AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT

Exhibit 10.1

Execution Copy

AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT

Dated as of March 17, 2005

Among

BIOTAGE AB

and

ARGONAUT TECHNOLOGIES, INC.

TABLE OF CONTENTS

AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT

AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT , dated as of February 21, 2005, as amended and restated as of March 17, 2005 (such date, the “ Amendment Date ” and as amended this “ Agreement ”), among Biotage AB, a corporation organized under the laws of Sweden (the “ Buyer ”) and Argonaut Technologies, Inc., a Delaware corporation (the “ Company ”).

RECITALS

WHEREAS , the Company, including through its Subsidiaries, is engaged in the chemistry consumables business, which includes the following segments: (i) Argoresins, (ii) Solid Phase Extraction Systems, Consumables and Services, (iii) Flash Chromatography Systems, Consumables and Services and (iv) Quest, Trident and Nautalis Discontinued Systems, Consumables and Services (collectively, the “ Consumables Business ”);

WHEREAS , the Company, including through its Subsidiaries, also is engaged in the business of developing and manufacturing instruments and related services to address the chemical development workflow of compound synthesis for the pharmaceutical and specialty chemical industries which is conducted through the Company’s Advantage Series 2410/3400/4100, Endeavor and, Atlantis, Surveyor and Firstmate product lines (the “ Process Business ”);

WHEREAS , upon the terms and conditions set forth herein, the Buyer, through one or more of its direct or indirect Subsidiaries, desires to purchase, and the Company desires to sell or cause to be sold (the “ Acquisition ”) to the Buyer and/or one or more of Buyer’s direct or indirect Subsidiaries set forth on Exhibit A (the “ Designated Purchasers ”): (i) all of the outstanding shares of capital stock of Argonaut Technologies Limited, a corporation organized under the laws of the United Kingdom (the “ Transferred Subsidiary ”), (ii) certain of the assets and liabilities of the Company related to the Consumables Business as described herein and (iii) certain of the assets and liabilities of the Company related to the Process Business as described herein (the “ Transferred Process Operations ”);

WHEREAS , the Board of Directors of the Company has, by the unanimous vote of all directors (i) determined that the Acquisition and the transactions contemplated by this Agreement are expedient and in the best interests of the Company and its stockholders and (ii) declared the advisability of this Agreement and resolved to recommend that the Company’s stockholders approve the Acquisition and the consummation of the transactions contemplated by this Agreement; and

NOW, THEREFORE , in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Defined Terms . Defined terms used in this Agreement have the meanings ascribed to them as follows:

“Accounts” shall mean the audited balance sheets and the audited profit and loss accounts of each of the Transferred Subsidiaries in respect of the accounting reference period of the Transferred Subsidiaries ended on the Accounts Date.

“ Accounts Date ” shall mean December 31, 2003.

“ Acquired Businesses” shall mean, collectively, the Consumables Business and the Transferred Process Operations.

“ Acquisition Proposal ” shall mean, other than the transactions contemplated hereby or any offer or proposal made by the Buyer or a Subsidiary of the Buyer, any inquiry with respect to, or a proposal or offer for a tender offer or exchange offer, merger, reorganization, share exchange, consolidation or other business combination involving, the Company and its Subsidiaries or any proposal or offer to acquire in any manner an equity interest representing a 10% or greater economic or voting interest in the Company, or the assets, securities or ownership interests of or in the Company or any of its Subsidiaries representing 10% or more of the consolidated assets of the Company and its Subsidiaries, other than (i) a proposal with respect to a purchase of the Company’s property located at Tir-Y-Berth Industrial Estate, New Road, Hengoed, Wales and (ii) after any termination hereof, any proposal for a bona fide equity financing transaction made after such termination by a Person who has not made an Acquisition Proposal prior to such termination and which represents a 30% or less economic and voting interest in the Company.

“ Affiliate ” shall mean, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. When used in this Agreement, “control” (including, with its correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

“ Books and Records ” shall mean originals or true copies of all agreements, documents, books, records and files, of the Company and its Subsidiaries, including records and files stored on computer disks or tapes or any other storage medium prepared, used or held for use principally in connection with the conduct or operation of the Consumables Business or the Transferred Process Operations, including the certificates of incorporation, check books, common seals and all statutory and minute books (which for the purposes of Article VII shall be written up to the date of Closing), and all unused share certificate forms, in each case of the Transferred Subsidiaries.

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“ Business Day ” shall mean any day other than (i) a Saturday or Sunday or (ii) a day on which banks in San Francisco, California, New York, New York or Stockholm, Sweden are required or authorized by law, executive order or governmental decree to be closed.

“ Buyer Disclosure Schedule ” shall mean the Buyer’s disclosure schedule delivered by the Buyer to the Company prior to the execution of this Agreement.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Company Disclosure Schedule ” shall mean the Company’s disclosure schedule delivered by the Company to the Buyer within five (5) Business Days after the Amendment Date, which may not, without the Buyer’s prior written consent, include any exception item that was not disclosed in writing to the Buyer prior to entry into this Agreement as part of the due diligence process conducted.

“ Company Employees ” shall mean the Transferred Subsidiary Employees, Process Business Employees and US Consumables Employees, collectively, who are, immediately prior to the Closing, employed with the Company or any of its Affiliates.

“ Confidentiality Agreement ” shall mean the Confidentiality Agreement dated January 7, 2004, as amended between the Company and the Buyer.

“ Consumables Business Employee ” shall mean any current or former employee, director, officer, independent contractor or consultant of the Consumables Business, and for purposes of completeness, shall include the Transferred Subsidiary Employees.

“ Contracts ” shall mean all written and oral contracts, agreements, leases, subleases, licenses, purchase orders, instruments of indebtedness, mortgages, deeds of trust, guarantees and any other binding contractual arrangements related principally to the operation of the Consumables Business or the Process Business or to which the Transferred Assets are subject. “ DGCL ” shall mean the Delaware General Corporation Law, as the same may be amended from time to time.

“ dollars ” or “ $ ” shall mean United States dollars.

“ Environmental Laws ” shall mean all applicable Laws or Orders relating to (i) pollution, contamination, restoration or protection of the environment, health or safety or natural resources, (ii) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (iii) noise, odor, wetlands, pollution, contamination, waste or injury or threat of injury to Persons or property.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ Exchange Act ” or “ 1934 Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ GAAP ” shall mean United States generally accepted accounting principles.

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“ Governmental Authority ” shall mean any federal, state, municipal, foreign or other governmental body, department, commission, board, bureau, agency, court or instrumentality, domestic or foreign, or other entity exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

“ Hazardous Substance ” shall mean any substance that is (i) listed, classified or regulated pursuant to any Environmental Law, (ii) any petroleum or petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials or radon or (iii) any other substance which may be the subject of regulatory action by any Governmental Authority pursuant to any Environmental Law.

“ Intellectual Property ” shall mean collectively, on a worldwide basis, all of the following types of intangible assets: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and re-examinations thereof, (ii) all trademarks, service marks, trade dress, logos, domain names, URLs, trade names, brand names, model names, corporate names and other source indicators, including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (iii) all copyrights (whether registered or unregistered), and all applications, registrations and renewals in connection therewith, (iv) all mask works and all applications, registrations, and renewals in connection therewith, (v) all trade secrets and confidential information (including confidential ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and marketing plans and proposals), (vi) all computer software (including data and related documentation and including software installed on hard disk drives and any related source codes), (vii) all joint or partial interests in any of the foregoing and (viii) all rights to pursue, recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriations of the foregoing.

“ Inventory ” means all inventory and all raw materials, work-in-process, finished products, supplies, accessories, packaging materials, goods or parts, in each case whether or not in transit on the Closing Date, that are used or held for use principally in the conduct or operation of the Consumables Business or the Process Business. For the avoidance of doubt, “Inventory” shall include all discontinued products, service and spare parts inventory, including finished goods inventory and any and all stock that may be represented in the gross inventory values prior to reserves, including with respect to the Quest, Trident and Nautalis Discontinued Systems, Consumables and Services line of the Consumables Business.

“ Knowledge of the Buyer ” shall mean, with respect to any matter in question, the knowledge, after reasonable inquiry, of those individuals listed in Section 1.1(i) of the Buyer Disclosure Schedule.

“ Knowledge of the Company ” shall mean, with respect to any matter in question, the knowledge, after reasonable inquiry, of individuals listed in Section 1.1(i) of the Company Disclosure Schedule.

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“ Law ” shall mean any federal, state, local or foreign law, statute, common law, rule, regulation, code, directive, ordinance or other requirement of general application of any Governmental Authority, including Environmental Laws.

“ Liabilities ” means any direct or indirect liability, indebtedness, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, known or unknown, contingent or otherwise.

“ Licenses and Permits ” shall mean all licenses, permits, concessions, exemptions, consents, franchises, certificates, variances, approvals and other authorizations that are required by Governmental Authorities or otherwise under any applicable Law to conduct each of the Consumables Business and the Transferred Process Operations as they are presently conducted or to own or use the Transferred Assets. “ Lien ” shall mean any lien, claim, charge, option, mortgage, pledge or security interest, rights of first refusal or rights of first offer, encumbrance (including leases, easements, licenses, zoning ordinances, covenants, conditions, restrictions and rights-of-way) or other similar right affecting real or personal property, in each case, whether arising by contract, operation of law or otherwise.

“ Material Adverse Effect ” or “ Material Adverse Change ” shall mean any event, change, circumstance or effect that is or would reasonably be expected to be materially adverse to the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, businesses or results of operations of the Acquired Businesses or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereunder on a timely basis; provided , however , that a “Material Adverse Effect” shall not include (i) changes, effects and circumstances resulting from (a) factors generally affecting the life sciences industry or (b) changes in general economic, regulatory or political conditions, including changes in the United States or worldwide capital markets; (ii) the loss of Company Employees or customers having a relationship with the Consumables Business or the Transferred Process Operations as a result of the announcement or pendency of the Acquisition, this Agreement or the transactions contemplated hereby, (iii) compliance by the Company with its express obligations pursuant to the terms and conditions of this Agreement; or (iv) any change in GAAP or applicable laws, rules or regulations that occurs or becomes effective after the date of this Agreement; provided , that in the case of any event, change, circumstance or effect referred to in clause (i) above, such event, change, circumstance or effect does not have a materially disproportionate effect on the Acquired Businesses relative to other participants in the life sciences industry.

“ Order ” shall mean any order, writ, injunction, judgment, decree or ruling entered, issued, made or rendered by any court, administrative agency, arbitration tribunal or other Governmental Authority of competent jurisdiction.

“ Permitted Liens ” shall mean (i) mechanics’, carriers’, workers’ or repairmen’s Liens arising in the ordinary course of business and securing payments or obligations that are not delinquent, (ii) Liens for Taxes, assessments and other similar governmental charges which are not due and payable and (iii) Liens that arise under zoning, land use and other similar Laws and other imperfections of title or encumbrances, if any, which do not materially affect the marketability of the property subject thereto and do not materially impair the use of the property subject thereto as used as of the date hereof.

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“ Person ” shall mean any individual, corporation, partnership, firm, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, Governmental Authority or other entity.

“ Post-Closing Tax Period ” shall mean any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.

“ Pre-Closing Tax Period ” shall mean any taxable period ending on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on the Closing Date.

“ Previous Accounts” shall mean the audited balance sheets of the Transferred Subsidiaries as of the end of each of the two accounting reference periods immediately preceding the period ended on the Accounts Date and the audited profit and loss accounts of the Transferred Subsidiaries for such periods.

“ Proceeding ” shall mean any action, suit, dispute, litigation, hearing, claim, grievance, arbitral action or other proceeding before any Governmental Authority, at law or in equity.

“ Process Business Employees ” shall mean the employees of the Process Business set forth in Section 1.1(ii) of the Company Disclosure Schedule.

“ Representative ” shall mean any attorney, accountant, financial advisor or other authorized representative of any Person.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Straddle Period ” shall mean any taxable period that begins on or before and ends after the Closing Date.

“ Subsidiary ” and “ Subsidiaries ” when used with respect to any Person shall mean any Person in which such Person directly or indirectly owns 50% or more of the aggregate voting stock. For purposes of this definition, “voting stock” means stock or other interests that ordinarily has voting power for the election of directors or managers.

“ Superior Proposal ” means an Acquisition Proposal that is reasonably capable of being consummated, taking into account all legal, financial, regulatory, timing, and similar aspects of, and conditions to, the proposal, the likelihood of obtaining necessary financing and the Person making the proposal, and, which, if consummated, would result in a transaction more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated hereby (after giving effect to any adjustments to the terms and provisions of this

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Agreement proposed by Parent in response to such Acquisition Proposal after receipt of notice of such Acquisition Proposal as required by Section 5.3 ); provided , that for the purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term, except that the references to “10% or more” in the definition of “Acquisition Proposal” shall be deemed to be references to “a majority”.

“Tax” or “Taxes” shall mean any taxes of any kind, including those measured on, measured by or referred to as, income, alternative or add-on minimum, gross receipts, escheat, capital, capital gains, sales, use, ad valorem , franchise, profits, license, privilege, transfer, withholding, payroll, employment, social, excise, severance, stamp, occupation, premium, value added, property, environmental or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts (including any interest thereon) imposed by any Governmental Authority.

“ Tax Returns ” shall mean all reports, estimates, declarations of estimated Tax, claims for refund, information statements and returns relating to, or required to be filed in connection with, any Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Target Net Working Capital” means $7,080,000.

“ Transferred Subsidiary Employees ” shall mean those Consumables Business Employees whose service relationship is or was with the Transferred Subsidiaries and that certain employee of the Process Business employed by a Transferred Subsidiary (identified as such in Section 1.1(ii) of the Company Disclosure Schedule).

“ Transferred Subsidiaries ” shall mean the Transferred Subsidiary and each Person in which the Transferred Subsidiary owns any capital stock or other security interest, including International Sorbent Technology Limited, a corporation organized under the laws of England and Wales, and Jones Chromatography U.S.A., Inc., a Colorado corporation.

“ UK Tax Proceeding ” shall mean any current audit or investigation by the Inland Revenue, including any Proceedings arising therefrom, related to intercompany transactions between the Transferred Subsidiaries and the Company, including management fees, intercompany charges and sales or transfers of goods.

“UK Tax Liability” shall mean any Pre-Closing Tax Period Taxes for which the Transferred Subsidiaries may be liable in connection with or as a result of the UK Tax Proceeding.

“ US Consumables Employees ” shall mean the employees of the Consumables Business set forth on Section 1.1(ii) of the Company Disclosure Schedule.

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1.2 Other Defined Terms . The following capitalized terms are defined in this Agreement in the Section indicated below:

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1.3 Rules of Construction . References in this Agreement to gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References herein to “date hereof”, “date of this Agreement” or similar references shall mean as of February 21, 2005.

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ARTICLE II

PURCHASE AND SALE OF THE TRANSFERRED SUBSIDIARIES AND THE

TRANSFERRED ASSETS

2.1 Sale of the Transferred Subsidiaries . Subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and as of the Closing Date, the Company shall sell, assign, transfer, convey and deliver to the Buyer and/or the respective Designated Purchaser, and the Buyer shall or shall cause the applicable Designated Purchaser to purchase and acquire, all of the shares (the “ Transferred Shares ”) of the Transferred Subsidiary. In connection therewith, the Company shall deliver to the Buyer and/or the applicable Designated Purchaser share certificates representing the Transferred Shares showing the name of the Buyer or the applicable Designated Purchaser as the registered holder, a transfer of all the Transferred Shares duly executed by the Company in favor of the Buyer or the applicable Designated Purchaser and all other documents related to the Transferred Shares as the Buyer may reasonably request to effectuate such sale, assignment, transfer, conveyance and delivery.

2.2 Purchase and Sale of Transferred Assets .

(a) Subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and as of the Closing Date, the Company shall sell, transfer, convey, assign and deliver to the Buyer, and/or the applicable Designated Purchaser, and the Buyer shall or shall cause the applicable Designated Purchaser to purchase and acquire, all of the Company’s and any of its Subsidiaries’ right, title and interest in, to and under all of the properties, assets, rights and claims used or held for use principally in the conduct or operation of the Consumables Business as the same may exist on the Closing Date, whether tangible or intangible, and such other properties, assets, rights and claims used or held for use principally in the conduct or operation of the Process Business as may be specifically enumerated below (it being understood that to the extent any of such properties, assets, rights and claims are owned or held by the Transferred Subsidiaries and are not Excluded Assets, such properties, assets, rights and claims shall not be transferred pursuant to this Section 2.2(a)) , but rather by operation of law pursuant to the sale of the Transferred Shares in accordance with Section 2.1 ), including all right, title and interest of the Company and its Subsidiaries in, to and under:

(i) (A) all billed and unbilled accounts and notes receivable principally related to the Consumables Business, all prepayments and prepaid expenses and deposits related to each of the Consumables Business and all other current assets principally related to the Consumables Business, and the full benefit of any and all security for such accounts receivable, notes receivable, prepayments, prepaid expenses and other current assets and all Proceedings related to any such items, and, as applicable,

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with respect to all such other items not principally related to the Consumables Business, such items to the extent related to the Consumables Business; and (B) all prepayments and prepaid expenses and deposits related to the Process Business (other than (1) payments with respect to insurance or Taxes and (2) deposits related to any facilities owned or used principally in connection with the conduct or operation of the Process Business that do not constitute Transferred Assets);

(ii) all of the real property set forth in Section 2.2(a)(ii) of the Company Disclosure Schedule (the “ Owned Real Property ”), including all of the land structures, buildings, improvements and fixtures now or subsequently leased, located thereon or related thereto;

(iii) all right, title and interest in, to and under the Leases related to the Consumables Business and identified in Section 4.1(i)(ii) of the Company Disclosure Schedule (the “ Leased Real Property ” and together with the Owned Real Property, the “ Transferred Real Property ”), and all buildings, structures and other improvements situated thereon;

(iv) all Inventory existing on the Closing Date;

(v) all of the Company’s and its Subsidiaries’ owned or leased tangible personal property used or held for use principally in the conduct or operation of the Consumables Business, including machinery, mobile and immobile equipment, furniture, office equipment, furnishings, transportation equipment, tools, tooling, dies, parts, supplies and other tangible personal property and all warranties or guarantees, if any, express or implied, existing for the benefit of the Company, any of its Subsidiaries or the Consumables Business with respect thereto;

(vi) all of the Company’s and its Subsidiaries’ (A) manufacturing, engineering and laboratory machinery, equipment (whether mobile or immobile) and supplies, in whatever form, used or held for use principally in the conduct or operation of the Process Business; (B) demonstration equipment used or held for use principally in the conduct or operation of the Process Business; and (C) all computer equipment and information systems related to, or used or held for use principally in, the conduct or operation of the Process Business, and in each such case, all warranties or guarantees, if any, express or implied, existing for the benefit of the Company, any of its Subsidiaries or the Process Business with respect thereto;

(vii) all right, title and interest in, to and under all the Contracts to which the Company or any of its Subsidiaries is a party, including all rights to receive goods and services purchased pursuant to such Contracts and all claims and rights to take any other actions arising out of or related to such Contracts or the Transferred Assets, or in respect thereof;

(viii) all of the Company’s and any of its Subsidiaries’ right, title and interest in and to any Intellectual Property;

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(ix) all of the Company’s and any of its Subsidiaries’ rights under any Licenses and Permits to the extent transferable under applicable Law and all rights under any licenses or permits from third parties other than Governmental Authorities required to conduct each of the Consumables Business and the Transferred Process Operations as it is presently conducted or to own or use the Transferred Assets;

(x) all Books and Records, including any and all (A) subject to applicable Law, data and records pertaining to the Transferred Subsidiary Employees, the US Consumables Employees and the Process Business Employees and (B) sales literature, promotional literature and other selling and advertising material and lists of customers and suppliers;

(xi) all rights under express or implied warranties, representations or guarantees made by suppliers furnishing goods or services;

(xii) all credits and deferred charges related to, or arising in connection with, the Consumables Business or the Transferred Process Operations, including in connection with any Leases set forth in Section 4.1(i)(ii) of the Company Disclosure Schedule that constitute Transferred Assets and rentals;

(xiii) all information systems, hardware, telephone systems, software systems, database and database systems used in the Consumables Business and any and all rights thereunder, in each case, to the extent reflected as an asset on the Consumables Business Balance Sheet or acquired after the date thereof and which would reasonably be expected to be reflected as an asset thereon if the Consumables Business Balance Sheet were prepared as of the Closing Date;

(xiv) all insurance proceeds received by the Company or any of its Subsidiaries in respect of any Transferred Assets as a result of any damage or claim occurring prior to Closing Date and any rights, claims or causes of action existing or arising in respect of the Transferred Assets under the Company’s insurance policies;

(xv) any assets relating to the Liabilities assumed pursuant to Section 5.9(a) ;

(xvi) the goodwill and going concern value of each of the Consumables Business and the Process Business;

(xvii) all inventory backlog relating to the Process Business existing and unfulfilled on the Closing Date, including all unshipped and unfulfilled customer product and service orders, all orders in progress and all other obligations to deliver products which have not yet been performed as of the Closing Date and for which, as of the Closing Date, a bona fide receivable does not exist on the books of the Company or otherwise for its benefit; and

(xviii) all other properties, assets, rights and claims reflected on the Consumables Business Balance Sheet or accrued after the date thereof and which would reasonably be expected to be reflected thereon if the Consumables Business Balance Sheet was prepared as of the Closing Date but not otherwise described in this Section 2.2(a) .

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(b) The properties, assets, rights and claims to be purchased by Buyer and/or the Designated Purchaser pursuant to this Section 2.2(b) , along with the properties, assets, rights and claims enumerated in Section 2.2(b) and the properties, assets, rights and claims of the Transferred Subsidiaries which shall be transferred to the Buyer and/or the Designated Purchaser through the sale of the Transferred Shares pursuant to Section 2.1 , shall collectively be referred to herein as the “Transferred Assets” . As of the Closing, risk of loss as to the Transferred Assets shall pass from the Company to the Buyer, except as may otherwise be expressly provided herein. Notwithstanding Section 2.2(a) , the Company shall retain all of its existing right, title and interest in, to and under, and the Transferred Assets shall exclude the following assets (the “ Excluded Assets ”):

(i) all cash and cash equivalents;

(ii) all billed and unbilled accounts and notes receivable principally related to the Process Business and all other current assets principally related to the Process Business, and the full benefit of any and all security for such accounts receivable, notes receivable and other current assets and all Proceedings related to any such items, and, as applicable, with respect to all such other items not principally related to the Process Business, such items to the extent related to the Process Business;

(iii) all assets sold or otherwise disposed of not in violation of any provisions of this Agreement during the period from the date of this Agreement until the Closing Date;

(iv) all income Tax Returns of the Company and, subject to Section 6.6 , all Tax refunds, Tax losses, Tax carryforwards, Tax credits and Tax benefits of the Company;

(v) the minute books for the board of directors, committees or shareholders’ meetings, incorporation documents, stock transfers and Tax or similar or related corporate records of the Company and its Subsidiaries, other than the Transferred Subsidiaries;

(vi) all of the assets to be transferred to the Company or one of its Subsidiaries, other than the Transferred Subsidiaries, pursuant to the Reorganization;

(vii) the real property located at Tir-Y-Berth Industrial Estate, New Road, Hengoed, Wales;

(viii) all of the Company’s right, title and interest under this Agreement and the Confidentiality Agreement; and

(ix) all assets of the Company and its Subsidiaries, other than the Transferred Subsidiaries, not used in connection with the operation of the Consumables Business or the Transferred Process Operations.

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2.3 Assumption of Liabilities .

(a) Subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and as of the Closing Date, the Buyer shall or shall cause the applicable Designated Purchaser to assume and agree to pay, discharge or perform when due only the following Liabilities (except to the extent that such Liabilities constitute Liabilities of the Transferred Subsidiaries which shall be assumed by the Buyer and/or the Designated Purchaser by operation of law through its purchase of the Transferred Shares pursuant to Section 2.1 ):

(i) all Liabilities related to the Consumables Business and reflected on the balance sheet of the Consumables Business dated as of December 31, 2004, which is contained in Section 4.1(g)(i) of the Company Disclosure Schedule (the “ Consumables Business Balance Sheet ”), other than any Excluded Liabilities;

(ii) all other Liabilities related to the Consumables Business incurred after the date of the Consumables Business Balance Sheet not in violation of the terms of this Agreement which would have been required to be reflected on the Consumables Business Balance Sheet under GAAP if such Liabilities were incurred on or prior to the date of the Consumables Business Balance Sheet, other than any Excluded Liabilities;

(iii) all Liabilities arising under the Contracts (other than with respect to any Seller Plans) to the extent such Liabilities (A) arise in the ordinary course of business consistent with past practice pursuant to the terms of such Contracts, (B) were not due to have been satisfied or discharged prior to the Closing Date, and (C) have not arisen as a result of a default or breach of such Contract by the Company or its Subsidiaries;

(iv) all warranty Liabilities to the extent such Liabilities (A) arise in the ordinary course of business consistent with past practice under the terms of the Contracts or under the Uniform Commercial Code and (B) were not due to have been satisfied or discharged prior to the Closing Date;

(v) all customer service and support obligations following the Closing relating to the products manufactured by the Process Business to the extent such obligations (A) arise in the ordinary course of business consistent with past practice under the terms of the Contracts related to the Process Business or under the Uniform Commercial Code and (B) were not due to have been satisfied or discharged prior to the Closing Date;

(vi) all accounts payable arising out of the operation of the Process Business prior to the Closing Date and accrued in the ordinary course of business on the balance sheet of the Process Business under GAAP as of the Closing Date; provided, however , that the aggregate amount of such accounts payable shall not exceed $350,000;

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(vii) all Liabilities arising as a result of the post-Closing operation of the Consumables Business or the Transferred Process Operations or the post-Closing ownership or use by the Buyer and its Subsidiaries of the Transferred Assets; and

(viii) all Liabilities for all earned but unpaid base salary, bonuses, vacation, sick leave and unreimbursed business expenses that are accrued in the ordinary course of business consistent with past practice and reflected on the balance sheet of the Consumables Business or the Process Business, as the case may be, under GAAP as of the Closing Date, and which are not incurred in violation of Section 5.2 and are payable to Closing Date Employees.

The Liabilities assumed by Buyer and/or the Designated Purchaser pursuant to this Section 2.3(a) , along with the Liabilities which shall be assumed by Buyer and/or the Designated Purchaser through the purchase of the Transferred Shares pursuant to Section 2.1 , shall collectively be referred to herein as the “ Assumed Liabilities .”

(b) Neither the Buyer nor any Designated Purchaser shall assume pursuant to this Agreement or the transactions contemplated hereby any Liabilities of the Company or any of its Subsidiaries other than the Assumed Liabilities, and the Company and its Subsidiaries shall retain all such other Liabilities, including:

(i) any claim or Liabilities related to or arising out of the use or ownership of any Excluded Assets;

(ii) Liabilities, whether of the Transferred Subsidiaries or otherwise, to the Company or any other Subsidiary or Affiliate of the Company;

(iii) any Liabilities of the Company and the Transferred Subsidiaries, whether arising prior to, on or after the Closing Date, to the extent arising from or as a result of the conduct of any business of the Company or such Transferred Subsidiaries other than the Consumables Business, other than those expressly contemplated in Section 2.3(a) (iii) through (viii);

(iv) claims or Liabilities arising out of or otherwise with respect to or in connection with the Reorganization;

(v) Liabilities relating to any Consumables Business Employee or Process Business Employee, whether or not arising under or in respect of any Company Plan, other than those expressly assumed by the Buyer and/or the applicable Designated Purchaser as set forth in Section 2.3(a) (viii) and Section 5.9(a);

(vi) any Liability of the Company or any Affiliate (other than the Transferred Subsidiaries) of the Company for Taxes relating to any Pre-Closing Tax Period;

(vii) Liabilities under or relating to Environmental Laws to the extent relating to events or conditions existing as of, or prior to, the Closing Date, other than routine maintenance or similar obligations in the ordinary course of business;

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(viii) any Liability of the Company or its Subsidiaries to any broker, finder or agent, including SG Cowen & Co., LLC, for any investment banking or brokerage fees, finder’s fees or commission with respect to the transactions contemplated by this Agreement;

(ix) any Liability with respect to a claim for personal injury (including wrongful death) and/or property damage arising out of pre-Closing occurrences and based on product liability, strict liability or other similar theories of recovery, whether arising in contract or tort or otherwise;

(x) any Liability with respect to the wrongful discharge claim in France by the Company’s former employee, which employee was an employee of Argonaut Technologies, A.G.;

(xi) any Liability with respect to the mass spectrometer referred to in Section 4.1(f)(1) of the Company Disclosure Schedule;

(xii) any other Liability which the Company has expressly agreed to retain pursuant to the provisions of this Agreement other than this Article II ; and

(xiii) except to the extent expressly set forth in Section 2.3(a) or elsewhere in this Agreement, Liabilities relating to the Acquired Businesses, the Transferred Assets, the Transferred Subsidiaries, the Transferred Shares, the Process Business, the Process Business Employees or the Consumables Business Employees or arising out of the operation or ownership of the Acquired Businesses, the Transferred Subsidiaries or the Transferred Shares or the employment of the Consumables Business Employees or the Process Business Employees, in each case, prior to the Closing Date.

The Liabilities retained by the Company and its Subsidiaries pursuant to this Section 2.3(b) are referred to herein as the “ Excluded Liabilities ”).

2.4 Transfer of Purchased Assets and Assumed Liabilities . The Transferred Assets (other than the properties, assets, rights and claims of the Transferred Subsidiaries which shall be transferred through the purchase of the Transferred Shares pursuant to Section 2.1 ) shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements or other instruments in such form as is necessary to effect a conveyance of the Transferred Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made, and which shall be satisfactory to the Buyer and the Company, to be executed (upon the terms and subject to the conditions hereof) on the Closing Date by the Company and the Buyer or the respective Designated Purchaser, and such other conveyance and assumption documents as may be required in such jurisdictions.

2.5 Procedures for Assets Not Transferable . Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to the Buyer or any Designated Purchaser of any Transferred Asset (but not any Transferred Shares) is

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prohibited by applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers (collectively, “ Consents ”) the Company shall use its, and shall cause its Subsidiaries to use their respective reasonable best efforts to obtain such Consents prior to the Closing and if any such Consents shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery thereof if any of the foregoing would constitute a breach of applicable Law or the rights of any third party; provided , however , that the Closing shall occur notwithstanding the foregoing on the terms set forth herein; provided further , however , that the Company shall not be relieved of its obligation to sell, and the Buyer of its obligation to purchase, such Transferred Assets. Following the Closing, the parties shall use their reasonable best efforts and shall cooperate with each other to obtain promptly such Consents. Pending or in the absence of such Consent, the parties shall use their respective reasonable best efforts to implement an alternative arrangement to permit the Buyer or the respective Designated Purchaser, as the case may be, to realize, receive and enjoy substantially similar rights and the full benefits of such Transferred Asset as if such impediment to assignment or transfer did not exist, and to enable Buyer or the respective Designated Purchaser to conduct the Consumables Business or the Transferred Process Operations, as the case may be, until such Consent is obtained; provided , however , that after Closing, the Company shall, and shall cause its Subsidiaries to, enforce, upon and at the request of the Buyer and for the benefit of the Buyer, any rights of the Company or its Subsidiaries arising with respect to third parties party thereto. If such Consent is obtained, the Company shall, and shall cause its Subsidiaries to, promptly convey, transfer, assign and deliver, or cause to be conveyed, transferred, assigned and delivered, such Transferred Asset to the Buyer or such Designated Purchaser. The provisions of this Section 2.5 shall not in any way limit the Buyer’s rights under this Agreement in the event that the conditions to Closing are not satisfied.

2.6 Payments Post-Closing .

(a) If, following the Closing Date, the Company or any of its Subsidiaries receives any payment or other proceeds any portion of which relates to any Transferred Assets, the Transferred Subsidiaries or otherwise relates to the conduct or operation of the Consumables Business or the Transferred Process Operations, including with respect to any receivables or inventory backlog purchased by the Buyer in the Acquisition, the Company shall, and shall cause its Subsidiaries to, promptly remit to the Buyer the amount of any such payments to the extent relating to the Transferred Assets, the Transferred Subsidiaries or the Consumables Business or the Transferred Process Operations.

(b) If, following the Closing Date, the Buyer or any of its Subsidiaries receives any payment or other proceeds any portion of which relates to any Excluded Assets or otherwise relates to the conduct or operation of the Company and its Subsidiaries other than the Consumables Business or the Transferred Process Operations, the Buyer shall, and shall cause its Subsidiaries to, promptly remit to the Company the amount of any such payments to the extent relating to the Excluded Assets or such other business.

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ARTICLE III

PURCHASE PRICE AND ADJUSTMENTS

3.1 Purchase Price . Subject to any adjustments required pursuant to Sections 3.2 and 3.3 , the aggregate purchase price for the Transferred Shares and the Transferred Assets shall be an amount equal to $21,200,000 (Twenty-One Million, Two Hundred Thousand Dollars) (the “ Purchase Price ”), payable in cash by wire transfer of immediately available funds to an account designated by the Company at least two (2) Business Days prior to Closing.

3.2 Payment of Purchase Price and Estimated Purchase Price Adjustment

(a) Escrow . At the Closing, the Buyer shall pay out of the Purchase Price $2,000,000 (Two Million Dollars) (the “ Escrow Funds ”) to be held in an escrow account in accordance with the terms of the Escrow Agreement to be executed prior to Closing in the form of Exhibit B , $1,000,000 (One Million Dollars) of which Escrow Funds shall be available for the Buyer to satisfy claims under Section 10.1(a) (other than Section 10.1(a)(iv) ) and $1,000,000 (One Million Dollars) of which shall be available to satisfy claims under Section 10.1(a)(iv) , including to make any payment with respect to the UK Tax Liability, if any. In the event that the UK Tax Proceeding is finally resolved, which resolution shall be in accordance with the procedures prescribed by Section 6.1 , within one (1) year of the Closing Date, and the amount paid, if any, with respect thereto is less than $1,000,000 (One Million Dollars), the Buyer shall instruct the escrow agent to (i) pay any amounts owed in respect of the UK Tax Liability to the party to which it is due, (ii) deliver to the Company an amount equal to the excess of $1,000,000 (One Million Dollars) over the amount paid to finally settle and resolve the UK Tax Liability, if any, and (iii) deliver the remaining Escrow Funds, if any, within three (3) Business Days after the date that is one (1) year after the Closing Date (such one (1) year and three (3) Business Day period, as extended by this sentence, the “ Initial Closing Escrow Period ”), except that such period shall be increased, if at all, to the extent that the Buyer has become aware of the assertion of any claim or of the commencement of any Proceeding at law or in equity as to which it is entitled to indemnification hereunder and has notified the Company thereof in accordance with Article X prior to the end of the Closing Escrow Period until such time as all such claims have been finally resolved in accordance with the procedures set forth in the Escrow Agreement. In addition, in the event that the UK Tax Proceeding is not finally resolved within the Initial Closing Escrow Period, in addition to any other Escrow Funds being held by the Escrow Agent with respect to any unresolved claims (other than the UK Tax Proceeding), $1,000,000 of the Escrow Funds shall continue to be held by the escrow agent and be available for the Buyer in respect of the UK Tax Liability until such time as the UK Tax Proceeding is finally resolved in accordance with the procedures prescribed in Section 6.1 . Upon such resolution in accordance with the procedures prescribed in Section 6.1 , and after payment of the Escrow Funds in satisfaction of the UK Tax Liability, if any, and resolution and payment of all other remaining claims, any remaining Escrow Funds shall be distributed to the Company, subject to the terms of the Escrow Agreement.

(b) Estimated Purchase Price Adjustment . No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Buyer a statement (the “ Preliminary Closing Date Net Working Capital Statement ”) setting forth the Company’s good faith

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estimate (the “ Preliminary Closing Date Net Working Capital ”) of (i) the total Inventory of the Consumables Business plus (ii) the total accounts receivable of the Consumables Business minus (ii) the total accounts payable of the Consumables Business, in each case, calculated as of the Closing Date (the “ Closing Date Net Working Capital ”), calculated in accordance with GAAP, the methodology used in preparing the Consumables Business Balance Sheet and Section 3.2(b) of the Company Disclosure Schedule, which shall be certified by the Company’s chief financial officer (for the avoidance of doubt, the accounts receivable and accounts payable of the Consumables Business shall include all such accounts with respect to the Quest, Trident and Nautalis Discontinued Systems, Consumables and Services line of the Consumables Business). In the event that the Buyer does not agree with the Company’s estimate, the Company and the Buyer shall negotiate in good faith to mutually agree as promptly as practicable on an acceptable estimate of the Preliminary Closing Date Net Working Capital Statement. At the Closing, the amount of the Purchase Price that the Buyer shall be required to pay to the Company pursuant to this Agreement shall be adjusted by the difference between the Preliminary Closing Date Net Working Capital and the Target Net Working Capital. If the Preliminary Closing Date Net Working Capital exceeds the Target Net Working Capital, the amount of the Purchase Price paid by the Buyer to the Company at Closing shall be increased dollar-for-dollar by the amount of such excess, and if the Preliminary Closing Date Net Working Capital is less than the Target Net Working Capital, the amount of the Purchase Price paid at the Closing shall be decreased dollar-for-dollar by such shortfall, a portion of which shall be paid to the escrow agent pursuant to paragraph (a) above. The Purchase Price shall thereafter be subject to further adjustment as provided in Section 3.3 .

3.3 Closing Date Net Working Capital Statement; Schedule of Cash and Cash Equivalents; and Actual Adjustment Amount .

(a) No later than sixty (60) days after the Closing Date, the Company shall prepare (i) a balance sheet of the Consumables Business, which balance sheet shall be prepared in accordance with GAAP, the methodology used in preparing the Consumables Business Balance Sheet and Section 3.2(b) of the Company Disclosure Schedule (the “ Closing Statement ”), (ii) a statement of the actual Closing Date Net Working Capital (such statement, as finally determined pursuant to the provisions of this Section 3.3 , the “ Closing Date Net Working Capital Statement ”), which statement shall be prepared in accordance with GAAP, the methodology used in preparing the Consumables Business Balance Sheet and Section 3.2(b) of the Company Disclosure Schedule, (iii) a statement of the actual cash and cash equivalents held by the Transferred Subsidiaries as of the Closing Date (such statement, as finally determined pursuant to the provisions of this Section 3.3 , the “ Closing Date Cash Statement ”), which Closing Date Net Working Capital Statement and Closing Date Cash Statement shall be prepared in accordance with GAAP, the methodology used in preparing the Consumables Business Balance Sheet and Section 3.2(b) of the Company Disclosure Schedule, and derived from the Closing Statement, and (iv) a statement setting forth the aggregate dollar amount of the accounts payable of the Process Business transferred to the Buyer at Closing (the “ Accounts Payable Statement ”). The Buyer shall cooperate with the Company and its accountants to the extent required to enable the Company to prepare the Closing Statement, the Closing Date Net Working Capital Statement, the Closing Date Cash Statement and the Accounts Payable Statement in accordance with this Agreement. In connection with the preparation of the Closing Date Net Working Capital Statement, the Buyer and the Company shall jointly conduct a

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physical inventory count of the Inventory of the Consumables Business (the “ Inventory Count ”), including all raw materials, work-in-process, finished products, supplies, accessories, packaging materials, goods or parts, in each case that are (i) used or held for use principally in the conduct or operation of the Consumables Business by the Company or its Subsidiaries (including the Transferred Subsidiaries) or (ii) in the possession of third parties, commencing at a mutually agreed upon date within ten (10) days prior to the Closing Date and be reconciled to, and completed by, the Closing Date. Any disputes with respect to the Inventory Count shall be submitted to the Independent Accounting Firm in accordance with the provisions of Section 3.3(c) .

(b) The Buyer may dispute the Closing Date Net Working Capital Statement, the Closing Date Cash Statement, the Closing Statement and the Accounts Payable Statement by notifying the Company within thirty (30) days after its receipt thereof. During such 30-day period, and until the Closing Date Net Working Capital Statement, the Closing Date Cash Statement, the Closing Statement and the Accounts Payable Statement are finally determined, employees of the Buyer and its accountants shall be entitled to access to the Company’s and its accountants’ work papers prepared in connection with the Closing Date Net Working Capital Statement, the Closing Date Cash Statement, the Closing Statement and the Accounts Payable Statement and shall be entitled to review and discuss such work papers with the Company and its accountants. Any notice delivered in accordance with this Section 3.3(b) shall specify in reasonable detail the nature of any disagreement so asserted. If the Buyer does not so notify the Company within such period, the Closing Date Net Working Capital Statement, the Closing Date Cash Statement, the Closing Statement and the Accounts Payable Statement shall be final, binding and conclusive on the parties. If the Buyer does so notify the Company, the Buyer and the Company and their respective accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties thereto.

(c) If the Buyer and the Company are unable to reach a resolution with respect to all of the items specified in a notice provided pursuant to Section 3.3(b) within twenty (20) days after receipt by the Company of such notice, then either party may submit the items remaining in dispute for resolution to KPMG LLP, provided that if at such time either party has a conflict with respect to KPMG LLP, the parties shall select another mutually acceptable firm (such firm, the “ Independent Accounting Firm ”), which shall, within twenty (20) days after such submission or such longer period as the Independent Accounting Firm may reasonably require, determine and report to the Buyer and the Company upon such remaining disputed items, and such determination shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Buyer and the Company in such manner that the Buyer shall be responsible for that portion of the fees and expenses equal to such fees and expenses multiplied by a fraction the numerator of which is the aggregate dollar value of disputed items submitted to the Independent Accounting Firm that are resolved against the Buyer (as finally determined by the Independent Accounting Firm) and the denominator of which is the total dollar value of the disputed items so submitted, and the Company shall be responsible for the remainder of such fees and expenses.

(d) Following the determination of the Closing Date Net Working Capital pursuant to this Section 3.3 , (i) if the Closing Date Net Working Capital exceeds the Preliminary

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Closing Date Net Working Capital, (A) the Purchase Price shall be increased dollar-for-dollar by the amount of such surplus (the “ Surplus ”) and (B) the Buyer shall pay to the Company the Surplus, with interest thereon as calculated pursuant to Section 3.3(e) plus the total amount reflected on the Closing Date Cash Statement, (ii) if the Closing Date Net Working Capital is less than the Preliminary Closing Date Net Working Capital, (A) the Purchase Price shall be decreased dollar-for-dollar by such deficiency (the “ Deficiency ”) and (B) (x) if the total amount reflected on the Closing Date Cash Statement is greater than the amount of the Deficiency, the Buyer shall pay to the Company the excess of the total amount reflected on the Closing Date Cash Statement over the Deficiency, or, (y) if the total amount reflected on the Closing Date Cash Statement is less than the amount of the Deficiency, the Company shall pay to the Buyer the excess of the Deficiency over the total amount reflected on the Closing Date Cash Statement, and (iii) if the Closing Date Net Working Capital is the same as the Preliminary Closing Date Net Working Capital, the Buyer shall pay to the Company the total amount reflected on the Closing Date Cash Statement, in each case with interest thereon as calculated pursuant to Section 3.3(e) , in each case, within five (5) Business Days after the Buyer and the Company agree to the Closing Date Net Working Capital and the Closing Date Cash Statement or within five (5) Business Days after the Independent Accounting Firm finally determines the Closing Date Net Working Capital and the Closing Date Cash Statement. In the event the amount of the accounts payable of the Process Business on the Closing Date calculated in accordance with GAAP and as finally determined pursuant to this Section 3.3 is greater than $350,000, the excess over $350,000 shall be subtracted from any amounts owed by the Buyer to the Company pursuant to this Section 3.3(d) or added to any amounts owed by the Company to the Buyer pursuant to this Section 3.3(d) , as the case may be. Any Surplus or Deficiency, as applicable, together with interest thereon, and any payment with respect to the Closing Date Cash Statement payable pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price.

(e) The party making such payment pursuant to Section 3.3(d) , shall pay interest thereon to the other party for the period from the Closing Date to the date of payment at the London Inter-Bank Offer Rate (“ LIBOR ”) for six (6) month deposits in U.S. dollars as quoted on Telerate Page 3750 on the Closing Date. Such payment and interest thereon shall be made by wire transfer in immediately available funds to such account or accounts as are designated in writing by the party entitled to receive such payment no later than the second Business Day prior to the date on which such payment is due.

3.4 Allocation of Purchase Price . The Buyer and the Company agree to allocate the Purchase Price (and any Liabilities assumed hereunder that are properly treated as purchase price) in accordance with the rules under Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Such allocation shall be mutually agreed upon between the parties. The Buyer and the Company agree to act in accordance with the computations and allocations as determined pursuant to this Section 3.4 in any relevant Tax Returns or filings, including any forms or reports required to be filed pursuant to Section 1060 of the Code, the Treasury Regulations promulgated thereunder or any provisions of local, state and foreign law (“ 1060 Forms ”), and to cooperate in the preparation of any 1060 Forms and to file such 1060 Forms in the manner required by applicable law. Any issues with respect to the allocation which have not been finally resolved within 60 days following Closing shall be referred to the Independent Accounting Firm in accordance with the provisions of Section 3.3(c) . Notwithstanding

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the foregoing, the Buyer and the Company shall agree to a tentative allocation of the Purchase Price (and any Assumed Liabilities) between the Transferred Shares, on the one hand, and the Transferred Assets, on the other hand, within 20 days after the Amendment Date, and if the parties cannot mutually agree upon such a tentative allocation, such tentative allocation shall be prepared by the Buyer in good faith.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of the Company . Except as set forth in applicable section of the Company Disclosure Schedule and subject to Section 11.15, the Company hereby represents and warrants to Buyer as follows:

(a) Due Organization . Each of the Company and each of its Subsidiaries is a corporation duly organized, validly existing and, where applicable, in good standing under the laws of the jurisdiction of its organization. Each of the Company and each of its Subsidiaries (i) has all requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted and (ii) is in good standing and is duly qualified to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification necessary, except where the failure to so qualify or be in good standing, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. The copies of the certificate of incorporation and by-laws or similar organizational documents of the Company and the Transferred Subsidiaries which were previously made available to the Buyer, are true, complete and correct copies of such documents as in effect on the date of this Agreement. The register of members of the Transferred Subsidiaries contain accurate records of the members of the Transferred Subsidiaries and the Transferred Subsidiaries have not received any notice of any application or intended application for rectification. The statutory books of the Transferred Subsidiaries and their registers are up to date in all material respects and contain records which are complete and accurate in all material respects of all matters required to be dealt with in such books.

(b) Subsidiaries .

(i) Except for the Transferred Shares, the Company does not own or hold, directly or indirectly, any equity interest of any kind in any Person that owns assets or properties or conducts operations used or held for use in the Consumables Business or the Transferred Process Operations. All of the Transferred Shares and all of the shares of capital stock of the other Transferred Subsidiaries have been duly authorized and validly issued and are fully paid-up and non-assessable, to the extent such terms are applicable, with no personal liability attaching to ownership thereof, and such shares or other securities are owned by the Company or, in the case of the other Transferred Subsidiaries, the Transferred Subsidiary, in each case free and clear of any Lien. Upon consummation of the transactions contemplated hereby, the Buyer and/or the Designated Purchaser will

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acquire good and valid title to the Transferred Shares free and clear of all Liens. Except for this Agreement there are no outstanding options, warrants, stock appreciation rights, rights to subscribe to, calls, rights of first offer, rights of first refusal or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, shares of any capital stock or other equity securities of the Transferred Subsidiaries, and there are no Contracts or other arrangements by which the Transferred Subsidiaries may be or become bound to issue additional shares of its capital stock or other equity securities, or options, warrants or rights to purchase, acquire, subscribe to, calls on, or rights of first offer, rights of first refusal or commitments for, any shares of its capital stock or other equity securities.

(ii) Neither the Company nor any of its Subsidiaries has, owns or controls (of record or beneficially), directly or indirectly, any interest in any other Person, or is a party to or participant in any partnership, joint venture or other similar investment related to the Consumables Business or the Transferred Process Operations. Neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds to or make any investment (whether in the form of a loan, capital contribution or otherwise) in any Person related to the Consumables Business or the Transferred Process Operations.

(iii) The authorized capital stock of the Transferred Subsidiary consists of 500,000 ordinary shares of 100 pence each. At the close of business on February 15, 2005, 179,018 shares were outstanding and no shares were held in treasury. Section 4.1(b)(iii) of the Company Disclosure Schedule sets forth (i) the authorized capital stock of each of the Transferred Subsidiaries (other than the Transferred Subsidiary) and the par value of such shares, to the extent applicable, and (ii) the number of shares of such capital stock outstanding and number of shares held in treasury, in each case, for each of the Transferred Subsidiaries (other than the Transferred Subsidiary) as of February 15, 2005. The Transferred Subsidiary owns all of the shares of capital stock of each of the other Transferred Subsidiaries. There are no outstanding obligations of the Transferred Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Transferred Subsidiaries or pursuant to which the Transferred Subsidiaries is or could be required to register any shares of its capital stock or any other securities under the Securities Act or under any other Laws. No bonds, debentures, notes or other indebtedness having the right to vote, or being convertible into or exercisable or exchangeable for any securities having the right to vote, on any matters on which stockholders may vote (“ Voting Debt ”) of the Transferred Subsidiaries are issued or outstanding.

(c) Authorization and Validity of Agreement . The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate action or proceeding on the part of the Company is or will be necessary for the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (other than the approval of the Acquisition and the

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consummation of the transactions contemplated by this Agreement by the affirmative vote of the holders of a majority of the outstanding stock of the Company entitled to vote thereon (the “ Stockholder Approval ”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the Buyer, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general equity principles (whether considered in a proceeding in equity or at law). The Company’s Board of Directors, by resolutions duly adopted at a meeting duly called and held, has (i) determined that the Acquisition and the transactions contemplated by this Agreement are expedient and in the best interests of the Company and its stockholders and declared the Acquisition and the transactions contemplated by this Agreement advisable, (ii) approved this Agreement and the transactions contemplated by this Agreement, including the Acquisition, and (iii) recommended that the stockholders of the Company approve this Agreement and the consummation of the transactions contemplated hereby and directed that such matter be submitted for consideration by the stockholders of the Company at the meeting of the stockholders to obtain the Stockholder Approval. The only vote of the stockholders of the Company required to approve the Acquisition and the consummation of the transactions contemplated by this Agreement is the Stockholder Approval.

(d) No Conflict . The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, (i) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation, acceleration or increase of any obligation, liability or fee or the loss of a material benefit under, or the creation of a Lien on the Transferred Assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a “ Violation ”) pursuant to, any provision of the certificate of incorporation or by-laws of the Company or any of its Subsidiaries, (ii) result in any Violation of any of the Contracts or any other material contract to which the Company or any of its Subsidiaries is a party, or (iii) result in any Violation of any Licenses and Permits, Order or Law applicable to the Consumables Business, the Transferred Process Operations, the Transferred Assets or the Transferred Subsidiaries or their respective properties, rights or assets or otherwise applicable to the Company, except in the case of clauses (ii) and (iii) for any Violation which, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.

(e) Consents . No consent, approval, Order, Licenses and Permits, or registration, declaration or filing with, or notice to, any Governmental Authority or of, with or from any other Person, is required in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing with the SEC of the Proxy Statement (as defined herein) and the filing with the SEC of such reports and other materials under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, and (ii) such other consents, approvals, Orders, Licenses and Permits, registrations and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to interfere in any material respect with the conduct of the Consumables Business or the Transferred Process Operations as currently conducted.

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(f) Conduct of the Consumables Business and the Transferred Process Operations . Except as expressly contemplated hereby, since September 30, 2004 (or as otherwise indicated in subclause (ii) below) to the date of this Agreement, (i) the Company and its Subsidiaries have conducted the operations of the Consumables Business and the Transferred Process Operations only in the ordinary course of business consistent with past practice, (ii) have not taken any action that would have been prohibited by Section 5.2 if this Agreement had been in effect at the time such action was taken (other than with respect to subclauses (ix) and (xi) (excluding the proviso) in which case the reference date shall be December 31, 2004, and subclause (xxii) which shall not be deemed covered by this representation) and (iii) there has not been any Material Adverse Effect.

(g) Financial Statements; Undisclosed Liabilities .

(i) As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of such filing), all of the reports, prospectuses, registrations statements, proxy and information statements and all other documents required to be filed by the Company with the SEC since January 1, 2002 (including all exhibits and schedules thereto and documents incorporated by reference therein, the “ Company SEC Documents ”) complied as to form in all material respects with the applicable requirements of the Securities Act, the 1934 Act and the Sarbanes-Oxley Act of 2002 and the related rules and regulations promulgated thereunder, as the case may be, and none of the Company SEC Documents when filed contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(ii) Section 4.1(g)(i) of the Company Disclosure Schedule contains a true and complete copy of the (A) unaudited Consumables Business Balance Sheet and (B) the Argonaut Technologies, Inc. Worldwide 2004 Unaudited Revenue Split Statement (collectively, the “ Financial Statements ” ) . The Financial Statements present fairly, in all material respects, on a pro forma basis, the financial condition and results of operations of the Consumables Business as of the respective dates and for the respective periods indicated therein. The Financial Statements were prepared from, and are in accordance with, the Books and Records of the Consumables Business and using the same methodologies and principles as used to prepare the financial statement filed by the Company with the SEC, except as expressly stated therein. The Financial Statements have been prepared based on management’s good faith belief of the results, and/or financial position, of the Consumables Business.

(iii) All of the Liabilities reflected on the Consumables Business Balance Sheet are related to the Consumables Business and arose out of or were incurred in the ordinary course of business. Except (i) to the extent reflected or reserved against in the Consumables Business Balance Sheet, or (ii) for Liabilities that are incurred after the date of the Consumables Business Balance Sheet in the ordinary course of business, there are no material Liabilities or other obligations of any nature whatsoever relating to the Consumables Business.

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(iv) The Accounts of the Transferred Subsidiaries incorporated in England and Wales:

(A) have been prepared in accordance with the generally accepted accounting practice commonly adopted by companies carrying on businesses similar to those carried on by such Transferred Subsidiaries in the United Kingdom as of the Accounts Date;

(B) show a true and fair view of the state of affairs of such Transferred Subsidiaries as of the Accounts Date and of their respective profits or losses for the accounting reference period ended on that date;

(C) comply with the requirements of the United Kingdom Companies Act 1985, as amended; and

(D) (except as the Accounts expressly disclose) are prepared using estimation techniques and accounting policies which are the same in all material respects as those adopted in preparing the Previous Accounts.

(v) Since the Accounts Date apart from the dividends provided for in the Accounts, no dividend or other distribution has been declared, paid or made by the Transferred Subsidiaries incorporated in England and Wales.

(vi) Section 4.1(g)(vi) of the Company Disclosure Schedule contains a true and complete copy of the unaudited balance sheet of the Process Business dated as of December 31, 2004 (the “ Process Business Balance Sheet ”). The Process Business Balance Sheet presents fairly, in all material respects, on a pro forma basis, the financial condition of the Process Business as of the respective dates and for the respective periods indicated therein. The Process Business Balance Sheet was prepared from, and is in accordance with, the Books and Records of the Process Business using the same methodologies and principles as used to prepare the financial statement filed by the Company with the SEC, except as expressly stated therein. The Process Business Balance Sheet has been prepared based on management’s good faith belief of the results, and/or financial position, of the Process Business.

(h) Takeover Statutes . The Company has taken all corporate action necessary to render inapplicable to this Agreement and the transactions contemplated hereby the restrictions on business combinations set forth in Section 203 of the DGCL and any similar Laws.

(i) Properties .

(i) The Owned Real Property is all of the real property legally and beneficially owned by the Company or any of its Subsidiaries and used in connection with the Consumables Business (other than the real property located at Tir-Y-Berth Industrial Estate, New Road, Hengoed, Wales) and neither the Company nor any Transferred Subsidiary has any estate, right, interest or Liability in any other land. The Company or one of the Transferred Subsidiaries has good, marketable and insurable fee simple title to the Owned Real Property, free and clear of all Liens other than Permitted Liens. The existing use of each parcel of Owned Real Property is the lawful use. Neither the

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Company nor the Transferred Subsidiaries has disposed of, or taken any steps to dispose of, the Owned Real Property and are not under any commitment to dispose of it in whole or in part. All certificates of occupancy, permits, licenses, approval and authorizations (collectively, the “ Real Property Permits ”) of all Governmental Authorities having jurisdiction over the Owned Real Property or any portion thereof have been obtained and are in full force and effect to operate and occupy such Owned Real Property, except to the extent the absence or invalidity of any Real Property Permit does not materially and adversely affect the value or operation and occupancy of such Owned Real Property. As of the date hereof, neither the Company nor the Transferred Subsidiaries has received any written notice from any Governmental Authority having jurisdiction over any of the Owned Real Property suspending, revoking or canceling any Real Property Permit, or modifying any Real Property Permit in a manner which materially and adversely affects the operation of the Consumables Business or the occupancy of the Owned Real Property. As of the date hereof, there are no disputes, actions or orders pending, or to the Knowledge of the Company, threatened against or relating to the condemnation, use, occupation or condition of the Owned Real Property (whether contingent or otherwise), or any portion thereof.

(ii) Section 4.1(i)(ii) of the Company Disclosure Schedule contains a complete and accurate list of (A) all real property leased by the Company and its Subsidiaries in connection with the operation of the Consumables Business, (B) all real property leased by the Company and its Subsidiaries in connection with the operation of the Process Business and (C) the agreements under which such real property is leased (the “ Leases ”). Except as, individually or in the aggregate, has not had, and would not reasonably be expected to interfere in any material respect with the conduct of the Consumables Business, (A) each Lease has been executed and is in full force and effect, (B) none of the Company or any of its Subsidiaries is in breach or default in any respect under any such Lease, and, to the Knowledge of the Company, no event has occurred which, with notice or lapse of time or both, would constitute such a material breach or default of such Lease, (C) each Lease will continue to be binding in accordance with its terms immediately following the Closing, except those Leases which would no longer be binding as a result of actions that are taken by the Buyer or its Affiliates, and (D) to the Knowledge of the Company, no party to such Lease is in breach or default under such Lease or has repudiated any material provision thereof.

(iii) Where necessary, (A) all titled deeds are either (1) fully stamped with ad valorem stamp duty and a particulars delivered stamp or (2) accompanied by a valid certificate from the Inland Revenue evidencing submission of a land transaction return and (B) all documents of title include the consents for the grant of the Leases.

(j) Title to Transferred Assets; Sufficiency of Assets . The Company or one of the Transferred Subsidiaries has good, valid and marketable title, of record and beneficially, to all of the Transferred Assets and at the Closing will transfer and deliver to the Buyer and/or the respective Designated Purchaser legal and valid title to the Transferred Assets, free and clear of all Liens, other than Permitted Liens. The Transferred Assets constitute all of the assets necessary for the Buyer (i) to conduct the Consumables Business in the manner in which it is currently being conducted and (ii) to satisfy the Liabilities it is assuming relating to the Process

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Business in due course. All of the machinery, equipment and other tangible assets included in the Transferred Assets are in good and usable condition, ordinary wear and tear excepted, have been maintained in accordance with normal industry practice and are otherwise suitable for the purposes for which they are currently used.

(k) Taxes .

(i) All material Tax Returns required to be filed by each of the Transferred Subsidiaries or in connection with the Acquired Businesses have been timely filed. All material Taxes required to be paid (whether or not shown to be due on such Tax Returns) by each of the Transferred Subsidiaries or in connection with the Acquired Businesses have been timely paid. All such Tax Returns are true, correct and complete in all material respects.

(ii) There is no material Proceeding, investigation, audit or examination proposed in writing or currently ongoing against or with respect to any of the Transferred Subsidiaries or in connection with the Acquired Businesses in respect of any Tax. No deficiencies for any Taxes have been proposed, asserted or assessed against any of the Transferred Subsidiaries or in connection with the Acquired Businesses.

(iii) All Taxes required to have been withheld by each of the Transferred Subsidiaries or in connection with the Acquired Businesses have been withheld and paid over to the proper Governmental Authority.

(iv) There are no material Liens for Taxes upon any property or assets of any of the Transferred Subsidiaries or the Acquired Businesses (other than for Taxes not yet due and payable).

(v) None of the Transferred Subsidiaries has any material liability for the Taxes of any Person (other than the Transferred Subsidiaries) including (A) under section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), (B) as a transferee or successor or (C) by Contract.

(vi) None of the Transferred Subsidiaries is a party to, is bound by or has any obligation under, any tax sharing agreement or similar Contract or any agreement that obligates it to make any payment computed by reference to the taxes, taxable income or taxable losses of any other Person.

(vii) None of the Transferred Subsidiaries have within the last six (6) years acquired any asset from any other company (other than another of the Transferred Subsidiaries) which was, at the time of such acquisition, a member of the same group of companies as the relevant Transferred Subsidiary for the purposes of any Tax.

(viii) No liability for Taxes or deficit for any Tax purposes would arise for any of the Transferred Subsidiaries from the loan relationships to which the relevant Transferred Subsidiary is party being repaid to the extent of the amounts shown in respect of such loan relationships in the books of the relevant Transferred Subsidiary as of the date hereof.

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(ix) Each of the Transferred Subsidiary and International Sorbent Technology Limited is a registered and taxable person for the purposes of the United Kingdom Value Added Tax Act 1994 and neither is nor has ever been treated for such purposes as a member of a group for the purposes of United Kingdom value added tax.

(x) All documents in the possession or under the control of the Transferred Subsidiaries or to the production of which any of the Transferred Subsidiaries are entitled which are necessary to establish title to any asset or to effect registration in respect of the holding of an asset or to produce the relevant instrument as evidence in civil proceedings or in a hearing before an arbitrator or referee and which, in the United Kingdom or elsewhere, attract either stamp duty or transfer Tax or require to be stamped with a particular stamp denoting that no duty is chargeable or that the document has been produced to the appropriate authority, have been properly stamped or the transfer Tax duly paid and there are no circumstances in which any of the Transferred Subsidiaries will or may after Closing be liable to pay an amount of United Kingdom stamp duty land tax, submit a United Kingdom stamp duty land transaction return or a United Kingdom stamp duty land tax self certificate in respect of any transaction entered into or action taken prior to Closing.

(xi) None of the Transferred Subsidiaries is liable to Tax in any jurisdiction other than the jurisdiction in which it is incorporated, and none of the Transferred Subsidiaries or the Company has or has ever had a permanent establishment in a jurisdiction other than the jurisdiction of its incorporation.

(l) Legal Proceedings . There are no Proceedings which are pending or, to the Knowledge of the Company, threatened against, affecting or involving the Company, the Consumables Business, the Process Business, any of the Transferred Assets or any of the Transferred Subsidiaries or challenging the validity of this Agreement or any of the transactions contemplated hereby which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries nor any of their respective properties is or are subject to any Order affecting or involving the Consumables Business, the Process Business or the Transferred Assets, except for those that, individually or in the aggregate, would not reasonably be expected to interfere in any material respect with the conduct of the Consumables Business or the Transferred Process Operations as currently conducted or the use of the Transferred Assets. There are no formal or informal SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations or material whistle-blower complaints pending, or to the Knowledge of the Company with respect to SEC or other governmental inquiries or investigations, threatened, relating to, affecting or involving the Consumables Business, the Process Business or the Transferred Assets, including the Transferred Subsidiaries.

(m) Licenses and Permits; Compliance with Laws . Except (other than in the case of clauses (i) and (ii) below) as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect:

(i) the Company or the Transferred Subsidiaries owns or possess all material Licenses and Permits, and have made all filings, applications and registrations with all Governmental Authorities (including all authorizations required by the Drug

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Enforcement Administration and under the Federal Food, Drug and Cosmetic Act, the regulations of the United States Food and Drug Administration and Environmental Laws and all other similar Laws in other applicable jurisdictions) and all such Licenses and Permits are in full force and effect;

(ii) no loss of any such material Licenses and Permits is pending in any Proceeding or, to the Knowledge of the Company, has been threatened by a Governmental Authority, except for normal expirations in accordance with the terms thereof or applicable Law and all such Licenses and Permits may be transferred to the Buyer or its Subsidiaries;

(iii) the Company and each of the Transferred Subsidiaries have complied with (A) all terms and conditions of all Licenses and Permits and (B) all Laws applicable to the operation of each of the Consumables Business and the Process Business and ownership or use of the Transferred Assets, and it has not received any written notice of any pending Proceeding alleging facts which, if true, would constitute a failure to comply with either (A) or (B) of this Section 4.1(m)(iii) ;

(iv) there are no (A) unresolved violations, criticisms or exceptions noted by any Governmental Authority in any report, comment letter or other written statement relating to or based on any examinations of the Consumables Business, the Process Business, the Transferred Subsidiaries or, with respect to the Consumables Business, the Process Business and the Transferred Assets, the Company or its Subsidiaries or (B) written agreements, memoranda of understanding, commitment letters or similar undertakings to which the Consumables Business, the Process Business, the Transferred Subsidiaries or, with respect to the Consumables Business, the Process Business and the Transferred Assets, the Company or its Subsidiaries is a party, or Orders from, or any resolution adopted at the request of, any Governmental Authority; and

(v) to the Knowledge of the Company, each third party at any time engaged in the testing, manufacturing, storage, packaging, labeling, sale or distribution of a product on behalf of the Consumables Business, the Process Business, the Transferred Subsidiaries or, with respect to the Consumables Business, the Process Business and the Transferred Assets, the Company or its Subsidiaries has been, in compliance with all applicable Laws and Licenses and Permits which have jurisdiction over the products being tested, manufactured, stored, packaged, labeled, sold or distributed on behalf of the Consumables Business, the Process Business, the Transferred Subsidiaries or, with respect to the Consumables Business, the Process Business and the Transferred Assets, the Company or its Subsidiaries; provided , that with respect to this Section 4.1(m)(v) , the term “Knowledge of the Company” shall mean, with respect to any such matter, the actual knowledge, without due inquiry, of the individuals listed in Section 1.1(i) of the Company Disclosure Schedule.

(n) Environmental Matters . Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect:

(i) The Company, its Subsidiaries, the Consumables Business and the Process Business have complied with all Environmental Laws and, to the Knowledge of

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the Company, there is no condition that would, individually or in the aggregate, reasonably be expected to prevent or interfere with compliance with all Environmental Laws (in effect on the date hereof) in the future;

(ii) the Transferred Real Property and all property operated by the Company or any of its Subsidiaries or otherwise owned, used, occupied or operated in connection with the Consumables Business or the Process Business (including soils, groundwater, surface water, buildings, equipment or other structures or facilities) do not contain and are not contaminated with any Hazardous Substance and no foreseen or proposed alterations or improvements are required within three (3) years from the date hereof in relation to such properties in order to maintain compliance with Environmental Laws;

(iii) the properties formerly owned or operated by the Company or any of its Subsidiaries or otherwise owned or operated in connection with the Consumables Business or the Process Business were not contaminated with any Hazardous Substance during the period of ownership or operation by the Company or any of its Subsidiaries;

(iv) neither the Company nor any of its Subsidiaries is subject to liability for any Hazardous Substance disposal or contamination on any third party property under Environmental Laws;

(v) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information indicating that the Company, any of its Subsidiaries, the Consumables Business or the Process Business may be in violation of or subject to liability under any Environmental law;

(vi) neither the Company nor any of its Subsidiaries is subject or a party to any indemnity or other agreement with any third party relating to any Environmental Law or Hazardous Substances; and

(vii) there are no other circumstances or conditions involving the Company, any of its Subsidiaries, the Consumables Business or the Process Business that could be reasonably likely to result in any claims, liability, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries used or held for use in the conduct or operation of the Acquired Businesses pursuant to any Environmental Law.

(o) Employee Benefit Plans .

(i) Section 4.1(o)(i) of the Company Disclosure Schedule contains a true and complete list of each “employee benefit plan” (within the meaning of Section 3(3) of ERISA), including “multiemployer plans” within the meaning of Section 3(37) of ERISA), and all stock purchase, stock option, severance, employment, consulting, independent contractor, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, pensions, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in

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effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise), under which (A) any Consumables Business Employee or Process Business Employee has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or its Affiliates or (B) any of the Transferred Subsidiaries has had or has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “ Company Plans ”.

(ii) With respect to each Company Plan, the Company has provided or made available to the Buyer with a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (A) any related trust agreement or other funding instrument, (B) the most recent determination letter, if applicable, (C) any summary plan description and other written communications (or a description of any oral communications) by the Company or its Affiliates to the Consumables Business Employees or Process Business Employee concerning the extent of the benefits provided under a Company Plan, and (D) to the extent applicable, for the most recent year, audited financial statements and actuarial valuation reports.

(iii) (A) no event has occurred and no condition exists that would subject the Company or its Subsidiaries, either directly or by reason of their affiliation with any member of their “Controlled Group” (defined as any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code), to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws for which any of the Transferred Subsidiaries, Buyer or any Designated Purchaser would reasonably be expected to be liable, and (B) no Company Plan is subject to Title IV of ERISA.

(iv) With respect to any Company Plan, no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Internal Revenue Service, Inland Revenue or other Governmental Authority are pending, threatened or in progress which, in any such case, individually or in the aggregate, could reasonably be expected to result in a material liability to any of the Transferred Subsidiaries, Buyer or any Designated Purchaser.

(v) No Company Plan exists that, as a result of the execution of this Agreement, the Stockholder Approval, or the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event(s)), could: (A) result in any bonus payment, any severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement, (B) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Company Plans, or (C) limit or restrict the right of any of the Transferred Subsidiaries or Buyer to merge, amend or terminate any of the Company Plans.

(vi) No Company Plan is maintained outside the jurisdiction of the United States, or covers any employee residing or working outside the United States (any

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such Company Plan, a “ Foreign Benefit Plan ”). With respect to any Foreign Benefit Plans, (A) all Foreign Benefit Plans have been established, maintained and administered in compliance in all material respects with their terms and all applicable statutes, laws, ordinances, rules, orders, decrees, judgments, writs, and regulations of any controlling Governmental Authority, (B) all Foreign Benefit Plans that are required to be funded are fully funded, and with respect to all other Foreign Benefit Plans, adequate reserves therefore have been established on the Closing Statement, and (C) no material liability or obligation of the Company or its Subsidiaries exists with respect to such Foreign Benefit Plans that has not been disclosed on Section 4.1(o)(vi) of the Company Disclosure Schedule.

(vii) Other than the Group Personal Pension Plan administered by Standard Life, no agreement or arrangement exists for the provision by the Transferred Subsidiaries of any relevant benefits (as defined in section 612(1) of the Income and Corporation Taxes Act 1988 of the United Kingdom Parliament, with the omission of the exception in that definition) for any officer or employee or former officer or employee of the Consumables Business or for Process Business Employee or any dependant of any of such persons and the Transferred Subsidiaries have never participated in any agreement or arrangements providing such relevant benefits (as defined above).

(p) Labor Matters .

(i) Neither the Company nor any of its Subsidiaries is a party to any U.S. or non-U.S. collective bargaining agreement or other labor union contract (or is subject to any statutory scheme of similar import) applicable to all or any of the Consumables Business Employees or Process Business Employees, nor, to the Knowledge of the Company, are there any activities or proceedings of any labor union to organize any Consumables Business Employees or Process Business Employees.

(ii) The Company and its Subsidiaries are, with respec