AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

among:

Volcano Corporation,
a Delaware corporation;

Lava Merger, Inc.
a Delaware Corporation;

Novelis Inc.
a Delaware corporation; and

Paul Magnin ,
as Stockholders’ Representative

Dated as of May 14, 2008

EXHIBITS

Exhibit A		—		Certain Definitions
Exhibit B		—		List of Key Employees
Exhibit C		—		Form of Non-Competition Agreement
Exhibit D		—		List of Key Stockholders
Exhibit E		—		Form of Voting Agreement
Exhibit F		—		Form of Escrow Agreement
Exhibit G		—		Form of General Release
Exhibit H		—		Form of Proprietary Rights Agreement
Exhibit I		—		Form of Legal Opinion
Exhibit J		—		Form of Payoff Letter
Exhibit K		—		Form of Confirmatory Assignments

TABLE OF CONTENTS

		PAGE
SECTION 1 DESCRIPTION OF MERGER			2
1.1. Merger of Merger Sub into the Company			2
1.2. Effect of the Merger			2
1.3. Closing; Effective Time			2
1.4. Certificate of Incorporation and Bylaws; Directors and Officers			2
SECTION 2 MERGER CONSIDERATION AND CONVERSION OF SHARES			3
2.1. Merger Consideration			3
2.2. Company Stock Options			3
2.3. Closing of the Company’s Transfer Books			4
2.4. Milestone Merger Consideration			4
2.5. Exchange of Certificates			4
2.6. Escrow and Release from Escrow of Merger Consideration; Stockholders’ Representative Funds			7
2.7. Dissenting Shares			7
2.8. Merger Consideration Spreadsheet			8
2.9. Calculation of Excess Indebtedness			9
2.10. Rights Not Transferable			10
2.11. Further Action			10
SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY			10
3.1. Due Organization; Subsidiaries; Etc.			11
3.2. Certificate of Incorporation and Bylaws; Records			11
3.3. Capitalization, Etc.			12
3.4. Financial Statements			13
3.5. Absence of Changes			13
3.6. Title to Assets			15
3.7. Bank Accounts; Receivables			15
3.8. Equipment; Leasehold			16
3.9. Intellectual Property			16
3.10. Contracts			21
3.11. Liabilities; Fees, Costs and Expenses			23
3.12. Compliance with Legal Requirements			23
3.13. Governmental Authorizations			24

TABLE OF CONTENTS

		PAGE
3.14. Tax Matters			24
3.15. Employee and Labor Matters; Benefit Company Plans			26
3.16. Environmental Matters			31
3.17. Insurance			31
3.18. Related Party Transactions			31
3.19. Legal Proceedings; Orders			32
3.20. Authority; Binding Nature of Agreement			32
3.21. Non-Contravention; Consents			33
3.22. Regulatory Compliance			34
3.23. Company Action			34
3.24. Anti-Takeover Provisions			34
3.25. Finder’s Fee			34
3.26. Certain Payments			34
3.27. Full Disclosure			35
SECTION 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			35
4.1. Due Organization			35
4.2. Non-Contravention; Consents			35
4.3. Authority; Binding Nature of Agreement			36
SECTION 5 CERTAIN COVENANTS OF THE COMPANY AND STOCKHOLDERS’ REPRESENTATIVE			36
5.1. Access and Investigation			36
5.2. Operation of the Company’s Business			37
5.3. Notification			39
5.4. No Negotiation			39
5.5. Stockholder Approval			40
5.6. Confirmatory Assignments			40
SECTION 6 ADDITIONAL COVENANTS OF THE PARTIES			41
6.1. Filings and Consents; Additional Agreements			41
6.2. Regulatory Approvals			41
6.3. Public Announcements			41
6.4. Closing Agreements			41

TABLE OF CONTENTS

		PAGE
6.5. FIRPTA Matters			42
6.6. Termination of Company Plans			42
6.7. Employee Matters			42
SECTION 7 CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB			42
7.1. Accuracy of Representations			42
7.2. Performance of Covenants			43
7.3. Stockholder Approval			43
7.4. Consents			43
7.5. Agreements and Documents			43
7.6. Intellectual Property Rights			44
7.7. No Material Adverse Effect			44
7.8. No Restraints			44
7.9. No Other Litigation			44
7.10. FIRPTA Compliance			45
7.11. Termination of All Company Options and Other Company Capital Stock Purchase Rights			45
7.12. Termination of Company Plans			45
7.13. Non-Competition Agreements and Offers of Employment			45
7.14. Company Indebtedness Schedule			45
SECTION 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY			45
8.1. Accuracy of Representations			45
8.2. Performance of Covenants			46
8.3. Documents			46
8.4. Stockholder Approval			46
8.5. No Restraints			46
8.6. No Other Litigation			46
SECTION 9 TERMINATION			46
9.1. Termination Events			46
9.2. Termination Procedures			47
9.3. Effect of Termination			47

TABLE OF CONTENTS

		PAGE
SECTION 10 INDEMNIFICATION, ETC.			48
10.1. Survival of Representations, Etc.			48
10.2. Indemnification by Company			49
10.3. Limitations			50
10.4. No Contribution			51
10.5. Defense of Third Party Claims			51
10.6. Indemnification Claims			52
10.7. Exercise of Remedies by Parent Indemnitees Other Than Parent			54
10.8. Tax Treatment of Indemnification Payments			54
10.9. No Implied Representations			54
SECTION 11 MISCELLANEOUS PROVISIONS			54
11.1. Stockholders’ Representative			54
11.2. Further Assurances			57
11.3. Fees and Expenses			57
11.4. Attorneys’ Fees			57
11.5. Notices			57
11.6. Time of the Essence			58
11.7. Headings			58
11.8. Counterparts			58
11.9. Governing Law; Jurisdiction and Venue			59
11.10. Successors and Assigns			59
11.11. Remedies Cumulative; Specific Performance			59
11.12. Waiver			60
11.13. Amendments			60
11.14. Severability			60
11.15. Parties in Interest			60
11.16. Entire Agreement			60
11.17. Construction			60

AGREEMENT AND PLAN OF MERGER

      This Agreement and Plan of Merger (this “ Agreement ”) is made and entered into as of May 14, 2008, by and among: Volcano Corporation, a Delaware corporation (“ Parent ”); Lava Merger, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”); Novelis Inc., a Delaware corporation (the “ Company ”); and Paul Magnin , as the Stockholders’ Representative (the “ Stockholders’ Representative ”). Certain other capitalized terms used in this Agreement are defined in Exhibit A .

Recitals

      Whereas , the Boards of Directors of each of Parent, Merger Sub, and the Company deem it advisable and in the best interest of each entity and its respective stockholders that Parent acquire the Company in order to advance the long-term business interests of Parent and the Company;

      Whereas , the acquisition by Parent of the Company shall be effected in accordance with the Delaware General Corporation Law (the “DGCL” ) and the terms of this Agreement through a transaction in which Merger Sub will merge with and into the Company (the “Merger” ), with the Company being the surviving corporation in the Merger and becoming a wholly owned subsidiary of Parent (the “ Surviving Corporation ”);

      Whereas , the Board of Directors of the Company (i) has unanimously determined that the Merger is advisable and consistent with and in furtherance of the long-term business strategy of the Company and fair to, and in the best interests of the Company and its stockholders, (ii) has unanimously determined that this Agreement is advisable and has approved this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) has unanimously determined to recommend that the stockholders of the Company approve this Agreement;

      Whereas , the Board of Directors of Parent (i) has determined that the Merger is advisable and consistent with and in furtherance of the long-term business strategy of Parent and is fair to, and in the best interests of, Parent and its stockholders and (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement;

      Whereas , as an inducement to Parent to enter into this Agreement, concurrently with the execution and delivery of this Agreement by the parties hereto, each employee of the Company set forth on Exhibit B (each, a “Key Employee” ) is executing and delivering to Parent a Non-Competition Agreement in the form attached hereto as Exhibit C and an Offer Letter in a form reasonably satisfactory to Parent, all of which will become effective immediately following the Closing; and

      Whereas, as an inducement to Parent to enter into this Agreement, concurrently herewith each of the stockholders of the Company set forth on Exhibit D (each a “Key Stockholder” ), has entered into an agreement with Parent, in the form attached hereto as Exhibit

E (a “Voting Agreement” ), pursuant to which each such person has agreed, among other things, to vote the shares of Company Common Stock owned by such person to approve this Agreement, the Merger and the other transactions contemplated hereby.

     N ow, Therefore , in consideration of the premises, and the covenants, promises, representations and warranties set forth herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties), intending to be legally bound hereby, the parties agree as follows:

SECTION 1
DESCRIPTION OF MERGER

      1.1. Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the Surviving Corporation.

      1.2. Effect of the Merger. The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL.

      1.3. Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Cooley Godward Kronish llp , 4401 Eastgate Mall, San Diego, California 92121 at 10:00 a.m. Pacific Time on a date to be mutually agreed upon by Parent and the Company which shall not be more than three (3) business days after the date on which the last of the conditions set forth in Sections 7 and 8 (other than conditions which by their terms must be satisfied as of the Closing Date) has been satisfied or waived, or such other time and/or place as may be mutually agreed upon by Parent and the Company. The date on which the Closing actually takes place is referred to in this Agreement as the “ Closing Date. ” Contemporaneously with or as promptly as practicable after the Closing, a properly executed certificate of merger conforming to the requirements of the DGCL (the “ Certificate of Merger ”) shall be filed with the Secretary of State of the State of Delaware. The Merger shall become effective upon the acceptance and filing of the Certificate of Merger with the Secretary of State of the State of Delaware or such other date and time as may be mutually agreed by Parent and the Company and included in the Certificate of Merger (the “ Effective Time ”).

      1.4. Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:

           (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time;

           (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and

           (c) the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation immediately after the Effective Time.

SECTION 2
MERGER CONSIDERATION AND CONVERSION OF SHARES

      2.1. Merger Consideration. Subject to Sections 2.5 and 2.7 , at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any Company Stockholder:

           (a) each share of the common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation;

           (b) any shares of Company Common Stock then held by the Company (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;

           (c) except as provided in clause “(b)” above, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (except for Dissenting Shares) shall cease to be an existing and issued share and shall be converted, by virtue of the Merger and without any action on the part of the holders thereof, into the right to receive, subject to the set-off rights set forth in Section 10 , (i) the Closing Per Share Payment; (ii) the Pro Rata Share of any funds released from the Escrow Fund, if any, to the Company Stockholders; (iii) the Pro Rata Share of any funds released from the Stockholders’ Representative Funds, if any, to the Company Stockholders; and (iv) in the event the Milestone is achieved, the Milestone Per Share Payment.

      2.2. Company Stock Options. Prior to the Effective Time, the vesting of any unvested portion of any outstanding Company Option shall accelerate and such Company Option will thereafter become fully vested and immediately exercisable for the aggregate number of shares subject to such Company Option. Any Company Option that has not been exercised prior to the Effective Time shall terminate at the Effective Time. No option, warrant or similar right to purchase any capital stock of the Company shall be assumed and/or substituted by Parent, Merger Sub or the Surviving Corporation. Prior to the Effective Time, and subject to the review and approval of Parent, the Company shall take all actions necessary to effect the transactions contemplated by this Section 2.2 under applicable law, the Company Option Plans, all Company Option agreements and any other plan or arrangement of the Company (whether written or oral, formal or informal), including delivering all notices required thereby.

      2.3. Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time (each a “ Company Stock Certificate ”) shall cease to have any rights as stockholders of the Company, and (b) the stock transfer books of the Company shall be closed

with respect to all shares of such Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Company Stock Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 2.5 . No interest shall accrue or be paid on any Merger Consideration payable upon the surrender of a Company Stock Certificate.

      2.4. Milestone Merger Consideration. Within thirty (30) days of the date, if any, when the Milestone is achieved, Parent shall deposit, or cause to be deposited, with the Exchange Agent, the Milestone Merger Consideration. Parent shall cause the Surviving Corporation to use commercially reasonable efforts to cause the Milestone to be achieved. For purposes of this Section 2.4 only, “commercially reasonable efforts” means the use of objective, reasonable, good faith efforts, as well as expertise and resources, as another company in the medical device industry having a technology of similar market potential to the Technology at a similar stage in its development or product life, would normally use to accomplish a similar objective under similar circumstances, taking into account all reasonable relevant factors affecting the cost, risk and timing of development and the total potential of the Technology, all as measured by the facts and circumstances relating to the Technology at the time such efforts are due. The parties acknowledge and agree that, upon the reasonable, good faith determination by the Chief Executive Officer of Parent that a Technical Failure or Commercial Failure has occurred with respect to all or a substantial part of the Technology, Parent or the Surviving Corporation, as applicable, may, at its sole discretion, terminate all or any part of its program relating to the Technology, including development and seeking FDA approval for the Technology, and Parent’s and the Surviving Corporation’s obligations under this Section 2.4 to use commercially reasonable efforts to cause the Milestone to be achieved shall terminate. The parties also acknowledge and agree that if, after Parent’s or the Surviving Corporation’s determination that a Technical Failure or Commercial Failure has occurred with respect to all or a part of its program relating to the Technology, the Milestone is nonetheless achieved, the Company Stockholders shall be entitled to the Milestone Merger Consideration on the terms and conditions set forth in this Agreement. Parent shall provide, or shall cause the Surviving Corporation to provide, as applicable, the Stockholders’ Representative with written notice, including reasonable details supporting such determination, within 15 days of any determination by Parent or the Surviving Corporation that any Technical Failure or Commercial Failure has occurred with respect to all or any part of the Technology.

      2.5. Exchange of Certificates.

           (a) On or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the Closing Consideration. The cash deposited with the Exchange Agent is referred to as the “Payment Fund.”

           (b) Promptly after the Effective Time, the Exchange Agent shall mail a letter of transmittal in customary form (a “Letter of Transmittal” ), to each Company Stockholder (other than the Company Stockholders who have already tendered their Company Stock Certificates (or, in each case, an affidavit of loss as described below) and a Letter of Transmittal and a Form W-9 or Form W-8, as the case may be, to the Exchange Agent at or prior to the

Closing pursuant to Section 2.5(c) below), together with instructions for use in effecting the exchange of Company Stock Certificates for the applicable consideration payable pursuant to Section 2.1 with respect to Company Common Stock. Upon the Company Stockholder’s delivery to the Exchange Agent, of a Company Stock Certificate (or an affidavit of loss as described below), together with a duly executed Letter of Transmittal and a Form W-9 or Form W-8, as the case may be, Parent shall cause the Exchange Agent to (i) promptly pay to such Company Stockholder the amount such Company Stockholder is entitled to receive pursuant to Section 2.1(c)(i) , (ii) upon receipt of any Escrow Funds, promptly pay to such Company Stockholder the amount of Escrow Funds such holder is entitled to receive pursuant to Section 2.1(c)(ii) ; and (iii) upon receipt of any Milestone Merger Consideration, promptly pay to such Company Stockholder the amount of Milestone Merger Consideration such holder is entitled to receive pursuant to Section 2.1(c)(iii) . The Company Stock Certificate so surrendered shall forthwith be canceled. From and after the Effective Time, each Company Stock Certificate shall be deemed to represent only the right to receive the Merger Consideration payable pursuant to Section 2.1(c) , and the holder of each such Company Stock Certificate shall cease to have any rights with respect to the Company Common Stock formerly represented thereby.

           (c) The Company may, at its discretion, permit some or all of the Company Stockholders to submit their respective Company Stock Certificates (or an affidavit of loss as described below), together with a duly executed Letter of Transmittal and a Form W-9 or Form W-8, as the case may be, to the Exchange Agent at or prior to the Closing. The Company and Parent shall agree on the form of Letter of Transmittal as soon as practicable prior to the Closing. With respect to each such Company Stockholder that submits its respective Company Stock Certificates (or an affidavit of loss as described below), together with a duly executed Letter of Transmittal and a Form W-9 or Form W-8, as the case may be, (including wiring instructions), to the Exchange Agent prior to the date that is three (3) business days prior to the Closing (to be held in escrow until the Effective Time), Parent shall use commercially reasonable efforts to cause the Exchange Agent to make the payments to which such Company Stockholder is entitled to at the Effective Time pursuant to Section 2.1 by wire transfer on (or on the business day immediately following) the date of the Effective Time.

           (d) Parent, the Surviving Corporation and, if applicable, the Exchange Agent shall be entitled to deduct and withhold from any Merger Consideration payable or otherwise deliverable to any Company Stockholder pursuant to Section 2.1 or any other section of this Agreement such amounts as Parent or the Surviving Corporation are required to deduct or withhold therefrom under the Code or under any Tax law. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

           (e) If applicable, any portion of the Payment Fund that remains undistributed by the Exchange Agent to Company Stockholders as of the date that is 180 days after the Closing Date, any portion of the Milestone Merger Consideration that remains undistributed as of the date that is 180 days after the deposit of the Milestone Merger Consideration, or any portion of the Escrow Fund that remains undistributed as of the date that is 180 days after the expiration of the Escrow Claim Period (or such later date provided for in accordance with Section 3.2 of the Escrow Agreement due to any unresolved claims that are outstanding as of the expiration of the Escrow Claim Period), as the case may be, shall be delivered to Parent upon demand, and any

holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 2.5 shall thereafter look only to Parent for satisfaction of their claims for the Merger Consideration payable pursuant to Section 2.1(c) .

           (f) If payment of Merger Consideration in respect of shares of Company Common Stock converted pursuant to Section 2.1(c) is to be made to a Person other than the Person in whose name a surrendered Company Stock Certificate is registered, it shall be a condition to such payment that the Company Stock Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of such payment in a name other than that of the registered holder of the Company Stock Certificate surrendered or shall have established to the reasonable satisfaction of Parent that such Tax either has been paid or is not payable.

           (g) In the event any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of any consideration payable pursuant to Section 2.1(c) , with respect to the Company Common Stock previously represented by such Company Stock Certificate, require the Person claiming such Company Stock Certificate to be lost, stolen or destroyed to provide an appropriate affidavit and to, if reasonably requested by Parent, deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against it, the Surviving Corporation or the Exchange Agent with respect to such Company Stock Certificate.

           (h) Notwithstanding anything in this Agreement to the contrary, none of the Exchange Agent, Parent or the Surviving Corporation shall be liable to any holder of a Company Stock Certificate or to any other Person for any amount paid to a public official pursuant to applicable abandoned property laws, escheat law or similar Legal Requirement. Any portion of the Payment Fund remaining unclaimed by holders of Company Stock Certificates three years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Body), any portion of any Milestone Merger Consideration remaining unclaimed by holders of Company Common Stock Certificates three years after the date the Milestone Merger Consideration is deposited with the Exchange Agent (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Body), and any portion of the Escrow Fund that remains undistributed three years after the deposit by the Escrow Agent of such amount with the Exchange Agent (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Body) shall, to the extent permitted by applicable Legal Requirements, become the property of Parent.

      2.6. Escrow and Release from Escrow of Merger Consideration; Stockholders’ Representative Funds.

           (a) Upon the Closing, Parent shall deposit $1,800,000 (the “Escrow Amount” ) of the Merger Consideration in an escrow account (the “ Escrow Fund ”) to be administered by LaSalle Bank National Association (the “ Escrow Agent ”). The Escrow Fund shall be held pursuant to the provisions of an escrow agreement substantially in the form of

Exhibit D (the “ Escrow Agreement ”). The Escrow Fund shall be held exclusively by the Escrow Agent.

           (b) The Escrow Fund shall be held in the name of the Escrow Agent as collateral to secure the rights of the Parent Indemnitees under Section 10 hereof for a period of time ending on the first anniversary of the Closing Date (the “ Escrow Claim Period ” ) ; provided, however, that in the event any Parent Indemnitee has timely made a claim in accordance with the terms of Section 10 that remains unresolved at the end of the Escrow Claim Period, then such claim shall survive the end of the Escrow Claim Period until such time as such claim is fully and finally resolved. If on or prior to the expiration of the Escrow Claim Period, any Parent Indemnitee has made an Indemnification Demand containing a claim which has not been resolved prior to the expiration of the Escrow Claim Period in accordance with Section 10 and the Escrow Agreement, the Escrow Agent shall retain in the Escrow Account after the expiration of the Escrow Claim Period, Escrow Funds having an aggregate value equal to the Asserted Amount or contested portion of the Asserted Amount, as the case may be, with respect to all claims which have not then been resolved.

           (c) In the event that this Agreement is approved by the Company Stockholders, then all such Company Stockholders shall, without any further act of any Company Stockholder, be deemed to have consented to and approved (i) the use of the Escrow Fund as collateral to secure the rights of the Parent Indemnitees as well as the potential set-off against the Milestone Merger Consideration by the Parent Indemnitees to secure such rights, in each case under Section 10 in the manner set forth herein and in the Escrow Agreement and (ii) the appointment of the Stockholders’ Representative as the representative under this Agreement and the Escrow Agreement of the Persons receiving Merger Consideration under this Agreement and as the attorney-in-fact and agent for and on behalf of each such Person (other than holders of Dissenting Shares).

           (d) Parent shall deliver, or shall cause to be delivered, to the Stockholders’ Representative Twenty-Five Thousand Dollars ($25,000) of the Merger Consideration (the “Stockholders’ Representative Funds” ) to be held by the Stockholders’ Representative to provide for the expenses of the Stockholders’ Representative hereunder and under the Escrow Agreement. The Stockholders’ Representative shall distribute all such funds, if any, that remain after the payment of the Stockholders’ Representative’s expenses to the Stockholders pro rata based on the Stockholders’ Pro Rata Shares.

      2.7. Dissenting Shares .

           (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, the holder of which did not consent to or vote in favor of the approval of this Agreement, the Merger and the other transactions contemplated hereby and who has complied with all of the provisions of the DGCL relevant to the exercise of appraisal rights, is referred to herein as a “ Dissenting Share ”.

           (b) Notwithstanding anything to the contrary contained in this Agreement, any shares of Company Common Stock that, as of the Effective Time, are or may become Dissenting Shares shall not be converted into or represent the right to receive Merger Consideration in

accordance with Section 2.1 , but rather shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL; provided, however, that if the status of any such shares as Dissenting Shares shall not be perfected, or if any such shares shall lose their status as Dissenting Shares, then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) Merger Consideration in accordance with Section 2.1(c) .

           (c) The Company shall give Parent (i) prompt notice of any demands for appraisal of any Dissenting Shares received by the Company prior to the Effective Time, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrument. The Company shall not make any payment or settlement offer prior to the Effective Time with respect to any such demand unless Parent shall have consented in writing to such payment or settlement offer.

      2.8. Merger Consideration Spreadsheet.

           (a) Parent and the Exchange Agent shall be entitled to rely conclusively on the information set forth in the Merger Consideration Spreadsheet with respect to distribution of the Merger Consideration, and no Person shall have any cause of action against Parent or the Exchange Agent for any action taken by Parent or the Exchange Agent in accordance with and in reliance upon any such information.

           (b) The Company shall deliver to Parent at least one business day prior to the Closing Date a spreadsheet setting forth (i) the name and address of each Company Stockholder, (ii) the number of shares of Company Common Stock expected to be held by each such Company Stockholder immediately prior to the Effective Time, (iii) the aggregate Closing Per Share Payments that each such Company Stockholder is expected to be entitled to receive with respect to such shares pursuant to Section 2.1(c)(i) , (iv) the aggregate Pro Rata Share of the Escrow Funds that each Company Stockholder is expected to be entitled to receive pursuant to Section 2.1(c)(ii) , (v) the aggregate Milestone Merger Consideration that such Company Stockholder is expected to be entitled to receive upon the achievement of the Milestone pursuant to Section 2.1(c)(iii) , and (vi) the Excess Indebtedness expected to be outstanding as of the Closing Date.

           (c) At the Closing, the Company shall deliver to Parent (i) an updated version of such spreadsheet (the “ Merger Consideration Spreadsheet ”) setting forth the final calculations of the actual amounts, or percentages, as applicable, due to each Company Stockholder, calculated in accordance with the provisions of this Section 2 , along with updated and final information for all other information contained in the Merger Consideration Spreadsheet, and (ii) a complete and correct updated Section 3.3 of the Company Disclosure Schedule.

      2.9. Calculation of Excess Indebtedness.

           (a) The Company and Parent anticipate that the Closing Date will be May 15, 2008 (the “ First Anticipated Closing Date ”). At least one business day prior to the First Anticipated Closing Date, the Company shall deliver to Parent a schedule (a “ Company Indebtedness Schedule ”) setting forth, in reasonable detail, the Company’s estimate of Company Indebtedness (the “ Company Indebtedness Estimation ”) as of the First Anticipated Closing Date. The Company shall make the work papers and back-up materials used in preparing the applicable Company Indebtedness Schedule available to Parent and its accountants, counsel and other advisors at reasonable times and upon reasonable notice.

           (b) As promptly as practicable after the Company delivers the applicable Company Indebtedness Schedule (a “ Lapse Date ”), Parent shall have the right to dispute any part of such Company Indebtedness Schedule by delivering a written notice to that effect to the Company (a “ Dispute Notice ”). Any Dispute Notice shall identify in reasonable detail the nature of any proposed revisions to the applicable Company Indebtedness Estimation.

           (c) If on or prior to any Lapse Date, (i) Parent notifies the Company that it has no objections to the applicable Company Indebtedness Estimation or (ii) Parent fails to deliver a Dispute Notice as provided above, then the Company Indebtedness Estimation as set forth in the Company Indebtedness Schedule shall be deemed, on the date of such notification (in the case of (i) above) or on the applicable Lapse Date (in the case of (ii) above) (the applicable date being referred to herein as the “ Non-Dispute Company Indebtedness Determination Date ”), to represent the Company Indebtedness at Closing for purposes of calculating the Excess Indebtedness and the Closing Consideration, so long as Closing occurs within five business days after the applicable Non-Dispute Company Indebtedness Determination Date.

           (d) If Parent delivers a Dispute Notice on or prior to the applicable Lapse Date, then Representatives of the Company and Parent shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Indebtedness as of a particular date to be agreed to by the Company and Parent, which Company Indebtedness amount shall be deemed, on the date of agreement between the Company and Parent as to such amount (a “Dispute Company Indebtedness Determination Date” ), to represent the Company Indebtedness at Closing for purposes of calculating the Excess Indebtedness and the Closing Consideration, so long as Closing occurs within five business days after the applicable Dispute Company Indebtedness Determination Date.

           (e) If Representatives of the Company and Parent pursuant to clause (d) above are unable to negotiate an agreed-upon determination of Company Indebtedness as of a particular date to be agreed to by the Company and Parent, or if Closing does not occur within five business days after an applicable Non-Dispute Company Indebtedness Determination Date or an applicable Dispute Company Indebtedness Determination Date, then the Company and Parent shall agree upon an additional anticipated date for Closing (a “ Subsequent Anticipated Closing Date ”) and thereafter follow the procedures set forth in Sections 2.12(a) through 2.12(d) above as many times as necessary (and replacing the First Anticipated Closing Date with the Subsequent Anticipated Closing Date in each instance) until there is an amount deemed to represent the Company Indebtedness at Closing for purposes of calculating the Excess Indebtedness and the Closing Consideration.

      2.10. Rights Not Transferable. The rights of each Company Stockholder as of immediately prior to the Effective Time are personal to each such Company Stockholder and shall not be transferable for any reason otherwise than by operation of law, will or the laws of descent and distribution. Any attempted transfer of such right by any holder thereof (otherwise than as permitted by the immediately preceding sentence) shall be null and void. Notwithstanding the foregoing, a Company Stockholder may transfer its rights to Milestone Merger Consideration hereunder and/or funds released from the Escrow Fund and/or the Stockholders’ Representative Funds (A) if Company Stockholder is a partnership, to its partners or former partners in accordance with partnership interests, (B) if Company Stockholder is a corporation, to its stockholders in accordance with their interest in the corporation, (C) if Company Stockholder is a limited liability company, to its members or former members in accordance with their interest in the limited liability company, (D) if Company Stockholder is an investment fund, to another investment fund that is affiliated with, under common control with or commonly managed by such Company Stockholder, or (E) if Company Stockholder is an individual, (i) to such Company Stockholder’s spouse, children or other member of such Company Stockholder’s immediate family, or to a trust for the sole benefit of such persons or such Company Stockholder, provided that such trust is controlled by such Company Stockholder, or to a corporation or limited liability company controlled by such Company Stockholder, (ii) to the trustee or trustees of a trust controlled and revocable solely by such Company Stockholder or to the trustee or trustees of a trust established for charitable purposes, (iii) to such Company Stockholder’s guardian or conservator, or (iv) in the event of such Company Stockholder’s death, to such Company Stockholder’s executor(s), administrator(s) or heirs; provided that in each case of (A) through (E) above, the transferee will be subject to the terms of this Agreement to the same extent as if such transferee were an original Company Stockholder hereunder.

      2.11. Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement and any Related Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of the Company and otherwise) to take such lawful and necessary or desirable action as is otherwise consistent with this Agreement.

SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except as set forth on a correspondingly numbered section of the Company Disclosure Schedule (provided that the disclosure in any section in the Company Disclosure Schedule shall qualify any other section in this Section 3 to the extent that it is reasonably apparent from a reading of such disclosure that it also applies to such other section), the Company represents and warrants, as of the date hereof and as of the Closing Date, to and for the benefit of the Parent Indemnitees, as follows:

      3.1. Due Organization; Subsidiaries; Etc.

           (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority:

(i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.

           (b) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Novelis, Inc.”

           (c) The Company is not and has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than Massachusetts. The Company is in good standing as a foreign corporation in Massachusetts.

           (d) Section 3.1(d) of the Company Disclosure Schedule accurately sets forth (i) the names of the members of the Company’s board of directors, (ii) the names of the members of each committee of the Company’s board of directors, and (iii) the names and titles of the Company’s officers.

           (e) The Company does not have, nor has it ever had any Subsidiaries. The Company does not own any controlling interest in any Entity and the Company has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. The Company has not guaranteed or is not responsible or liable for any obligation of any other Entity. Neither the Company nor any of its stockholders has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of the Company’s business or affairs.

      3.2. Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (a) the certificate of incorporation and bylaws, including all amendments thereto of the Company; (b) the stock records of the Company; and (c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of the Company, the board of directors of the Company and all committees thereof (the items described in (a), (b) and (c) above, collectively, the “ Company Constituent Documents ”). There have been no formal meetings or other proceedings of the stockholders of the Company, the board of directors of the Company or any committee thereof that are not fully reflected in the Company Constituent Documents. There has not been any violation of the Company Constituent Documents, and the Company has not taken any action that is inconsistent in any material respect with the Company Constituent Documents. The books of account, stock records, minute books and other corporate records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with applicable Legal Requirements and prudent business practices. The Company has in place, and has at all times had in place, an adequate and appropriate system of internal controls customarily maintained by comparable Entities.

      3.3. Capitalization, Etc.

           (a) The authorized capital stock of the Company consists of: 4,350,000 shares of Company Common Stock, of which 4,002,855 shares have been issued and are outstanding as of the date of this Agreement. The Company does not hold any shares of Company Common Stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in Section 3.3(a)(i) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. The Company is not under any obligation, or is not bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securities and has never repurchased, redeemed or otherwise reacquired any shares of its capital stock or other securities.

           (b) As of the date of this Agreement 100,500 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company Option Plan. Section 3.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule (if any), and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Option expires. The Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which any of the outstanding Company Options were issued, and the forms of all Company Option agreements evidencing the Company Options. Immediately prior to the Effective Time, without any further action by the Company or the Company’s board of directors and in accordance with the provisions of the stock option plans under which the Company Options were issued as in effect at their time of issuance, the vesting of any unvested portion of any outstanding Company Option shall accelerate and such Company Option will thereafter become fully vested and immediately exercisable for the aggregate number of shares subject to such Company Option, and any Company Option that has not been exercised prior to the Effective Time shall terminate on or before the Effective Time. No Company Option has ever been amended or modified following its original issuance, whether by the Company or the Company’s board of directors, or directly or indirectly by amendments or modifications to the stock option plan under which such Company Option was issued.

           (c) Except as set forth in Section 3.3(b) and Section 3.3(c) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may

become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive from the Company any shares of Company Common Stock or other securities of the Company.

           (d) All outstanding Company Common Stock, Company Options and other securities of the Company have been issued and granted in all respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts.

      3.4. Financial Statements.

           (a) The Company has delivered to Parent the following financial statements (collectively, the “Company Financial Statements” ):

                (i)  The unaudited balance sheets of the Company as of December 31, 2006 and December 31, 2007, and the related unaudited “statements of profit and loss” for the years then ended; and

                (ii)  the unaudited balance sheet of the Company as of April 10, 2008 (the “Unaudited Interim Balance Sheet” ), and the related unaudited “statement of profit and loss” of the Company for the period beginning on January 1, 2008 and then ended.

           (b) The Company Financial Statements are prepared on a cash basis and not in accordance with GAAP, are accurate and complete in all material respects and present fairly in all material respects the financial position of the Company as of the respective dates thereof and the income and expenses of the Company for the periods covered thereby. The Company Financial Statements have been prepared on a consistent basis throughout the periods covered.

      3.5. Absence of Changes. Except as set forth in Section 3.5 of the Company Disclosure Schedule, since the date of the Unaudited Interim Balance Sheet:

           (a) there has not been any material adverse change in the business, condition, assets, liabilities, operations, or financial performance or Prospects of the Company, and no event has occurred that will, or could reasonably be expected to, cause such a material adverse change;

           (b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of the Company (whether or not covered by insurance);

           (c) the Company has not declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of its capital stock, and has not repurchased, redeemed or otherwise reacquired any shares of its capital stock or other securities;

           (d) other than the issuance of Company Common Stock upon the exercise of Company Options, the Company has not sold, issued or authorized the issuance of (i) any capital stock or other securities of the Company; (ii) any option or right to acquire any capital stock or any other security of the Company; or (iii) any instrument convertible into or exchangeable for any capital stock or other security of the Company;

           (e) the Company has not amended or waived any of its rights under, or permitted the acceleration of vesting under, any restricted stock purchase agreement;

           (f) there has been no amendment to the certificate of incorporation or bylaws of the Company, and the Company has not effected or been a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

           (g) the Company has not formed any Company Subsidiary or acquired any equity interest or other interest in any other Entity;

           (h) the Company has not made any capital expenditure which, when added to all other capital expenditures made on behalf of the Company since the date of the Unaudited Interim Balance Sheet, exceeds $5,000;

           (i) the Company has not (i) entered into or permitted any of the assets owned or used by it to become bound by any Contract that contemplates or involves (A) the payment or delivery of cash or other consideration in an amount or having a value in excess of $5,000 in the aggregate, or (B) the purchase or sale of any product, or performance of services by or to the Company having a value in excess of $5,000 in the aggregate, or (ii) amended or prematurely terminated, or waived any right or remedy under, any Company Contract;

           (j) the Company has not (i) acquired, leased or licensed any right or other asset from any other Person, (ii) sold or otherwise disposed of, or leased or licensed, any right or other asset to any other Person, or (iii) waived or relinquished any right, except for immaterial rights or other immaterial assets acquired, leased, licensed or disposed of in the ordinary course of business and consistent with the Company’s past practices;

           (k) the Company has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness;

           (l) the Company has not made any pledge of any of its assets or otherwise permitted any of its assets to become subject to any Encumbrance, except for pledges of immaterial assets made in the ordinary course of business and consistent with the Company’s past practices;

           (m) the Company has not (i) lent money to any Person (other than pursuant to routine travel advances made to employees in the ordinary course of business and consistent with the Company’s past practice), or (ii) incurred or guaranteed any indebtedness for borrowed money except for the Parent Loan;

           (n) the Company has not (i) established or adopted any employee benefit plan, (ii) paid any bonus or made any profit-sharing, incentive compensation or similar payment to, or increased the amount of the wages, salary, bonuses, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees, or (iii) hired any new employee having an annual salary in excess of $35,000;

           (o) the Company has not changed any of its methods of accounting or accounting practices in any respect;

           (p) the Company has not made any Tax election;

           (q) the Company has not threatened, commenced or settled any Legal Proceeding;

           (r) the Company has not entered into any transaction or taken any other action outside the ordinary course of business or inconsistent with its past practices, other than the Parent Loan and entering into this Agreement and the Related Agreements and transactions contemplated hereby and thereby; and

           (s) the Company has not agreed to take, or committed to take, any of the actions referred to in clauses “(c)” through “(r)” above.

      3.6. Title to Assets.

           (a) The Company owns, and has good, valid and marketable title to, all assets purported to be owned by it, including: (i) all assets reflected on the Unaudited Interim Balance Sheet; (ii) all assets referred to in Sections 3.7 and 3.9 of the Company Disclosure Schedule and all of the Company’s rights under the Company Contracts; and (iii) all other assets reflected in the Company’s books and records as being owned by the Company. All of such assets are owned by the Company free and clear of any Encumbrances, except for (y) any lien for current Taxes not yet due and payable, and (z) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of the Company. The Company owns or otherwise has, and after the Closing the Parent will have, all assets needed to conduct its business as currently conducted and as the Company currently proposes to conduct its business.

           (b) Section 3.6(b) of the Company Disclosure Schedule identifies all tangible assets of the Company that are being leased or licensed to or by the Company. All such leases and licenses are valid and enforceable against the parties thereto.

      3.7. Bank Accounts; Receivables.

           (a) Section 3.7(a) of the Company Disclosure Schedule provides accurate information with respect to each account maintained by or for the benefit of the Company at any bank or other financial institution, including the name of the bank or financial institution, the account number, the balance as of the date hereof and the names of all individuals authorized to draw on or make withdrawals from such accounts.

           (b) Section 3.7(b) of the Company Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of the Company as of April 30, 2008. All existing accounts receivable of the Company (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since the date of the Unaudited Interim Balance Sheet and have not yet been collected) (i) represent valid obligations of customers of the Company arising from bona fide transactions entered into in the ordinary course of business, and (ii) are current and are expected to be collected in full when due, without any counterclaim or set-off.

      3.8. Equipment; Leasehold.

           (a) All items of equipment and other tangible assets owned by or leased to the Company (i) are adequate for the uses to which they are being put, (ii) are structurally sound, free of material defects and deficiencies and in good condition and repair (ordinary wear and tear excepted), (iii) comply in all respects with, and are being operated and being used in compliance with all applicable Legal Requirements, and (iv) are adequate for the conduct of the Company’s business in the manner in which such business is currently being conducted and as the Company currently proposes to conduct its business.

           (b) The Company does not own any real property or any interest in real property, except for the leasehold interest created under the real property leases identified in Section 3.8(b) of the Company Disclosure Schedule. All premises leased or subleased by the Company are supplied with utilities and other services necessary for the operation of the Company’s business.

      3.9. Intellectual Property.

           (a) Section 3.9(a) of the Company Disclosure Schedule accurately identifies and describes each product or service that has been under development or was developed, was the subject of human clinical trials or has been commercially sold by the Company within the last 5 years and any product or service that is currently under development or the subject of a human clinical trial or that is currently commercially sold by the Company.

           (b) Section 3.9(b) of the Company Disclosure Schedule accurately identifies (i) each item of Registered IP in which the Company has or purports to have an ownership interest of any nature and the nature of the ownership interest (e.g. exclusively, jointly with another Person, or otherwise); (ii) the jurisdiction in which such item of Registered IP has been applied for, registered or filed and the applicable application, registration or serial number; and (iii) any other Person that has an ownership interest in such item of Registered IP and the nature of such ownership interest. The Company has provided to the Parent complete and accurate copies of all applications, material correspondence, and other material documents related to each such item of Registered IP.

           (c) Section 3.9(c) of the Company Disclosure Schedule accurately identifies (i) all Intellectual Property Rights or Intellectual Property licensed to the Company (other than any non-customized software that (A) is so licensed solely in executable or object code form

pursuant to a non-exclusive, internal use software license, (B) is not incorporated into, or used directly in the development, manufacturing, or distribution of, any of the Company’s products or services, or (C) is generally available on standard terms for less than $5,000); (ii) the corresponding Contract or Contracts pursuant to which such Intellectual Property Rights or Intellectual Property is licensed to the Company; and (iii) whether the license or licenses granted to the Company are exclusive or non-exclusive.

           (d) Section 3.9(d) of the Company Disclosure Schedule accurately identifies each Contract pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Company IP. The Company is not bound by, and no Company IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of the Company to use, exploit, assert, or enforce any Company IP anywhere in the world.

           (e) The Company has provided to Parent a complete and accurate copy of each standard form of Company IP Contract used by the Company, including each standard form of: (i) employee agreement containing intellectual property assignment or license of Intellectual Property or Intellectual Property Rights or any confidentiality provision; (ii) consulting or independent contractor agreement containing intellectual property assignment or license of Intellectual Property or Intellectual Property Rights or any confidentiality provision; and (iii) confidentiality or nondisclosure agreement. The Company has no standard form of license agreement. Section 3.9(e) of the Company Disclosure Schedule accurately identifies each Company IP Contract that deviates in any material respect from the corresponding standard form agreement provided to the Parent.

           (f) The Company exclusively owns all right, title, and interest to and in the Company IP (other than Intellectual Property Rights or Intellectual Property jointly owned by the Company, as identified in Section 3.9(b) of the Company Disclosure Schedule ) free and clear of any Encumbrances. Without limiting the generality of the foregoing:

                (i)  All documents and instruments necessary to protect the rights of the Company in the Registered IP have been validly executed, delivered, and filed in a timely manner with the appropriate Governmental Body.

                (ii)  Each Person who is or was an employee or contractor of the Company and who is or was involved in the creation or development of any Company IP has signed a valid, enforceable agreement containing an assignment to the Company of those Intellectual Property Rights for which an assignment is necessary to vest such Intellectual Property Rights in the Company and confidentiality provisions protecting the Company IP. No current or former stockholder, officer, director, or employee of the Company has any claim, right (whether or not currently exercisable), or interest to or in any Company IP. To the Company’s knowledge, no employee of the Company is (a) bound by or otherwise subject to any Contract restricting him or her from performing his or her duties for the Company or (b) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality. Section 3.9(f)(ii) of the Disclosure Schedule sets forth all Persons who worked on the development of the Company Software. The Company Software does not include any software developed by persons who were not employees of Novelis at the time of their

contribution to the Company Software, except for those consultants set forth in Section 3.9(f)(ii) of the Disclosure Schedule, each of whom assigned all of their rights to the Company Software to the Company.

                (iii)  No funding, facilities, or personnel of any Governmental Body were used, directly or indirectly, to develop or create, in whole or in part, any Company IP.

                (iv)  The Company has taken all commercially reasonable steps to maintain the confidentiality of and otherwise protect and enforce their rights in all proprietary information that the Company holds, or purports to hold, as a trade secret.

                (v)  The Company has not assigned or otherwise transferred ownership of, or agreed to assign or otherwise transfer ownership of, any Intellectual Property Right to any other Person.

                (vi)  The Company is not now and never was a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate the Company to grant or offer to any other Person any license or right to any Company IP.

                (vii)  The Company owns or otherwise has, and after the Closing the Parent will have, all Intellectual Property Rights needed to conduct its business as currently conducted.

      (g)  All Registered IP is valid, subsisting, and enforceable. Without limiting the generality of the foregoing:

                (i)  Each U.S. patent application and U.S. patent in which the Company has or purports to have an ownership interest was filed within one year of the first printed publication, public use, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent in which the Company has or purports to have an ownership interest was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being first made available to the public.

                (ii)  To the Company’s knowledge, no trademark (whether registered or unregistered) or trade name owned, used, or applied for by the Company conflicts or interferes with any trademark (whether registered or unregistered) or trade name owned, used, or applied for by any other Person.

                (iii)  All filings, payments, and other actions required to be made or taken to maintain each item of Registered IP in full force and effect have been made by the applicable deadline. No application for a patent or a copyright, mask work, or trademark registration or any other type of Registered IP filed by or on behalf of the Company has been abandoned and not revived, allowed to lapse, or finally rejected and from which no appeal or other action may be taken. Section 3.9(g)(iii) of the Company Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before

the date that is 90 days after the Closing Date in order to maintain such item of Registered IP in full force and effect.

                (iv)  No interference, opposition, reissue, reexamination, or other proceeding is pending or, to the Company’s knowledge, threatened, in which the scope, validity, or enforceability of any Company IP is being, has been, or could reasonably be expected to be contested or challenged. To the Company’s knowledge, there is no valid basis for a claim that any Company IP is invalid or unenforceable.

           (h) To the Company’s knowledge, no Person has infringed, misappropriated, or otherwise violated, and no Person is currently infringing, misappropriating, or otherwise violating, any Company IP. Section 3.9(h) of the Company Disclosure Schedule accurately identifies (and the Company has provided to the Parent a complete and accurate copy of) each letter or other written or electronic communication or correspondence that has been sent or otherwise delivered in the last five years by or to the Company or any Representative of the Company regarding any actual, alleged, or suspected infringement or misappropriation of any Company IP, and provides a brief description of the current status of the matter referred to in such letter, communication, or correspondence.

           (i) Neither the execution, delivery, or performance of this Agreement (or any of the Related Agreements) nor the consummation of any of the transactions contemplated by this Agreement (or any of the Related Agreements) will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare, (i) a loss of, or Encumbrance on, any Company IP; (ii) a breach by the Company of any license agreement listed or required to be listed in Section 3.9(c) of the Company Disclosure Schedule; (iii) the release, disclosure, or delivery of any Company IP by or to any escrow agent or other Person; or (iv) the grant, assignment, or transfer to any other Person of any license or other right or interest under, to, or in any of the Company IP.

           (j) To the Company’s knowledge, the Company has never infringed (directly, contributorily, by inducement, or otherwise), misappropriated, or otherwise violated any Intellectual Property Right of any other Person. Without limiting the generality of the foregoing:

                (i)  To the Company’s knowledge, no product or service that has been or is under development or was developed, was or is the subject of a human clinical trial, or that has been or is being commercially sold by the Company has infringed, misappropriated, or otherwise violated the Intellectual Property Rights of any other Person.

                (ii)  No claim of infringement or misappropriation, or similar claim or Legal Proceeding is pending or, to the Company’s knowledge, threatened against the Company or against any other Person who may be entitled to be indemnified, defended, held harmless, or reimbursed by the Company with respect to such claim or Legal Proceeding. The Company has never received any written or, to the Company’s knowledge, oral notice or other communication relating to any actual, alleged, or suspected infringement, misappropriation, or violation of any Intellectual Property Rights of another Person.

           (k) The Company is not bound by any Contract to indemnify, defend, hold harmless, or reimburse any other Person with respect to any intellectual property infringement, misappropriation, or similar claim. The Company has never assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential liability of another Person for infringement, misappropriation, or violation of any Intellectual Property Right.

           (l) No claim or Legal Proceeding involving any Intellectual Property or Intellectual Property Right licensed to the Company is pending or, to the Company’s knowledge, has been threatened, except for any such claim or Legal Proceeding that, if adversely determined, would not adversely affect (i) the use or exploitation of such Intellectual Property or Intellectual Property Right by the Company, or (ii) the manufacturing, distribution, or sale of any product or service being developed or that has been developed by the Company, that is the subject of a human clinical trial, or that is being commercially sold by the Company.

           (m) Bugs . To the Company’s knowledge, none of the software (including firmware and other software embedded in hardware devices) owned, developed (or currently being developed), and used by the Company (including any software that is part of or is used in the design, development, manufacturing, production, testing, maintenance, or support of any Company Product, but excluding any third-party software that is generally available on standard commercial terms and is licensed to the Company solely for internal use on a non-exclusive basis) (collectively, “Company Software” ), in light of the current stage of development of the Company Software, (a) contains any bug, defect, or error (including any bug, defect, or error relating to or resulting from the display, manipulation, processing, storage, transmission, or use of date data) that will, following the currently anticipated future development of the Company Software, materially and adversely affect the use, functionality, or performance of such Company Software or any product or system containing or used in conjunction with such Company Software .

           (n) Harmful Code . No Company Software contains any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” or “worm” (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing, any of the following functions: (a) disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (b) damaging or destroying any data or file without the user’s consent.

           (o) Source Code . The source code for all Company Software contains clear and accurate annotations and programmer’s comments, and otherwise has been documented in a reasonable manner that is both: (i) reasonably consistent with customary code annotation conventions and standard practices in the software industry; and (ii) reasonably sufficient to independently enable a programmer of reasonable skill and competence to understand, analyze, and interpret program logic, correct errors and improve, enhance, modify and support the Company Software. No source code for any Company Software has been delivered, licensed, or made available to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company. The Company has no duty or obligation (whether present, contingent, or otherwise) to deliver, license, or make available the source code for any Company Software to any escrow agent or other Person. No event has occurred, and no circumstance or

condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the delivery, license, or disclosure of the source code for any Company Software to any other Person.

           (p) Section 3.9(p) of the Disclosure Schedule accurately identifies and describes (i) each item of Open Source Code that is contained in, distributed with, or used in the development of the Company Products or from which any part of any Company Product is derived, (ii) the applicable license terms for each such item of Open Source Code, and (iii) the Company Product or Company Products to which each such item of Open Source Code relates.

           (q) No Company Product contains, is derived from, is distributed with, or is being or was developed using Open Source Code that is licensed under any terms that impose or could impose a requirement or condition that any Company Product or part thereof (i) be disclosed or distributed in source code form, (ii) be licensed for the purpose of making modifications or derivative works, or (iii) be redistributable at no charge.

      3.10. Contracts.

           (a) Section 3.10(a) of the Company Disclosure Schedule identifies each Company Contract, including:

                (i)  each Company Contract relating to the employment of, or the performance of services by, any Person, including any employee, consultant or independent contractor;

                (ii)  each Company Contract relating to the acquisition, transfer, use, development, sharing or license of any technology or any Intellectual Property or Intellectual Property Rights;

                (iii)  each Company Contract imposing any restriction on the Company’s right or ability (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to, or perform any services for, any other Person or to transact any business or deal in any other manner with any other Person, or (C) develop or distribute any technology;

                (iv)  each Company Contract creating or involving any agency relationship, distribution arrangement or franchise relationship;

                (v)  each Company Contract relating to the acquisition, issuance or transfer of any securities issued by the Company;

                (vi)  each Company Contract relating to the creation of any Encumbrance with respect to any asset of the Company;

                (vii)  each Company Contract involving or incorporating any guaranty, any pledge, any performance or completion bond, any indemnity or any surety arrangement;

                (viii)  each Company Contract creating or relating to any collaboration or joint venture or any sharing of technology, revenues, profits, losses, costs or liabilities, including Company Contracts involving investments by the Company in, or loans by the Company to, any other Entity;

                (ix)  each Company Contract relating to the purchase or sale of any product or other asset by or to, or the performance of any services by or for, or otherwise involving as a counterparty, any Related Party;

                (x)  each Company Contract relating to indebtedness for borrowed money;

                (xi)  each Company Contract related to the acquisition or disposition of material assets of the Company or other Person;

                (xii)  any other Company Contract that was entered into outside the ordinary course of business or was inconsistent with the Company’s past practices;

                (xiii)  any other Company Contract that has a term of more than 60 days and that may not be terminated by the Company (without penalty) within 60 days after the delivery of a termination notice by the Company; and

                (xiv)  any other Company Contract that contemplates or involves (A) the payment or delivery of cash or other consideration in an amount or having a value in excess of $5,000 in the aggregate, or (B) the purchase or sale of any product, or performance of services by or to the Company having a value in excess of $5,000 in the aggregate (in the case of both (A) and (B), excluding consulting Contracts listed under clause (i) above); and

                (xv)  each Company Contract constituting a commitment of any Person to purchase products (including products in development) of the Company.

           (b) The Company has delivered to Parent accurate and complete copies of all written Company Contracts, including all amendments thereto. There are no Company Contracts that are not in written form. Each Company Contract is valid and in full force and effect, is enforceable by the Company in accordance with its terms, and after the Effective Time will continue to be legal, valid, binding and enforceable on identical terms. The consummation of the transactions contemplated hereby shall not (either alone or upon the occurrence of additional acts or events contemplated herein) result in any payment or payments becoming due from the Company, the Surviving Corporation or Parent to any Person under any Company Contract or give any Person the right to terminate or alter the provisions of any Company Contract.

           (c) The Company has not in any material respect violated or breached, or committed any default under, any Company Contract, and, to the knowledge of the Company, no other Person has in any material respect violated or breached, or committed any default under, any Company Contract.

           (d) To the Company’s knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could

reasonably be expected to, (i) result in a material violation or breach of any of the material provisions of any Company Contract, (ii) give any Person the right to declare a default or exercise any remedy under any Company Contract, (iii) give any Person the right to accelerate the maturity or performance of any Company Contract, or (iv) give any Person the right to cancel, terminate or modify any Company Contract.

           (e) The Company has not received any notice or communication regarding any actual or possible violation or breach of, or default under, any Company Contract.

           (f) The Company has not waived any of its rights under any Company Contract.

           (g) No Person is renegotiating, or has a right pursuant to the terms of any Company Contract to renegotiate, any amount paid or payable to the Company under any Company Contract or any other material term or provision of any Company Contract.

           (h) The Company Contracts collectively constitute all of the Contracts necessary to enable the Company to conduct its business in the manner in which its business is currently being conducted and as the Company currently proposes to conduct its business.

           (i) Section 3.10(i) of the Company Disclosure Schedule identifies and provides a brief description of all of the material terms of each proposed Contract (including any proposed Contract involving the Company possibly entering into or forming any partnership or joint venture with any other Person) as to which any bid, offer, award, written proposal, term sheet or similar document has been submitted or received by the Company.

           (j) Section 3.10(j) of the Company Disclosure Schedule provides an accurate and complete list of all Consents required under any Company Contract to consummate the Merger and the other transactions contemplated by this Agreement and the Related Agreements.

      3.11. Liabilities; Fees, Costs and Expenses. The Company does not have any accrued, contingent or other liabilities of any nature, either matured or unmatured (whether or not required to be reflected in financial statements in accordance with GAAP, and whether due or to become due), except for: (i) liabilities identified as such in the Unaudited Interim Balance Sheet or the balance sheet as of December 31, 2007 included in the Company Financial Statements; (ii) liabilities that have been incurred by the Company in the ordinary course of business and consistent with the Company’s past practices or in connection with this Agreement and the transactions contemplated hereby; (iii) liabilities under the Company Contracts listed in Section 3.10(a) of the Company Disclosure Schedule, to the extent the nature and magnitude of such liabilities can be specifically ascertained by reference to the text of such Company Contracts; and (iv) the liabilities identified in Section 3.11 of the Company Disclosure Schedule.

      3.12. Compliance with Legal Requirements. The Company is, and has at all times been, in material compliance with all applicable Legal Requirements. The Company has not received, at any time, any notice or other communication from any Governmental Body or any other Person regarding (a) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement, or (b) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup

or any remedial, corrective or response action of any nature. The Company has delivered to Parent an accurate and complete copy of each report, study, survey or other document in the Company’s possession that addresses or otherwise relates to the non-compliance of the Company with, or the applicability to the Company of, any Legal Requirement. To the Company’s knowledge, no Governmental Body has proposed or is considering any Legal Requirement that, if adopted or otherwise put into effect, (a) could reasonably be expected to have a materially adverse effect on the Company’s business, condition, assets, liabilities, operations, or financial performance or Prospects or on the ability of the Company to comply with or perform any covenant or obligation under this Agreement or any of the Related Agreements, or (b) could reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with the Merger or any of the transactions contemplated hereby.

      3.13. Governmental Authorizations. Section 3.13 of the Company Disclosure Schedule identifies each Governmental Authorization held by the Company, and the Company has delivered to Parent accurate and complete copies of all Governmental Authorizations identified in Section 3.13 of the Company Disclosure Schedule. The Governmental Authorizations identified in Section 3.13 of the Company Disclosure Schedule are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary to enable the Company to conduct its business in the manner in which its business is currently being conducted and as the Company currently proposes to conduct its business. The Company is in compliance with the terms and requirements of the respective Governmental Authorizations identified in Section 3.13 of the Company Disclosure Schedule. The Company has not received any written or, to the Company’s knowledge, oral notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization.

      3.14. Tax Matters.

           (a) All Tax Returns required to be filed by or on behalf of the Company with any Governmental Body on or before the Closing Date (the “ Company Returns ”) (i) have been filed on or before the applicable due date (including any extensions of such due date), and (ii) have been accurately and completely prepared in all material respects and prepared in compliance with all applicable Legal Requirements. All Taxes due and owing by the Company on or before the Closing Date other than those for which adequate reserves have been established on the books and records of the Company have been or will be paid on or before the Closing Date. The Company has delivered to Parent accurate and complete copies of all Company Returns filed which have been requested by Parent, consisting of those Company Returns listed in Section 3.14(a) of the Company Disclosure Schedule.

           (b) Schedule 3.14(b) sets forth all actual and contingent liabilities for unpaid Taxes of the Company as of the date hereof. The Company shall establish reserves adequate for the payment of all accrued and unpaid Taxes by the Company through the Closing Date, and the Company will disclose the dollar amount of such reserves to Parent on or prior to the Closing Date.

           (c) No Company Return relating to income Taxes has ever been examined or audited by any Governmental Body and there have been no examinations or audits of any Company Return. The Company has delivered to Parent accurate and complete copies of all audit reports and similar documents (to which the Company has access) relating to the Company Returns. No extension or waiver of the statute of limitations applicable to any of the Company Returns has been granted (by the Company or any other Person), and no such extension or waiver has been requested from the Company.

           (d) No claim or Legal Proceeding is pending or, to the Company’s knowledge, has been threatened against or with respect to the Company in respect of any Tax. There are no unsatisfied liabilities for Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any written notice of deficiency or similar document received by the Company with respect to any Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Company and with respect to which adequate reserves for payment have been established). Except for liens that arise by operation of law, there are no liens for Taxes upon any of the assets of the Company except liens for current Taxes not yet due and payable. The Company has not entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. The Company has not been, and the Company will not be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed or changed, prior to the Closing.

           (e) There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of the Company that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G of the Code. The Company is not a party to any Contract, and the Company does not have any obligation (current or contingent), to compensate any individual for excise taxes paid pursuant to Section 4999 of the Code. The Company has not (i) ever been a member of an affiliated group (within the meaning of Section 1504(a) of the Code) filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company), (ii) any liability for the Taxes of any person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), as a transferee or successor, or otherwise, and (iii) ever been a party to any joint venture, collaboration, partnership or other agreement that could be treated as a partnership for Tax purposes. The Company is not or has never been, a party to or bound by any tax indemnity agreement, tax-sharing agreement, tax allocation agreement or similar Contract. The Company has not been either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (y) in the two years prior to the date of this Agreement or (z) which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger.

           (f) The Company has reported, withheld and paid all Taxes required to have been reported, withheld and paid in connection with any amounts paid or owing by it to any

officer, employee, independent contractor, creditor, stockholder or other third party, and has timely filed all related withholding Company Returns.

           (g) The Company has never engaged in activities constituting a trade or business or permanent establishment (as defined in the applicable income tax treaty) in a foreign country. The Company was treated as an S corporation for federal income tax purposes within the meaning of Section 1361 of the Code for the period from its incorporation to September 10, 2004.

           (h) No jurisdiction in which the Company does not file Tax Returns has ever asserted that the Company may be required to file a Tax Return in such jurisdiction. Section 3.14(h) of the Disclosure Schedule lists each jurisdiction in which the Company is required to file any Tax Return, and the type of Tax Return required to be filed.

           (i) Section 3.14(i) of the Company Disclosure Schedule sets forth the following information with respect to the Company as of the most recent practicable date: (i) the basis of the Company in its assets; and (ii) the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax, or excess charitable contribution allocable to the Company.

           (j) The Company has not participated in any transaction that was or is a “listed transaction” or a “reportable transaction” within the meaning of Section 1.6011-4(b) of the Treasury Regulations.

      3.15. Employee and Labor Matters; Benefit Company Plans.

           (a) Section 3.15(a) of the Company Disclosure Schedule accurately sets forth, with respect to each employee of the Company (including any employee of the Company who is on a leave of absence):

                (i)  the name of such employee and the date as of which such employee was originally hired by the Company;

                (ii)  such employee’s title;

                (iii)  the aggregate dollar amount of the compensation (including wages, salary, commissions, director’s fees, fringe benefits, bonuses, profit-sharing payments, incentive compensation and other payments or benefits of any type) received by such employee from the Company with respect to services performed in 2007;

                (iv)  such employee’s annualized compensation as of the date of this Agreement;

                (v)  each Company Plan in which such employee participates or is eligible to participate;

                (vi)  any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the Company’s business; and

                (vii)  such employee’s citizenship status (whether such employee is a U.S. citizen or otherwise) and, with respect to non-U.S. citizens, identifies the visa or other similar permit under which such employee is working for the Company and the dates of issuance and expiration of such visa or other permit.

           (b) There is no former employee of the Company who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (from the Company) relating to such former employee’s employment with the Company.

           (c) The employment of the Company’s employees is terminable by the Company at will. The Company has delivered or made available to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of the Company.

           (d) To the Company’s knowledge:

                (i)  no employee of the Company intends to terminate his employment with the Company;

                (ii)  no employee of the Company has received an offer to join a business that may be competitive with the Company’s business; and

                (iii)  no employee of the Company is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that could reasonably be expected to have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Company; or (B) the Company’s business or operations.

           (e) Except as set forth in Section 3.15(e) of the Disclosure Schedule, the Company does not use the services of or employ any independent contractors.

           (f) The Company is not a party to or bound by, and the Company has never been a party to or bound by any union contract, collective bargaining agreement or similar Contract.

           (g) The Company is not engaged, and the Company has never been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Company. No event has occurred, and no condition or circumstance exists, that might dire