and between Catalyst Assets LLC, a Delaware limited
liability company (“Buyer”) and Stratagene Corporation, a Delaware
corporation (the “Seller”).


RECITALS


A.                                   Buyer desires to purchase from Seller, and
Seller desires to sell to Buyer, certain assets of Seller, in exchange for the
assumption of certain liabilities and the other consideration set forth below
(such transaction, the “Asset Purchase”).


B.                                     Seller, on the one hand, and Buyer, on the
other hand, desires to make certain representations, warranties, covenants and
other agreements in connection with the transactions contemplated hereunder.


C.                                     Simultaneously with the execution and delivery
of this Agreement, Seller is entering in an Agreement and Plan of Merger (the “Merger
Agreement”) with Agilent Technologies, Inc., a Delaware corporation (“Parent”),
and Jackson Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Parent, which provides for the merger of Seller with and into
Merger Sub, with Seller surviving the merger as a wholly-owned subsidiary of
Parent (the “Merger”).  Joseph A.
Sorge (the “Principal”) is the majority stockholder, an officer, a
director and a key employee of both Seller and Buyer and will receive
substantial consideration in connection with the Merger, including but not
limited to the value attributable to the Principal’s equity in Seller.  The consummation of the transactions
contemplated by this Agreement are conditional upon and shall be effected only
following the consummation of the Merger.


D.                                    Simultaneously with the execution and
delivery of this Agreement, Parent has entered into a Non-Competition Agreement
with the Principal, in which he has agreed to a restrictive covenant similar to
the covenants provided by Buyer herein with respect to the conduct of any
business competitive with the business of Seller as currently conducted and as
currently proposed to be conducted other than the Permitted Business Purpose.
The agreement of the Principal and of Buyer to provide such covenants is a
material inducement to the willingness of Parent to enter into the Merger
Agreement, to consummate the Merger and to agree to the consummation by Seller,
as the surviving corporation of the Merger and wholly-owned subsidiary of
Parent, of the Asset Purchase and the other transactions contemplated by this
Agreement.


E.                                      Simultaneously with the execution and
delivery of this Agreement, Seller and Buyer have entered into that certain
license agreement (including all schedules and exhibits attached thereto, the “License
Agreement”) pursuant to which Seller and Buyer will each license to the
other the right to use certain intellectual property.


NOW,
THEREFORE, in consideration of the mutual agreements, covenants and other
premises set forth herein, the mutual benefits to be gained by the performance
thereof, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and accepted, the parties hereby
agree as follows:


ARTICLE I



DEFINITIONS


1.1                                 Capitalized Terms.  For
all purposes of this Agreement, the following terms shall have 



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the following respective meanings:


(a)                                  “Affiliate” means with respect to any
Person, another Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with,
such first Person, where “control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management
policies of a Person, whether through the ownership of voting securities, by
contract, as trustee or executor, or otherwise.


(b)                                 “Business Day” shall mean a day (i)
other than Saturday or Sunday, and (ii) on which commercial banks are open for
business in San Francisco, California.


(c)                                  “Code” means the Internal Revenue Code
of 1986, as amended.


(d)                                 “COBRA” means the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended, and the rules and regulations
promulgated thereunder.


(e)                                  “Contract” means any written legally
binding contract, agreement, instrument, commitment, obligation or undertaking.


(f)                                    “Delaware Law” means the Delaware
General Corporation Law.


(g)                                 “Effective Time” means the Effective
Time of the Merger as such term is defined in the Merger Agreement.


(h)                                 “ERISA” means the Employment
Retirement Income Security Act of 1974, as amended, and the rules and
regulations promulgated thereunder.


(i)                                     “Governmental Entity” shall mean any
supranational, national, state, municipal, local or foreign government, any
court, tribunal, arbitrator, administrative agency, commission or other
governmental official, authority or instrumentality, in each case whether
domestic or foreign, any stock exchange or similar self-regulatory organization
or any quasi-governmental or private body exercising any regulatory, Taxing or
other governmental or quasi-governmental authority.


(j)                                     “Law” means with respect to any
Person, any domestic or foreign, federal, state or local statute, law, ordinance,
rule, regulation, order, writ, injunction, judgment, decree or other
requirement of any Governmental Entity.


(k)                                  “Liabilities” mean debts, liabilities
and obligations, whether accrued or fixed, absolute or contingent, matured or
unmatured, determined or determinable, known or unknown, including those
arising under any Law, action or governmental order and those arising under any
Contract.


(l)                                     “Person” means any natural person,
corporation, company, limited liability company, general partnership, limited
liability partnership, trust, estate, proprietorship, joint venture,
association, organization, entity or Governmental Entity.


(m)                               “Purchase Price” means an aggregate of $6,600,000.00 in cash.


(n)                                 “Securities Act” shall mean the
Securities Act of 1933, as amended.


(o)                                 “Tax” (and, with correlative meaning, “Taxes”
and “Taxable”) shall mean (a) any income, alternative or add-on
minimum tax, gross income, estimated, gross receipts, sales, use, ad valorem,
value added, transfer, franchise, capital stock, profits, license,
registration, withholding, payroll, social security (or equivalent),
employment, unemployment, disability, excise, severance, stamp, 



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occupation,
premium, property (real, tangible or intangible), environmental or windfall
profit tax, custom duty or other tax, governmental fee or other like assessment
or charge of any kind whatsoever, together with any interest or any penalty,
addition to tax or additional amount (whether disputed or not) imposed by any
Governmental Entity responsible for the imposition of any such tax (domestic or
foreign), (b) any liability for the payment of any amounts of the type
described in clause (a) of this sentence as a result of being a member of an
affiliated, consolidated, combined, unitary or aggregate group for any Taxable
period, and (c) any liability for the payment of any amounts of the type
described in clause (a) or (b) of this sentence as a result of being a
transferee of or successor to any Person or as a result of any express or
implied obligation to assume such Taxes or to indemnify any other Person.


(p)                                 “Tax Returns” means federal, state,
local and foreign returns, estimates, information statements and reports
required to be filed which relate to any and all Taxes.


(q)                                 “WARN Act” means the Worker Adjustment
Retraining Notification Act of 1988, as amended, and the rules and regulations
promulgated thereunder.


Other
capitalized terms defined elsewhere in this Agreement and not defined in this Article
I shall have the meanings assigned to such terms in this Agreement.


1.2                                 Construction.


(a)                                  For purposes of this Agreement, whenever the
context requires: the singular number will include the plural, and vice versa;
the masculine gender will include the feminine and neuter genders; the feminine
gender will include the masculine and neuter genders; and the neuter gender
will include the masculine and feminine genders.


(b)                                 Any rule of construction to the effect that
ambiguities are to be resolved against the drafting party will not be applied
in the construction or interpretation of this Agreement.


(c)                                  As used in this Agreement, the words “include”
and “including” and variations thereof will not be deemed to be terms of
limitation, but rather will be deemed to be followed by the words “without
limitation.”


(d)                                 Except as otherwise indicated, all references
in this Agreement to “Articles,” “Schedules,” “Sections” and “Exhibits” are
intended to refer to Articles, Schedules, Sections and Exhibits to this
Agreement.


(e)                                  The headings in this Agreement are for
convenience of reference only, will not be deemed to be a part of this
Agreement, and will not be referred to in connection with the construction or
interpretation of this Agreement.


(f)                                    Capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Merger Agreement.


ARTICLE II



PURCHASE AND SALE


2.1                                 Purchase and Sale of Assets. 
Subject to the terms and conditions set forth in this Agreement, Seller
agrees to sell, convey, transfer and assign to Buyer, and Buyer agrees to
purchase from Seller all of Seller’s right, title and interest in and to the
following (collectively, the “Acquired Assets”):


(a)                                  the patents and patent applications listed in
Schedule 2.1(a) and all reissues, 



 3
 









reexaminations,
substitutions, divisionals and continuations thereof, excluding continuations
in-part (the “Assigned Patents”);


(b)                                 the real property located at 3545 South Park
Drive, Jackson, Wyoming 83001, as further defined and described on Schedule
2.1(b) (the “Real Property”);


(c)                                  those tangible assets
set forth on Schedule 2.1(c) (the “Tangible Assets”);


(d)                                 all of Seller’s rights under the Contracts
set forth on Schedule 2.1(d) (the “Assigned Contracts”); and


(e)                                  all of Seller’s
rights to those claims set forth on Schedule 2.1(e), to the extent
permissible by Law.


2.2                                 Excluded Assets. 
Notwithstanding anything contained herein, or in any Collateral
Agreement or other instrument, conveyance or document delivered pursuant to
this Agreement, to the contrary, Seller shall retain and the Acquired Assets
shall not include any of Seller’s rights, titles or interests in and to any
asset or property, whether tangible or intangible, real or personal, wherever
situated, that is not expressly listed as an Acquired Asset pursuant to Section 2.1
above (collectively, the “Excluded Assets”).


2.3                                 Delivery of Acquired Assets.  Upon
the Closing, all of the right, title and interest of Seller in and to all of
the Acquired Assets shall pass to Buyer and Seller shall deliver to Buyer the
Acquired Assets at the location at which such Acquired Assets are situated at
Closing.


2.4                                 Instruments of Conveyance.  At
the Closing, Seller and Buyer shall enter into: (i) an Assignment and
Assumption Agreement substantially in the form of Exhibit A hereto
(the “General Assignment”); (ii) with respect to the Real Property, such
deeds (without warranty) individually, a “Deed” and collectively, the “Deeds”
and other good and sufficient instruments of conveyance as shall be effective
to vest in Buyer all right, title and interest of Seller in and to the Real
Property; (iii) a Bill of Sale substantially in the form of Exhibit B
hereto (the “Bill of Sale”); and (iv) an Assignment and License
Agreement substantially in the form of Exhibit C hereto (the “Patent
Assignment”) with respect to the sale, transfer and assignment to Buyer of
the Assigned Patents; (the General Assignment, Bill of Sale, Patent Assignment,
Deeds and other required real property agreements and instruments of conveyance
being collectively referred to herein as the “Collateral Agreements”).


2.5                                 Further Assurances.  At
any time, or from time to time, after the Closing, upon Buyer’s reasonable
request and without any further consideration, Seller shall, without expense to
Seller: (i) execute and deliver to Buyer such other instruments of sale,
transfer, conveyance, assignment and confirmation; and (ii) take such other
commercially reasonable actions, as  may
be reasonably necessary in order more effectively to transfer, convey and
assign to Buyer, and to confirm Buyer’s title to, all of the Acquired Assets.


2.6                                 Assumed Liabilities. 
Effective upon the Closing, Buyer shall 
assume and thereafter shall fully pay, perform and discharge, or cause
to be fully paid, performed or discharged, when due, the following
Liabilities  (collectively, the “Assumed
Liabilities”):


(a)                                  those Liabilities arising after the Closing
under the Assigned Contracts;


(b)                                 all Liabilities related to Transaction Taxes
(as defined in Section 6.10);


(c)                                  those Liabilities relating to the Transferred
Employees (as defined in Section 



 4
 









6.7(b)) set
forth in Section 6.7(c) of this Agreement; and


(d)                                 all Liabilities with respect to the use,
operation or ownership of the Acquired Assets by Buyer following the Closing.


Buyer
shall discharge the Assumed Liabilities on a timely basis in accordance with
their terms and Buyer agrees that Seller shall have no liability for any
failure of Buyer to discharge the Assumed Liabilities in accordance with their
terms.  Buyer shall indemnify and hold
harmless Seller, its directors, officers, agents, employees and Affiliates from
and against any and all losses, Liabilities, damages, costs and expenses
(including costs of investigation and defense and reasonable fees and expenses
of attorneys, experts and other professionals) directly or indirectly, whether
or not due to a third party claim, arising out of, resulting from or in
connection with the Assumed Liabilities.


2.7                                 Excluded Liabilities. 
Other than as set forth above in Section 2.6, or elsewhere
expressly in this Agreement or in the Collateral Agreements, Buyer is not
assuming, and nothing contained in this Agreement shall be construed as an
assumption by Buyer, of any Liabilities of Seller (the “Excluded Liabilities”)
and such Excluded Liabilities shall remain the liabilities and obligations of
Seller following the Closing. For the avoidance of doubt, Buyer is not assuming
any liability with respect to the Prior Payment Claims as defined in Schedule
2.7 attached hereto.  By way of example,
Buyer is not assuming any liability of Seller with regard to any Tax Liability
other than those Tax Liabilities expressly provided herein.


2.8                                 Assignment
of Contracts or Rights. 
Notwithstanding anything contained in this Agreement or any Collateral
Agreement to the contrary, neither this Agreement nor any Collateral Agreement
shall constitute an agreement to assign any Acquired Asset or any claim or
right or any benefit arising thereunder or resulting therefrom if an attempted
assignment thereof, without the consent of any party thereto or any third party
(including any Governmental Entity), would constitute a breach or other
contravention thereof or of any applicable Law.


2.9                                 Withholding.  Buyer shall be entitled to deduct and
withhold from the Purchase Price otherwise payable pursuant to this Agreement
such amounts as it is required to deduct and withhold with respect to the
making of such payment under the Code, or any provision of state, local or
foreign Tax Law.  Any amount so withheld
shall be remitted to the appropriate Governmental Entity.  To the extent that amounts are so withheld by
Buyer, such withheld amounts shall be treated for all purposes of this
Agreement as having been paid to the Seller.


ARTICLE III



CLOSING AND CONSIDERATION


3.1                                 Closing.  The closing of the
transactions contemplated by this Agreement and the Collateral Agreements (the “Closing”)
will take place at the principal offices of Seller, or at such other place as
Buyer and Seller mutually agree, commencing at 12:01 a.m., Pacific Standard
Time on the first Business Day following the Effective Time.


3.2                                 Consideration.  At
the Closing, as consideration for the sale, transfer and assignment of the
Acquired Assets to Buyer, Buyer shall pay to Seller the Purchase Price, in cash
by wire transfer to Seller in accordance with the wire transfer instructions as
delivered to Buyer by Seller not less than two (2) Business Days prior to the
Closing.


3.3                                 Allocation of Purchase Price.  The
Purchase Price shall be allocated to the Acquired Assets in the manner to be
set forth on Exhibit D attached hereto which shall be mutually
agreed by Seller 



 5
 









and Buyer consistent with
the provisions of Section 1060 of the Code and the Treasury Regulations
thereunder as soon hereafter as is reasonably practicable (the “Purchase
Price Allocation”).  When agreed by
the parties, the Purchase Price Allocation will be attached hereto as Exhibit D
and form a part hereof.  The parties
shall file Forms 8594 consistent with the Purchase Price Allocation and
each party agrees to provide the other with a copy of its Form 8594
promptly after the filing thereof. 
Neither Buyer nor Seller shall take a position that is inconsistent with
the Purchase Price Allocation in any filings, declarations, reports or refund
claims with any Governmental Entity, in any litigation or in any matter relating
to taxes.


ARTICLE IV



REPRESENTATIONS AND WARRANTIES OF SELLER


Seller
hereby represents and warrants to Buyer, as follows:


4.1                                 Organization of Seller. 
Seller is a corporation duly organized, validly existing and in good
standing under the Laws of the state of Delaware.  Seller has the corporate power to own its
properties and to carry on its business as currently conducted.


4.2                                 Authority.  Seller has all requisite
corporate power and authority to enter into this Agreement and the Collateral
Agreements and to consummate the transactions contemplated hereby and
thereby.  The execution and delivery of
this Agreement and the Collateral Agreements and the consummation of the
transactions contemplated thereby have been duly authorized by all necessary
corporate action on the part of Seller, and no further action is required on
the part of Seller to authorize this Agreement, the Collateral Agreements and
the transactions contemplated hereunder and thereunder.  This Agreement has been duly executed and
delivered by Seller and, assuming the due authorization, execution and delivery
by Buyer , constitutes the valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except to the extent that such
enforcement is limited by (x) bankruptcy, insolvency, reorganization,
moratorium or other similar Laws now or hereafter in effect relating to
creditors’ rights generally and (y) general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or at Law).


4.3                                 No Conflict.  The execution and delivery by
Seller of this Agreement, the Collateral Agreements and the consummation of the
transactions contemplated hereby and thereby, will not conflict with or result
in any violation of or default under (with or without notice or lapse of time,
or both) (a) any provision of the certificate of incorporation, as amended or
bylaws, as amended, of Seller, or (b) any judgment, order, decree, statute,
Law, ordinance, rule or regulation applicable to Seller or any of its
properties (whether tangible or intangible) or assets except, in each case,
where such conflict, violation or default would not be material to Seller’s
ability to consummate the Asset Purchase or to perform its obligations under
this Agreement and the Collateral Agreements or would not affect the legality,
validity or enforceability of this Agreement or the Collateral Agreements.


4.4                                 Consents.  No consent, waiver, approval,
order or authorization of, or registration, declaration or filing with any Governmental
Entity is required by or with respect to Seller in connection with the
execution and delivery of this Agreement, the Collateral Agreements or the
consummation of the transactions contemplated hereby and thereby except for
such consents, waivers, approvals, orders, authorizations, registrations,
declarations and filings which, if not obtained or made, would not be material
to Seller’s ability to consummate the Asset Purchase or to perform its
obligations under this Agreement and the Collateral Agreements or would not
affect the legality, validity or enforceability of this Agreement or the
Collateral Agreements, and except for any Collateral Agreements related to the
Real Property.


4.5                                 NO WARRANTIES. 
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND 



 6
 









WARRANTIES MADE BY SELLER IN
THIS ARTICLE IV, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, CONCERNING THE ACQUIRED ASSETS AND ASSUMED LIABILITIES, IT BEING
SPECIFICALLY UNDERSTOOD AND AGREED BY BUYER THAT, EXCEPT FOR THE EXPRESS
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV, THE
ACQUIRED ASSETS AND ASSUMED LIABILITIES ARE BEING SOLD AND TRANSFERRED “AS IS”
IN ALL RESPECTS.  SELLER SPECIFICALLY
DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR SUITABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE OF BUYER WITH RESPECT TO THE ACQUIRED ASSETS, WHETHER OR NOT
SELLER HAS BEEN MADE AWARE OF SUCH PURPOSE.


4.6                                 Encumbrances.  Between the Effective Time and the Closing
(the “Relevant Period”), none of the Acquired Assets have become subject
to any material mortgage, lien, pledge,
charge, security interest or other similar encumbrance solely as a result of
any actions taken by Seller or Parent during the Relevant Period or solely by
reason of Seller becoming a subsidiary of Parent.


ARTICLE V



REPRESENTATIONS AND WARRANTIES OF BUYER


Buyer
hereby represents and warrants to Seller as follows:


5.1                                 Organization, Good Standing and Qualification. 
Buyer is a limited liability company duly organized, validly existing,
and in good standing under the laws of Delaware.  Buyer has the limited liability company power
to own its properties and to carry on its business as currently conducted.


5.2                                 Authority.  Buyer has all requisite
corporate power and authority to enter into this Agreement and the Collateral
Agreements and to consummate the transactions contemplated hereby and
thereby.  The execution and delivery of
this Agreement and the Collateral Agreements and the consummation of the
transactions contemplated thereby have been duly authorized by all necessary corporate
action on the part of Buyer, and no further action is required on the part of
Buyer to authorize this Agreement, the Collateral Agreements and the
transactions contemplated hereunder and thereunder.  This Agreement has been duly executed and
delivered by Buyer and, assuming the due authorization, execution and delivery
by Seller, constitutes the valid and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms, except to the extent that such
enforcement is limited by (x) bankruptcy, insolvency, reorganization,
moratorium or other similar Laws now or hereafter in effect relating to
creditors’ rights generally and (y) general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or at Law).


5.3                                 No Conflict.  Neither the execution and
delivery of this Agreement, the Collateral Agreements, nor the consummation of
the transactions contemplated hereby and thereby, will conflict with, or result
in any violation of, or default under (with or without notice or lapse of time,
or both) (i) any provision of the certificate of incorporation, as amended, and
the bylaws, as amended, of Buyer, (ii) any Contract to which Buyer or any of
its material properties or assets are subject, or (iii) any judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to Buyer or its
properties or assets, except in each case where such conflict, violation or
default would not be material to Buyer’s ability to consummate the Asset
Purchase or to perform its obligations under this Agreement and the Collateral
Agreements or would not affect the legality, validity or enforceability of this
Agreement or the Collateral Agreements.


5.4                                 Consents.  No consent, waiver, approval,
order or authorization of, or registration, declaration or filing with, any
Governmental Entity is required by or with respect to Buyer in connection with
the execution and delivery of this Agreement and the Collateral Agreements or
the consummation of 



 7
 









the transactions contemplated
hereby and thereby, except for such consents, waivers, approvals, orders,
authorizations, registrations, declarations and filings which, if not obtained
or made, would not be material to Buyer’s ability to consummate the Asset
Purchase or to perform its obligations under this Agreement and the Collateral
Agreements or would not affect the legality, validity or enforceability of this
Agreement or the Collateral Agreements.


5.5                                 Financing.  Buyer will have available to it upon the
Closing, sufficient funds to consummate the transactions contemplated by this
Agreement and the Collateral Agreements, including payment in full of the
amounts payable to Seller under Article III.


5.6                                 Real
Property.  There are no
representations or warranties of any kind whatsoever, express or implied, made
by Seller in connection with the Real Property, the physical condition of the
Real Property (including, without limitation, whether or not the Real Property
contains any hazardous or toxic substances), whether the Real Property complies
with applicable Laws, or whether the Real Property is appropriate for Buyer’s
intended use.  Buyer is not relying on
any statement or representation of Seller, its agents or its
representatives.  Buyer, in entering into
this Agreement and in completing its purchase of the Real Property is relying
entirely on its own knowledge and investigation of the Real Property.  Buyer shall purchase the Real Property in
its  “AS IS” condition WITH ALL FAULTS as
of the date of the Closing and waives and releases all known and unknown
damages, losses, costs, claims, demands, causes of actions, liabilities and
expenses, including, without limitation, interest, penalties, attorneys’ fees’
and expenses of investigation, lost profits, diminution in value, response action,
removal action or remedial action (collectively “Claims”) against Seller
as a result of the condition or status of the Real Property.  Upon Closing, Buyer shall assume the risk
that adverse matters, including but not limited to, defects and adverse physical
and environmental conditions, and Buyer, upon Closing shall be deemed to have
waived, relinquished and released Seller, its Affiliates, and each of their
respective officer, directors, employees, stockholders, partners and agents
(collectively, the “Released Parties”) from and against any and all
Claims that Buyer might have asserted or alleged against the Released Parties
at any time by reason of or arising out of any latent or patent defects or
physical conditions, violations of any applicable Laws regarding the Real
Property.  Buyer hereby waives the
provisions of any applicable Law which provides that a general release does not
extend to claims which the releasing party does not know or suspect to exist in
its favor at the time of executing the release, which if known by such party
would have materially affected its decision to release such claims.


ARTICLE VI



COVENANTS AND AGREEMENTS


6.1                                 Expenses.  Except as provided in Section
6.10(c), whether or not the transactions contemplated by this Agreement are
consummated, all fees and expenses incurred in connection herewith including
all legal, accounting, financial advisory, consulting and all other fees and
expenses of third parties incurred by a party in connection with the
negotiation and effectuation of the terms and conditions of this Agreement and
the transactions contemplated hereby, shall be the obligation of the respective
party incurring such fees and expenses.


6.2                                 Public Disclosure.  No
party shall issue any statement or communication to any third party (other than
their respective agents) regarding the subject matter of this Agreement or the
transactions contemplated hereby, including, if applicable, the termination of
this Agreement and the reasons therefor, without the consent of the other
party, which consent shall not be unreasonably withheld, except that this
restriction shall be subject to Seller’s obligation to comply with applicable
securities Laws and the rules of the NASDAQ National Market.


6.3                                 Reasonable Efforts. 
Subject to the terms and conditions provided in this Agreement, 



 8
 









each of the parties hereto
shall use commercially reasonable efforts to take promptly, or cause to be
taken, all actions, and to do promptly, or cause to be done, all things
necessary, proper or advisable under applicable Laws to consummate and make
effective the transactions contemplated hereby, to obtain all necessary
waivers, consents and approvals and to effect all necessary registrations and
filings and to remove any injunctions or other impediments or delays, legal or
otherwise, in order to consummate and make effective the transactions
contemplated by this Agreement for the purpose of securing to the parties
hereto the benefits contemplated by this Agreement.


6.4                                 Patent Claims.  If
(i) Buyer brings a claim arising out of or related to the Assigned Patents
against Seller or its Affiliates, customers or other third party that exploits
or otherwise disposes of a Seller product or service, and (ii) Seller has a
legal obligation or right to defend such claim, then Seller may provide a
defense including but not limited to the initiation of proceedings against
Buyer or its Affiliates related to such Assigned Patents and/or otherwise
challenging the enforceability or validity of the Assigned Patents on behalf of
the Seller, it Affiliates, customers or other third parties.  Buyer hereby expressly waives any right to,
and agrees not to assert, a defense of assignor estoppel against Seller in any
proceeding against Buyer or its Affiliates related to the Assigned Patents by
Seller or otherwise in a proceeding in which Seller challenges the
enforceability or validity of the Assigned Patents on behalf of the Seller, it
Affiliates, customers or other third parties.


6.5                                 Notification of Certain Matters.  Each
of Buyer and Seller shall give prompt notice to the other of: (i) the
occurrence or non-occurrence of any event, the occurrence or non-occurrence of
which is likely to cause any representation or warranty of Buyer or of Seller,
as the case may be, contained in this Agreement to be untrue or inaccurate in
any material respect at or prior to the Closing Date, and (ii) any failure of
Buyer or Seller, as the case may be, to comply with or satisfy in any material
respect any covenant, condition or agreement to be complied with or satisfied
by it hereunder; provided, however, that the
delivery of any notice pursuant to this Section 6.5 shall not (a) limit
or otherwise affect any remedies available to the party receiving such notice
or (b) constitute an acknowledgment or admission of a breach of this
Agreement.  No disclosure by Seller or
Buyer pursuant to this Section 6.5 shall prevent or cure any
misrepresentations, breach of warranty or breach of covenant.


6.6                                 Assignment of Assigned Contracts.


(a)                                  Third Party Consents. Seller shall use commercially reasonable
efforts to obtain those consents, waivers and approvals of third parties with
respect to the transactions contemplated by this Agreement that are identified
on Schedule 6.6 hereto.  Buyer
shall fully co-operate with and assist Seller in such efforts. The failure by
Seller to assign at Closing any Acquired Asset shall not relieve any of the
parties hereto from its respective obligations to consummate the transactions
contemplated by this Agreement upon the terms provided herein.


(b)                                 Non-Assigned Contracts. If any consent, waiver or approval
referenced in Section 6.6(a) above is not obtained, or if an attempted
assignment of an Assigned Contract would be ineffective or would adversely
affect the rights thereunder so that Buyer would not in fact receive all such
rights, (i) Seller shall use commercially reasonably efforts to (A) provide
Buyer with the economic benefits of such Assigned Contract, (B) cooperate in
any lawful arrangement for the purpose of providing such benefits to Buyer, and
(C) enforce at the request and expense of and for the benefit of Buyer any
rights of Seller arising from such Assigned Contract, including the right to
elect to terminate such Assigned Contract in accordance with the terms thereof
upon the written request of Buyer, and (ii) Buyer shall perform all obligations
of Seller under such Assigned Contract. 
Buyer agrees to pay, perform and discharge, and indemnify Seller against
and hold Seller harmless from, all Liabilities relating to such performance or
any failure by Buyer to so perform the obligations of Seller under such
Assigned Contract.



 9
 









6.7                                 Employee Matters.


(a)                                  Employment Offers.  It
is agreed and acknowledged that Buyer shall contact those employees of Seller
or its Affiliates who are listed on Schedule 6.7 hereto (the “Listed Employees”)
for the purpose of making written offers of employment with Buyer to such
Employees.  Buyer hereby agrees that such
employment offers will be expressed to be contingent upon the Closing.  Until and contingent upon the Closing, Buyer
shall have the right to continue such discussions with such Listed Employees.


(b)                                 Transferred Employees.  The
making by Buyer and acceptance by any such Listed Employee of such employment
offer in accordance with Section 6.7(a) shall not constitute a breach by
such Listed Employee or by Buyer of any right or obligation owed to Seller or
its Affiliates.  Buyer shall have the
right to employ the Listed Employees and Seller shall, and shall cause its
Affiliates to, permit the Listed Employees to terminate their employment with
Seller or any such Affiliate to begin employment with Buyer effective as of the
Closing.  Listed Employees to whom Buyer
offers employment in accordance with this Agreement and who accept such offer
of employment and become employees of Buyer shall be referred to herein as the “Transferred
Employees”. Each Transferred Employee shall have his or her
employment with Seller or any of its Affiliates, as applicable, terminated as
of no later than the Closing Date. The employment of any Listed Employee who
does not accept an employment offer of Buyer and does not become a Transferred
Employee of Buyer as of the Closing shall be terminated by Seller effective as
of the Closing.


(c)                                  Termination Liabilities. 
Buyer shall be responsible for and shall perform and discharge all
Liabilities that arise out of employment by Buyer of the Transferred Employees
following the Closing.  Buyer shall also
assume, be responsible for and pay all of the following Liabilities of Seller
or any of its Affiliates that arise out of the termination of any Transferred
Employee’s employment with Seller or such Affiliate:


(i)                                     any Liabilities for amounts owed to such
Transferred Employees related to employment with Seller or an Affiliate,
including, but not limited to accrued vacation, paid time off, sick leave or
similar benefits attributable to periods of employment or service of such
Transferred Employees with Seller or any of its Affiliates (“Accrued
Employee Obligations”);


(ii)                                  any Liabilities of Seller or any of its
Affiliates or administrators to Transferred Employees under any employee
benefit plans of Seller or its Affiliates, or under the ERISA, COBRA or the
WARN Act or any similar Laws, that arises out of the termination of such
Transferred Employee’s employment with Seller or any of its Affiliates,
including but not limited to health care continuation coverage for such
Transferred Employees with respect to plans established or maintained by Seller
or any such Affiliate;


(iii)                               any Liability for severance payments or other termination benefits to
any Transferred Employee which accrues or becomes payable during the period of
such Transferred Employee’s employment or service with Seller or any of its
Affiliates or that arises out of the termination of such Transferred Employee’s
employment with Seller or any of its Affiliates or any Liability of Seller or
any of its Affiliates under similar provisions which provide for payment of
consideration upon the completion of the transactions contemplated herein to
any Transferred Employee; or


(iv)                              any Liability arising out of any claims against Seller or any of its
Affiliates of discrimination or wrongful or constructive termination under
applicable Laws or otherwise in connection with or arising out of the termination
of any Transferred Employee by Seller in order to permit the Transferred
Employee to commence employment with Buyer.



 10
 









The
employment offer made by Buyer to each Listed Employee shall provide for the
agreement of such Listed Employee to the assumption and discharge by Buyer of
all Accrued Employee Obligations with respect to such Listed Employee, subject
to such Listed Employee becoming a Transferred Employee.  Buyer shall be responsible for, and shall
indemnify and hold harmless Seller from and against, any claim or lawsuit made
against Seller by any Transferred Employee which claim alleges wrongful or
constructive termination of employment by Seller and/or asserts an entitlement
to severance from Seller, and any claims of comparable nature against Seller,
in the event Buyer terminates the employment of such Transferred Employee after
such Transferred Employee’s voluntary termination of employment with Seller to
commence employment with Buyer.


6.8                                 Shrinkwrap Software. 
Seller shall transfer at Closing, to the extent it has the legal right
to do so and subject to the applicable license agreements with the licensors,
its royalty-free usage rights to the shrink-wrap personal computer software
(also known as conditions-of-use software) being used in its ordinary course of
business as of the Closing Date on the personal computers that are Acquired
Assets.  Seller further agrees to
transfer at Closing, to the extent it has the legal right to do so and subject
to the applicable license agreements with the licensors, its royalty-free usage
rights to all upgrades and updates to the shrink-wrap personal computer
software that is in Seller’s possession and being used on the personal
computers that are Acquired Assets as of the Closing Date.  Notwithstanding the foregoing, no software
rights are being transferred under this Agreement that relate to public domain
software or freeware.


6.9                                 Bulk Sales.  Buyer hereby waives compliance
by Seller with any applicable bulk sales or similar Laws.


6.10                           Certain Tax Matters.


(a)                                  Cooperation on Tax Matters. 
Buyer and Seller shall cooperate fully, as and to the extent reasonably
requested by the other party, in connection with the filing of Tax Returns
pursuant to this Section 6.10 and any audit, litigation or other
proceeding with respect to Taxes.  Such
cooperation shall include the retention and (upon the other party’s reasonable
request) the provision of records and information which are reasonably relevant
to any such audit, litigation or other proceeding and making employees
available on a mutually convenient basis to provide additional information and
explanation of any material provided hereunder. 
Seller shall retain all books and records with respect to Tax matters
pertinent to Seller relating to any taxable period until the expiration of the
statute of limitations and any extensions thereof for the respective taxable
periods, and to abide by all record retention agreements entered into with any
taxing authority.  Seller and Buyer shall
use their reasonable best efforts to obtain any certificate or other document
from any governmental authority or any other Person as may be necessary to
mitigate, reduce or eliminate any Tax that could be imposed, including with
respect to the transactions contemplated hereby.


(b)                                 Transfer Taxes; Closing and Recording
Expenses.  All transfer, documentary, sales, use,
value-added, gross receipts, stamp duty, excise, property, registration and
other similar Taxes and fees (including any penalties, interest and additions
to Tax) incurred, imposed or that may be payable to any Taxing authority by
reason of, in connection with or attributable to this Agreement or any of the
Collateral Agreements, the sale, transfer and delivery of the Acquired Assets
from Seller to Buyer pursuant to this Agreement and the Collateral Agreements
(including, without limitation, all recording, real property survey,
subdivision and title company expenses), and the assumption of the Assumed
Liabilities by Buyer (collectively, “Transaction Taxes”) shall be borne
solely by Buyer and paid by Buyer when due without regard to whether such
Transaction Taxes are imposed on Buyer or Seller.  To the extent that Seller is responsible for
the preparation and filing of any Transaction Tax return, Seller shall prepare
such Tax Return and other documentation with respect to all such Transaction
Taxes and provide Buyer with a copy of such Transaction Tax return at least ten
(10) Business Days prior to the due date 



 11
 









thereof.  Buyer shall remit to the Seller within five
(5) Business Days following the receipt of any Transaction Tax return the
amount of the Transactions Taxes shown to be due on such return, and, if
required by applicable Law, Buyer shall, and shall cause its Affiliates to,
join in the execution of any such Tax Return and other documentation.  The parties hereto shall cooperate with each
other and use their reasonable efforts to minimize any Transaction Taxes.


(c)                                  Pre-Closing Tax Period. 
Seller shall prepare and file, or cause to be prepared and filed, with
the appropriate Governmental Entities all Tax Returns and shall pay, or cause
to be paid, when due all Taxes relating to the Acquired Assets attributable to
any taxable period which ends on or prior to the Closing Date (the “Pre-Closing
Tax Period”).  Buyer shall prepare
and file, or cause to be prepared and filed, with the appropriate Governmental
Authorities all Tax Returns, and shall pay, or cause to be paid, when due all
Taxes relating to the Acquired Assets attributable to taxable periods which are
not part of the Pre-Closing Tax Period. 
If, in order to properly prepare its Tax Returns or other documents
required to be filed with Governmental Entities, it is necessary that a party
be furnished with additional information, documents or records relating to the
Acquired Assets, both Seller and Buyer agree to use reasonable efforts to
furnish or make available such non-privileged information at the recipient’s
request, cost and expense provided, however, that no party shall be entitled to
review or examine the Tax Returns of any other party.  For purposes of this Section 6.10(c),
in the case of any Taxable period that includes (but does not end on) the
Closing Date (a “Straddle Period”), the Taxes for the Pre-Closing Tax
Period shall be computed as if the Pre-Closing Tax Period ended as of the close
of business on the day preceding the Closing Date and the amount of Taxes for
taxable periods that are not part of the Pre-Closing Tax Period shall be the
excess, if any, of (x) the Taxes for the Straddle Period over (y) the Taxes for
the Pre-Closing Tax Period. Any refunds and credits attributable to the
Pre-Closing Tax Period shall be for the account of the Seller and any refunds
and credits attributable to the period that is not part of the Pre-Closing Tax
Period shall be for the account of the Buyer.


(d)                                 Proration of
Payments for Utilities, Property Taxes, Deposits and Other Prepayments.  All expenses of the Real Property shall be
prorated as of Closing as if the Buyer were vested with title to the Real
Property during the entire day upon which Closing occurs, and such prorations
shall be set forth on a closing statement and agreed prior to Closing.  Such prorated items include without
limitation those set forth below.


(i)                                     All
taxes and assessments relating to the Real Property shall be prorated as of the
Closing.  Any taxes paid at or prior to
Closing shall be prorated based upon the amounts actually paid.  If taxes and assessments due and payable during
the year of Closing have not been paid before Closing, Seller shall be charged
at Closing an amount equal to that portion of such taxes and assessments which
relates to the period before Closing, and the Buyer shall pay the taxes and
assessments prior to their becoming delinquent. 
Any such apportionment made with respect to a tax year for which the tax
rate or assessed valuation, or both, have not yet been fixed shall be based
upon the tax rate and/or assessed valuation fixed.  To the extent that the actual taxes and
assessments for the current year differ from the amount apportioned at Closing,
the parties shall make all necessary adjustments by appropriate payments
between themselves within thirty (30) days after such amounts are determined
following Closing.


(ii)                                  Utility
charges with respect to each parcel of Real Property shall be prorated at
Closing on the basis of the most recent meter reading occurring prior to
Closing (dated not more than two (2) days prior to Closing) or, if unmetered,
on the basis of a current bill for each such utility.


(iii)                               Any other expenses or
other items pertaining to the Real Property which are customarily prorated
between a buyer and a seller in the county in which such Real Property is
located.



 12
 









Except as otherwise
provided herein any revenue or expense amount that cannot be ascertained with
certainty as of Closing shall be prorated on the basis of the parties’
reasonable estimates of such amount, and shall be the subject of a final
proration sixty (60) days after Closing, or as soon thereafter as the precise
amounts can be ascertained.  Buyer shall
promptly notify Seller when it becomes aware that any such estimated amount has
been ascertained.


ARTICLE VII



CONDITIONS TO THE CLOSING


7.1                                 Conditions to Obligations of Each Party.  The
respective obligations of Buyer and Seller to effect the transactions
contemplated hereby shall be subject to the satisfaction, at or prior to the
Closing, of the following conditions:


(a)                                  No Order.  No court or other Governmental
Entity of competent jurisdiction shall have enacted, issued, promulgated,
enforced or entered any statute, rule, regulation, executive order, decree,
injunction or other order (whether temporary, preliminary or permanent) which
is in effect and which has the effect of making illegal or enjoining the
transactions contemplated by this Agreement or otherwise prohibiting
consummation of the transactions contemplated hereunder.


(b)                                 Closing of Merger Agreement.  The
transactions contemplated by the Merger Agreement shall have been consummated.


(c)                                  License Agreement.  The
License Agreement shall be in full force and effect; no breach of such
agreements shall have occurred and be continuing.


7.2                                 Additional Conditions to the Obligations of
Buyer.  The obligation of Buyer to effect the
transactions contemplated hereby shall be subject to the satisfaction at or
prior to the Closing of each of the following conditions, any of which may be
waived, in writing, exclusively by Buyer:


(a)                                  Accuracy of Representations and Warranties on
Closing Date.  The representations and warranties of Seller
set forth in Article IV hereof shall be true and correct on and as of
the Closing Date with the same force and effect as if they had been made at the
Closing, except to the extent that the failure of any such representations and
warranties to be so true and correct does not have, and would not reasonably be
expected to have, individually or in the aggregate, a material and adverse
effect on the Acquired Assets, the Assumed Liabilities or the ability of Seller
to consummate the Asset Purchase or to perform its obligations under this
Agreement and the Collateral Agreements. 
At the Closing, Buyer shall have received a certificate to such effect
signed on behalf of Seller by a duly authorized officer of Seller.


(b)                                 Collateral Agreements. 
Seller shall have executed, and delivered to Buyer, each of the
Collateral Agreements.


(c)                                  Secretary’s
Certificate.  Seller shall have
delivered to Buyer a valid and duly executed certificate of the secretary or
assistant secretary of Seller, dated the Closing Date, as to the continued
existence of Seller, and certifying the authorization of the execution,
delivery and performance of this Agreement and the Collateral Agreements.


(d)                                 FIRPTA Certificate.  Seller shall have delivered to Buyer a
certificate that Seller is not a “foreign person” as defined in Section
1445(f)(3) of the Code.


7.3                                 Conditions to Obligations of Seller.  The
obligations of Seller to consummate and effect 



 13
 









this Agreement and the
transactions contemplated hereby shall be subject to the satisfaction at or
prior to the Closing Date of each of the following conditions, any of which may
be waived, in writing, exclusively by Seller:


(a)                                  Accuracy of Representations and Warranties on
Closing Date.  The representations and warranties of Buyer
set forth in Article V hereof shall be true and correct on and as of the
Closing Date with the same force and effect as if they had been made at the
Closing, except to the extent that the failure of any such representations and
warranties to be so true and correct does not have, and would not reasonably be
expected to have, individually or in the aggregate, a material and adverse
effect on the ability of Buyer to consummate the Asset Purchase or to perform
its obligations under this Agreement and the Collateral Agreements.  At the Closing, Buyer shall have received a
certificate to such effect signed on behalf of Buyer by a duly authorized
officer of Buyer.


(b)                                 Collateral Agreements. 
Buyer shall have executed, and delivered to Seller, each of the
Collateral Agreements.


(c)                                  Payment of Purchase Price.  Buyer
shall have notified Seller of the amount required to be withheld pursuant to Section
2.9 of this Agreement.  Buyer shall
have paid the Purchase Price, net of any amounts required to be withheld
pursuant to Section 2.9 of this Agreement, to the Seller.


(d)                                 Secretary’s Certificate. 
Buyer shall have delivered to Seller a valid and duly executed
certificate of the secretary or assistant secretary of Buyer, dated the Closing
Date, as to the continued existence of Buyer, and certifying the authorization
of the execution, delivery and performance of this Agreement and the Collateral
Agreements.


ARTICLE VIII



NON-COMPETITION AND CONFIDENTIALITY


8.1                                 Non-Competition.  As
further consideration for the purchase and sale of the Acquired Assets and the
other transactions contemplated by this Agreement;


(a)                                  Beginning on the Closing Date and ending on
the third (3rd) anniversary of the Closing (the “Non-Competition Period”),
Buyer shall not, directly or indirectly, for itself or on behalf of or in
conjunction with any other Person, without the prior written consent of Parent:
(i) engage in, anywhere in the jurisdictions in which Seller and its Affiliates
has conducted business prior to the Merger (the “Restricted Area”),
whether as an agent, consultant, advisor, independent contractor, proprietor,
partner, shareholder, investor, lender or guarantor or in any other capacity
of, or have any ownership interest in (except for ownership, solely as a
passive investment, of one percent (1%) or less of any publicly held entity),
participate in the financing, operation, management or control of, or permit
Buyer’s name to be used in connection with, any Person or business that engages
or participates in, a Competing Business Purpose (as defined below); or (ii)
interfere with the business of Parent or approach, contact or solicit customers
of Parent, Seller or their Affiliates in connection with a Competing Business
Purpose.


For
purposes of this Agreement, “Competing Business Purpose” shall mean (1)
any business engaged in by Seller and its subsidiaries on or prior to the
Closing Date, including, without limitation, the development,
manufacturing and distribution of biological products, instruments, software
and systems designed for life sciences research including molecular biology technologies
used for gene transfer, gene and protein expression, gene cloning and
mutagenesis, protein and gene functional analysis, nucleic acid and protein
purification and analysis, microarray reagents and software, DNA amplification
and quantification as well as reagents, instruments, software and systems for
clinical diagnosis focused on allergy and autoimmune testing and urinalysis, or (2) any other business in which Seller or
any of its 



 14
 









subsidiaries
has made demonstrable preparation to engage in prior to the Closing Date,
provided however that the Competing Business Purpose shall not include the “Permitted
Business Purpose”.  For purposes of this
Agreement, the “Permitted Business Purpose” shall mean the Diagnostics Field, Therapeutics Field, and Clinical
Services Field (each as defined in the License Agreement).  Nothing
in the restrictions outlined in this Section 8.1(a) shall be construed
to prohibit Buyer from entering into any bona-fide non-commercial
Collaborations (as defined in the License Agreement) or from prosecuting or
commercializing any of the Assigned Patents. 
Any expansion of the Permitted Business Purpose requires the prior
written consent of Parent.


(b)                                 During the Non-Competition Period, Buyer
shall not, directly or indirectly, for itself or on behalf of or in conjunction
with any other Person, without the prior written consent of Parent, use any of
the Acquired Assets to: (i) engage in, anywhere in the Restricted Area, whether
as an agent, consultant, advisor, independent contractor, proprietor, partner,
director, shareholder, investor, lender or guarantor or in any other capacity
of, or have any ownership interest in (except for ownership, solely as a
passive investment, of one percent (1%) or less of any publicly held entity),
participate in or facilitate the financing, operation, management or control
of, or permit Buyer’s name to be used in connection with, any Person or
business that engages or participates in, a Competing Business Purpose; or (ii)
interfere with the business of Parent or approach, contact or solicit customers
of Parent, Seller or their Affiliates in connection with a Competing Business
Purpose.


(c)                                  Beginning on the Closing Date and for the
duration of the Non-Competition Period, Buyer shall not, directly or indirectly,
without the prior written consent of Parent, solicit, knowingly encourage or
take any other action which is intended to induce or encourage, or has the
effect of inducing or encouraging, any employee of Parent, Seller or any
subsidiary of Parent or Seller to terminate his or her employment with Parent,
Seller or such subsidiary of Parent or Seller, except for the Listed Employees.


8.2                                 General Solicitation.  The
parties agree that the restrictions in Section 8.1(c) shall not
apply to any general solicitation of Buyer not specifically directed at
employees, subcontractors, contractors, independent consultants and sales
representatives of Parent, Seller or any subsidiary of Parent or Seller made in
a newspaper or other periodical, a job fair, or any electronic or broadcast
medium.


8.3                                 Confidentiality.  Each
party to this Agreement agrees that it shall not, nor shall it permit any of
its Affiliates, agents or representatives to, use or disclose to any Person any
Confidential Information to which it is given access (each party as a recipient
of such information shall be a “Receiving Party”) pursuant to this
Agreement or the License Agreement (“Confidential Information”) by the
other party to this Agreement (each party as the provider of such information
shall be a “Providing Party”) for any purpose other than the purposes
expressly contemplated by this Agreement, except (i) as may be required for the
purposes contemplated by this Agreement, (ii) as the Providing Party otherwise
may agree in writing, or (iii) as may be required by applicable Law or stock
exchange requirement.  In the event that
a Receiving Party or any of its Affiliates, agents or representatives is
requested to disclose any of the Confidential Information pursuant to (iii),
the Receiving Party will promptly give written notice to the Providing Party so
that the Providing Party may seek a protective order or other appropriate
remedy and/or waive compliance with this Agreement.  The Providing Party shall have a reasonable
opportunity to contest such disclosure. 
If such protective order or other remedy is not obtained or the
Providing Party waives compliance with this Agreement and disclosure of any
Confidential Information is required, the Receiving Party will furnish only
that portion of the Confidential Information which is legally required and will
exercise all reasonable efforts to obtain a protective order or other reliable
assurance at the Providing Party’s expense that confidential treatment will be
accorded the Confidential Information furnished.


THE
RECEIVING PARTY SHALL USE THE SAME DEGREE OF CARE TO PREVENT 



 15
 









DISCLOSURE
OF THE CONFIDENTIAL INFORMATION TO THIRD PARTIES AS IT USES TO PROTECT OR
PREVENT UNAUTHORIZED USE, DISSEMINATION OR PUBLICATION OF ITS OWN MOST
SENSITIVE CONFIDENTIAL INFORMATION.


8.4                                 Reasonable Restraint.  The
parties agree that the covenants in this Article VIII impose a
reasonable restraint on Buyer in light of the activities and business of Buyer,
Seller and their Affiliates on the date of the execution of this Agreement and
the current plans of Buyer, Seller and their Affiliates.


8.5                                 Severability; Reformation.  The
covenants in this Article VIII are severable and separate, and the
unenforceability of any specific covenant shall not affect the provisions of
any other covenant.  Moreover, in the
event any court of competent jurisdiction shall determine that the scope, time
or territorial restrictions set forth are unreasonable, then it is the
intention of the parties that such restrictions be enforced to the fullest extent
which the court deems reasonable, and the Agreement shall thereby be reformed.


8.6                                 Independent Covenant.  All
of the covenants in this Article VIII shall be construed as an agreement
independent of any other provision in this Agreement, and the existence of any
claim or cause of action of Seller against Buyer or any of its Affiliates, or
Buyer against Seller or any of its Affiliates, respectively, whether predicated
on this Agreement or otherwise, shall not constitute a defense to the
enforcement by Buyer or Seller or their Affiliates, respectively of such
covenants.  The parties expressly
acknowledge that the terms and conditions of this Article VIII are
independent of the terms and conditions of any other agreements entered into in
connection with this Agreement.  It is
specifically agreed that the periods set forth in this Article VIII
during which the agreements and covenants of Buyer made in this Article VIII
shall be effective, shall be computed by excluding from such computation any
time during which Buyer is found by a court of competent jurisdiction to have
been in violation of any provision of this Article VIII.  The covenants contained in Article VIII
shall not be affected by any breach of any other provision hereof by any party
hereto and shall have no effect if the transactions contemplated by this
Agreement are not consummated.


8.7                                 Materiality.  Each of the parties hereto
hereby agree that the covenants of Buyer set forth in this Article VIII
are a material and substantial part of the transactions contemplated by this
Agreement supported by adequate consideration and a material inducement to
Seller to enter into and perform its obligations under this Agreement.


ARTICLE IX



TERMINATION, AMENDMENT AND WAIVER


9.1                                 Termination upon Termination of Merger.  In
the event that the Merger Agreement is terminated in accordance with its terms,
this Agreement shall terminate and be of no further force or effect.


9.2                                 Other Termination Events.  This
Agreement may be terminated and the Asset Purchase abandoned at any time prior
to the Closing Date:


(a)                                  by mutual consent of Seller and Buyer;


(b)                                 by Seller or Buyer if (i) a Governmental
Entity of competent jurisdiction shall have issued an order, decree or ruling
or taken any other action (including the failure to have taken an action), in
any case having the effect of permanently restraining, enjoining or otherwise
prohibiting the Asset Purchase or other transactions contemplated by this
Agreement, which order, decree, ruling or other action is final and nonappealable,
or (ii) there shall be any statute, rule, regulation or order enacted, 



 16
 









promulgated
or issued or deemed applicable to the transactions contemplated by this
Agreement and the Ancillary Agreements that would make consummation thereof
illegal; provided, however, that the right to terminate this
Agreement under this Section 9.2(b) shall not be available to any party
whose failure to comply with any provision of this Agreement has been the cause
of, or resulted in, such order, decree, ruling, action or Law;


(c)                                  by Buyer upon a breach of any representation
or warranty on the part of Seller set forth in this Agreement, or if any
representation or warranty of Seller shall have become untrue, in either case
such that the condition set forth in Section 7.2(a) would not be
satisfied as of the time of such breach or as of the time such representation
or warranty shall have become untrue hereunder and in any such case such breach
shall be incapable of being cured or shall not have been cured in all material
respects within ten (10) Business Days after written notice thereof shall have
been received by Seller; and


(d)                                 by Seller upon a breach of any representation
or warranty on the part of Buyer set forth in this Agreement, or if any
representation or warranty of Buyer shall have become untrue, in either case
such that the condition set forth in Section 7.3(a) would not be
satisfied as of the time of such breach or as of the time such representation
or warranty shall have become untrue hereunder and in any such case such breach
shall be incapable of being cured or shall not have been cured in all material
respects within ten (10) Business Days after written notice thereof shall have
been received by Buyer.


9.3                                 Event of Termination.  In
the event of termination of this Agreement as provided in this Article IX,
this Agreement shall forthwith become void and there shall be no liability or
obligation on the part of Buyer or Seller or their respective officers,
directors or stockholders except (a) as set in this Section 9.3 as well
as Article X to the extent applicable to such surviving sections, each
of which shall survive termination of this Agreement, and (b) that nothing
herein shall relieve any party from liability for any willful or intentional
breach of any representation or warranty of such party contained herein. No
termination of this Agreement shall affect the obligations of the parties
contained in the Confidentiality Agreement, all of which obligations shall
survive termination of this Agreement in accordance with their terms.


9.4                                 Amendment.  This Agreement may be amended
by the parties hereto at any time by execution of an instrument in writing
signed on behalf of the party against whom enforcement is sought; provided that
any amendment to this Agreement shall also require the written consent of
Parent.


9.5                                 Extension; Waiver.  At
any time prior to the Closing, Buyer, on the one hand, and Seller, on the other
hand, may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations of the other party hereto, (ii) waive any
inaccuracies in the representations and warranties made to such party contained
herein or in any document delivered pursuant hereto, and (iii) waive compliance
with any of the agreements or conditions for the benefit of such party
contained herein.  Any agreement on the
part of a party hereto to any such extension or waiver shall be valid only if
set forth in an instrument in writing signed on behalf of such party and
consented to in writing by Parent.


ARTICLE X



GENERAL


10.1                           Notices.  All notices and other
communications hereunder shall be in writing and shall be deemed given if
delivered personally or by commercial delivery service to the appropriate
address, or mailed by registered or certified mail (return receipt requested)
or sent via facsimile (with acknowledgment of complete transmission) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice); provided, however,
that notices sent by mail or commercial delivery service will not be deemed
given until the date and time of acknowledged receipt at 



 17
 









the appropriate address:


(a)                                  if to Buyer, to:


Catalyst
Assets LLC

3545 South Park Drive

Jackson, Wyoming 83001

Attention: General Counsel

Telephone No.: 

Facsimile No.:


with
a copy to:


Joseph A. Sorge, M.D.

PO Box 1576

Wilson, WY 83014

619-992-7400

Telephone: 

Facsimile:


(b)                                 if to Seller, to:


Stratagene
Corporation

11011 North Torrey Pines Road

La Jolla, CA 92037

Attention: Steve Martin

Telephone: (858) 373-6300

Facsimile:


with
a copy to:


Agilent
Technologies, Inc.

5301 Stevens Creek Blvd.

Santa Clara, CA 95051

Attention: General Counsel

Telephone: (408) 553-2424

Facsimile:  (408) 345-8242


10.2                           Counterparts.  This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other party, it being understood that all parties need not sign the same
counterpart for the Agreement to be effective among the other parties. This
Agreement may be executed and delivered by facsimile transmission, by
electronic mail in “portable document format” (“.pdf”) form, or by any other
electronic means intended to preserve the original graphic and pictorial
appearance of a document, or by combination of such means.


10.3                           Entire Agreement; Assignment.  This
Agreement, the Confidential Disclosure Agreement and the documents and
instruments and other agreements among the parties hereto referenced herein:
(i) constitute the entire agreement among the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings
both written and oral, among the parties with respect to the subject matter
hereof, (ii) are not intended to confer upon any other Person any rights or
remedies hereunder, except as provided in Section 10.10. The
express terms hereof control and supersede any 



 18
 









course of performance,
conduct or usage of the trade inconsistent with any of the terms hereof.  No party hereto may assign any of its rights
or obligations hereunder without the prior written consent of the other party
hereto.  This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.  Any
assignment in violation of this provision shall be void.


10.4                           Due Diligence. 
Buyer has engaged in the entire due diligence effort it deemed
appropriate prior to executing this Agreement. The sale of the Acquired Assets
and the assumption by Buyer of the Assumed Liabilities is based solely upon the
results of that due diligence and there has been no reliance upon the
representations or statements of Seller other than as set forth in Article
IV.


10.5                           Severability.  In
the event that any provision of this Agreement or the application thereof,
becomes or is declared by a court of competent jurisdiction to be illegal, void
or unenforceable, the remainder of this Agreement will continue in full force
and effect and the application of such provision to other Persons or
circumstances will be interpreted so as reasonably to effect the intent of the
parties hereto.  The parties further
agree to replace such void or unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.


10.6                           Other Remedies.  Any
and all remedies herein expressly conferred upon a party will be deemed cumulative
with and not exclusive of any other remedy conferred hereby, or by law or
equity upon such party, and the exercise by a party of any one remedy will not
preclude the exercise of any other remedy.


10.7                           Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, regardless of the Laws that might otherwise govern under
applicable principles of conflicts of laws thereof.  Each of the parties hereto irrevocably
consents to the non-exclusive jurisdiction and venue of any court within the
State of Delaware, in connection with any matter based upon or arising out of
this Agreement or the matters contemplated herein, and agrees that process may
be served upon them in any manner authorized by the Laws of the State of
Delaware for such Persons. Each of the parties hereto agrees that it will not
attempt to deny or defeat such jurisdiction by motion or other request for
leave from such court or bring any action relating to this Agreement or any of
the transactions contemplated by this Agreement in any court other than such
court.


10.8                           Rules of Construction.  The
parties hereto agree that they have been represented by legal counsel during
the negotiation and execution of this Agreement and, therefor, waive the
application of any Law, holding or rule of construction providing that
ambiguities in an agreement or other document will be construed against the
party drafting such agreement or document.


10.9                           Specific Performance.  The
parties hereto agree that irreparable damage would occur and that the parties
would not have an adequate remedy at law in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. 
It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof in any court of the United States
or any state having jurisdiction, without the requirement of posting a bond or
other security, this being in addition to any other remedy to which they are
entitled at law or in equity.


10.10                     Third Party Beneficiary. 
Parent is an express third party beneficiary of this Agreement and may
enforce any rights or obligations hereunder on behalf of Seller.  No provisions of this Agreement are intended,
nor shall be interpreted, to provide or create any other third party
beneficiary rights or any other rights of any kind in any client, customer,
employee, affiliate, stockholder, or partner of any party hereto (other than
Parent) or any other Person unless specifically provided otherwise herein and,
except as so provided, all provisions hereof shall be personal solely between
the parties to this Agreement.



 19
 









10.11                     WAIVER OF JURY TRIAL.  EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THE ACTIONS OF ANY SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.


[Remainder of Page
Intentionally Left Blank]



 20














IN
WITNESS WHEREOF, Buyer and Seller have caused this Agreement to be signed by
their duly authorized respective officers, all as of the date first written
above.


	
  CATALYST ASSETS LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Joseph Sorge

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  Joseph Sorge

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Founding Member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STRATAGENE CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Joseph Sorge

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  Joseph Sorge

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  CEO

  	
   

  	
   

  
							



 


[Signature
Page to Asset Purchase Agreement]











Exhibit
A


Form of Assignment and Assumption Agreement
















Final Version


ASSIGNMENT AND ASSUMPTION AGREEMENT


This Assignment and
Assumption Agreement  (“Assignment
Agreement”) is entered into as of [    ], 2007, by and
between Stratagene Corporation, a Delaware corporation (the “Assignor”)
and Catalyst Assets LLC, a Delaware limited liability company (the “Assignee”).  Certain capitalized terms used herein without
definition shall have the meanings assigned to them in the Asset Purchase
Agreement (as defined below).


RECITALS


A.   Prior to the execution of this Assignment
Agreement, the Assignor has entered into an Asset Purchase Agreement, dated as
of April 5, 2007 (the “Asset Purchase Agreement”), with the Assignee for
the sale to the Assignee of certain specified assets (the “Acquired Assets”).


B.   Pursuant to the terms of the Asset
Purchase Agreement, the Assignor and the Assignee are entering into this
Assignment Agreement in order to accomplish the assignment by the Assignor to
the Assignee of all of the Assignor’s right, title and interest in and to
certain contracts and other agreements relating to the Acquired Assets, and the
Assignee wishes to accept such assignment and assume the Assignor’s obligations
under such contracts and other agreements, all subject to the terms and
conditions of this Assignment Agreement and the Asset Purchase Agreement.


AGREEMENT


NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions set forth below, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties to this Assignment Agreement agree as follows:


1.             Assignment and Assumption of
Assumed Contracts.


The
Assignor hereby transfers, assigns and conveys to the Assignee all of the
Assignor’s right, title and interest in and to each of the contracts and
agreements listed on Exhibit A hereto (the “Assumed Contracts”),
and the Assignee hereby accepts such transfer, assignment and conveyance and
agrees from and after the date hereof to assume, discharge and perform the
obligations and other liabilities of the Assignor arising under and pursuant to
the terms of such Assumed Contracts.


To
the extent that the assignment of any contract, license or commitment to be
assigned to Buyer hereby shall require the consent of the other party thereto,
this instrument shall not constitute an assignment of the same as provided in
Section 6.6 of the Asset Purchase Agreement; provided, however, that once such
consent is obtained, this instrument shall effect an assignment of such
contract, license or commitment.



 A-1
 









2.             Further Assurances.


It is the intent of the
parties that all of the Assignor’s right, title and interest in and to each of
the Assumed Contracts be transferred, assigned and conveyed to the Assignee as
set forth above.  Each party agrees to
execute, acknowledge and deliver any further deeds, assignments, conveyances
and other assurances, documents and instruments of transfer and take such other
actions consistent with the foregoing as may be reasonably necessary to carry
out the intent of this Assignment Agreement.


3.             Miscellaneous Provisions.


(a)           Notices. 
Any notice or other communication required or permitted to be delivered
as provided in the Asset Purchase Agreement.


(b)           Counterparts. 
This Assignment Agreement may be executed in several counterparts, each
of which shall constitute an original and all of which, when taken together,
shall constitute one agreement.


(c)           Governing Law. 
This Assignment Agreement shall be construed in accordance with, and
governed in all respects by, the internal laws of the State of Delaware
(without giving effect to principles of conflicts of laws).


(d)           Successors And Assigns; Parties
In Interest.


(i)            This Assignment Agreement shall be binding upon, and
shall inure to the benefit of, the Assignor, the Assignee, and their respective
successors in interest and permitted assigns.


(ii)           None of the provisions of the Assignment Agreement is
intended to provide any rights or remedies to any Person other than the parties
hereto.


(e)           Amendments. 
This Assignment Agreement may not be amended, modified, altered or
supplemented other than by means of a written instrument duly executed and
delivered on behalf of the Assignee and the Assignor.


[Remainder of Page Left
Intentionally Blank]



 A-2
 









In
Witness Whereof,
this Assignment Agreement has been duly executed on behalf of the parties
hereto as of the date first written above.


	
  

  	
  Stratagene Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CATALYST
  ASSETS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


Signature
Page to Assignment and Assumption Agreement



 A-3
 









Exhibit A


ASSUMED CONTRACTS



 A-4














Exhibit B


Form of Bill of Sale
















Final Version


BILL
OF SALE


Stratagene
Corporation, a corporation incorporated under the laws of Delaware (“Seller”),
for good and valuable consideration paid to it, receipt of which is hereby
acknowledged, pursuant to the Asset Purchase Agreement dated as of April 5,
2007 (the “Agreement”) between Seller and Catalyst Assets LLC, a
corporation incorporated under the laws of Delaware (“Buyer”) and not
withstanding that the following property may be conveyed by separate and
specific transfer documents, sells, conveys, assigns, transfers and delivers,
or will cause to be sold, conveyed, assigned, transferred and delivered, to
Buyer all of Seller’s right, title and interest in and to the Acquired Assets
TO HAVE AND TO HOLD such Acquired Assets for its or their use forever.  All capitalized terms not otherwise defined
herein shall have the definitions given to such terms in the Agreement.


Seller
covenants with Buyer that Seller will do, execute and deliver, or will cause to
be done, executed and delivered, all further acts, transfers, assignments and
conveyances and assurances, to better assure, convey and confirm the Acquired Assets
to Buyer, as Buyer shall reasonably require.


Notwithstanding any other
provision of this Bill of Sale, nothing contained in this Bill of Sale shall in
any way supersede, modify, replace, amend, change, rescind, waive or otherwise
affect any of the provisions, including the representations, warranties,
covenants and agreements of Buyer and Seller set forth in the Agreement.  This Bill of Sale is intended only to affect
the transfer of the Acquired Assets to be sold by Seller to Buyer under the
Agreement.


This
Bill of Sale shall be governed by, and interpreted and enforced in accordance
with, Delaware laws, without regard to choice of law rules.


IN WITNESS
WHEREOF, Seller has caused this Bill of Sale to be signed and delivered to the
Buyer as of the Closing to be effective as of the close of business on [      ],
2007.


	
  

  	
  Stratagene Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 



 B-1














EXHIBIT C


FORM OF ASSIGNMENT AND LICENSE AGREEMENT














Final Version
ASSIGNMENT AND LICENSE AGREEMENT


THIS ASSIGNMENT
AND LICENSE AGREEMENT (this “Agreement”) is entered into as of [            ],
2007 (the “Effective Date”) by and between Stratagene Corporation (“Assignor”),
incorporated under the laws of the State of Delaware, with a place of business
at 11011 North Torrey Pines Road, La Jolla, California and Catalyst Assets LLC
(“Assignee”), incorporated under the laws of Delaware, with a principal
place of business at 3545
South Park Drive, Jackson, Wyoming. 
Assignor and Assignee are hereinafter referred to as the “Parties.”


WHEREAS, Assignor and Assignee entered to an Asset Purchase
Agreement dated as of April 5, 2007 (the “Asset Purchase Agreement”),
for the purchase, transfer and license of certain assets of Assignor.


WHEREAS, the Asset
Purchase Agreement contemplated Assignor’s assignment of certain patents to Assignee,
with a reservation to Assignor of a royalty-free, fully-paid, world-wide
license to certain of the assigned patents in exchange for a payment by Assignee.


NOW, THEREFORE,
for and in consideration of the mutual covenants contained in the Asset
Purchase Agreement and in this Agreement, the purchase price paid by Assignee,
and for other good and valuable consideration the receipt of which each party
hereby acknowledges, the Parties hereby agree as follows:


1.             ASSIGNMENT OF RIGHTS.  Assignor agrees to assign and hereby assigns
all of Assignor’s right, title and interest in the patents and the patent
applications listed in Exhibit A (the “Assigned Patents”),
including, without limitation, domestic and foreign rights thereto, the right
to file domestic and foreign patent applications thereon, and its rights in any
and all patents that issue therefrom or claim priority thereto (the “Assigned
Patent Rights”).


2.             RESERVATION OF LICENSE.  Assignee acknowledges that Assignor retains a
fully-paid, world-wide, royalty-free, non-exclusive, non-transferable license,
under the Assigned Patents (other than those which are expressly excluded from
this Section 2 pursuant to Exhibit A), to use, make, have made, import,
export, sell, offer to sell or otherwise transfer products or processes which
practice any claim under an Assigned Patents, for all purposes and in all
fields without the right to sublicense.


3.             AMENDMENT.  This Agreement shall not be amended or
otherwise modified except by a written agreement dated subsequent to the date
of this Agreement and signed on behalf of Assignee and Assignor by their
respective duly authorized representatives.


4.             GOVERNING LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.


5.             ASSIGNMENT.  Assignor may assign this Agreement and the retained patent
rights to an Affiliate without notice to Assignee, and may assign to a third
party upon written notice to Assignee, which third party acquires all or
substantially all of Assignor’s assets related to Assignor’s research reagents
business or is the survivor in a merger with Assignor.  Such



 C-1
 









assignment shall not be considered a “transfer” in
violation of the rights and restrictions in paragraph 2 of this Agreement.  This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.  For purposes of this
Agreement, the term “Affiliates” shall mean for a company, any corporation or other business entity in
which such company owns or controls, directly or indirectly, at least fifty
percent (50%) of the outstanding stock or other voting rights entitled to elect
directors; provided, however, that in any country where the local law does not
permit foreign equity participation of at least 50%, then an “Affiliate” shall
include any corporation or other business Entity in which the company owns or
controls, directly or indirectly, the maximum percentage of such outstanding
stock or voting rights permitted by local law.


[Remainder of Page Intentionally Left Blank]



 C-2
 









N WITNESS WHEREOF, the
parties have executed this Agreement as of the Effective Date.


 


	
  Catalyst Assets LLC

  	
   

  	
  Stratagene Corporation

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
									



 


 


SIGNATURE
PAGE TO ASSIGNMENT AND LICENSE AGREEMENT


 



 C-3














EXHIBIT D


PURCHASE
PRICE ALLOCATION