ASS ET PURCHASE AGREEMENT

1.   Definitions .

1.1.   Definitions .  The following terms, as used herein, have the following meanings:

(a)   “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such other Person.

(b)   “ Bankruptcy Code ” means Title 11 of the United States Code (11 U.S.C. §101 et seq .), as amended.

(c)   “ Business Day ” means a day other than Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia are authorized or required by law to close.

(d)   “ Claim ” means a “claim" as defined in Section 101 of the Bankruptcy Code.

(e)   “ Closing Date ” means the date of the Closing.

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

(g)   " Confidentiality Agreement " means the Confidentiality Agreement dated November 12, 2008, executed by or on behalf of Purchaser and Seller.

(h)   “ Cure Costs ” means all amounts that must be paid and all obligations that otherwise must be satisfied, including pursuant to Sections 365(b)(1) (A) and (B) of the Bankruptcy Code, in connection with the assumption and/or assignment of the Assumed Contracts, Chapter 11 Licenses and Intellectual Property Rights to Purchaser as provided herein.

(i)   “ Intellectual Property Right ” means any trademark, service mark, trade name, invention (whether patented or not), U.S. or foreign patent, pending patent application in the U.S. or foreign jurisdictions, any continuation, divisional or equivalent thereof, trade secret, copyright, know-how (including any registrations or applications for registration of any of the foregoing), license agreement (to the extent such license agreement is transferable) or any other similar type of proprietary intellectual property right owned by, subject to assignment to, or controlled by Seller.

(j)   “ Knowledge of Seller ” or any other similar knowledge qualification in this Agreement means all facts actually known by the following individuals:  Joseph M. Gaynor, Jr., Mark P. Colonnese and Russell M. Medford.

(k)   “ Lien ” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest or other encumbrance in respect of such property or asset.

(l)   “ Material Adverse Effect ” means a material adverse effect on the Business and the Purchased Assets, taken as a whole, excluding any such effect to the extent resulting from or arising in connection with (i) the Transactions or the public announcement thereof, (ii) changes or conditions affecting the industry generally in which Seller operates, (iii) changes in economic, regulatory or political conditions generally, (iv) changes resulting from the commencement or continuation of the Bankruptcy Case, (v) actions taken by the Seller pursuant to (or as contemplated by) orders entered by the Bankruptcy Court in the Bankruptcy Case, or (vi) changes or conditions affecting the availability, terms or pricing of credit or equity financing.

(m)   “ Permitted Liens ” means Liens for Taxes, assessments and similar charges that are not yet due or are being contested in good faith.

(n)   “ Person ” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

(o)   “ Petition Date ” means October 15, 2008.

(p)   “ Pre-Closing Tax Period ” means (i) any Tax period ending on or before the Closing Date, and (ii) with respect to a Tax period that commences before but ends after the Closing Date, the portion of such period up to and including the Closing Date.

(q)   “ Property Taxes ” means all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets for any Taxable period.

(r)   “ Tax ” means (i) any tax, governmental fee or other like assessment or charge of any kind whatsoever (including withholding on amounts paid to or by any Person), together with any interest, penalty, addition to tax or additional amount imposed by any governmental authority (a “ Taxing Authority ”) responsible for the imposition of any such tax (domestic or foreign), or (ii) liability for the payment of any amounts of the type described in (i) as a result of being party to any agreement or any express or implied obligation to indemnify any other Person.

1.2.   Cross References .  Each of the following terms is defined in the Section set forth opposite such term:

2.   Purchase and Sale

2.1.               Purchase and Sale .  Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller agrees to sell, transfer and deliver to Purchaser, and Purchaser agrees to purchase, acquire and accept from Seller, all right, title and interest of Seller as of the Closing Date in and to the following assets, properties and rights (the “ Purchased Assets ”), to the extent owned, held or primarily used in the conduct of the Business, free and clear of all Liens and Claims (other than Permitted Liens and the Assumed Liabilities) and to the extent that such assets are not excluded pursuant to Section 2.2 :

(a)   all inventory (including raw materials, work in process, and finished goods) and supplies, including all experimental drug products, placebos, comparator drug products, retained plasma samples, and stability samples (collectively, the “ Inventory ”);

(b)   all contracts, agreements, leases, commitments, and orders of Seller, in each case executed or entered into after the Petition Date and all contracts, agreements, leases, commitments, and orders of Seller entered into from and after the date of this Agreement and prior to Closing and, in each case, including those that are set forth on Schedule 2.1(b) (collectively, the “ Post-Petition Contracts ”);

(c)   the executory contracts and unexpired leases of Seller that were executed or entered into on or prior to the Petition Date and that are set forth on Schedule 2.1(c) (the “ Chapter 11 Contracts ”; the Post-Petition Contracts and the Chapter 11 Contracts are referred to collectively as the “ Assumed Contracts ”);

(d)   all transferable licenses, permits or other governmental authorizations of Seller (“ Chapter 11 Licenses ”);

(e)   except as provided in Section 2.2(i), all accounts receivable (the “ Accounts Receivable ”);

(f)   all machinery, equipment (including computer and office equipment, office supplies and laboratory equipment), furniture, furnishings, and other items of tangible personal property, including the items listed on Schedule 2.1(f) ;

(g)   all Intellectual Property Rights, including the items listed on Schedule 2.1(g) (the " Acquired Intellectual Property Rights ");

(h)   all research and development records and reports, product stability protocols and data, clinical protocols, case report forms (including case report forms for individual patients), statistical plans, clinical study reports and analyses, regulatory records, investigational new drug (ind) application documentation, correspondence with investigators and regulators, and related materials;

(i)   all books, records, files and papers of Seller relating to the Business or the Purchased Assets, excluding employee records of Seller's employees that are not Transferred Employees; and

(j)   except as provided in Section 2.2(b) , all insurance claims arising from or relating to the Purchased Assets prior to the Closing Date, and all claims of Seller against third parties relating to the Purchased Assets, whether choate or inchoate, known or unknown, contingent or non contingent.

2.2.   Excluded Assets .  Notwithstanding any other provision of this Agreement to the contrary, the Purchased Assets shall not include any assets, properties or rights not specifically identified in Section 2.1, including the following (the “ Excluded Assets ”):

(a)   all of Seller’s cash and cash equivalents on hand (including all undeposited checks) and in banks or other financial institutions and all of Seller’s short-term investments, including commercial paper, corporate notes and government agency notes;

(b)   all preference claims, fraudulent transfer claims, avoidance actions or other causes of action, whether arising under the Bankruptcy Code or otherwise, and the proceeds thereof, including actions available to Sellers under Section 510 or under any of Sections 542 through 553 of the Bankruptcy Code, of whatever kind or nature, and whether asserted or unasserted;

(c)   the minute books and organizational documents of Seller;

(d)   any unexpired lease or executory contract that is identified on Schedule 2.2(d) or that is not identified in this Agreement as an Assumed Contract;

(e)   all insurance policies relating to the Business and all claims arising under such policies prior to the Closing, and all credits, premium refunds, proceeds, causes of action or rights thereunder, in each case, other than those claims arising prior to Closing that arise from or relate to the Purchased Assets;

(f)   all rights of Seller arising under this Agreement or in connection with the Transactions;

(g)   any Purchased Asset sold or otherwise disposed of pursuant to Section 5.1(b) prior to the Closing Date;

(h)   any Tax refund or reimbursement due to Seller or its Affiliates and relating to the Business;

(i)   all accounts, notes and other receivables and amounts owed to the Seller by any one or more of Seller’s Affiliates or employees;

(j)   all utility deposits, security deposits and other deposits of any kind or nature whatsoever;

(k)   all fixtures currently owned or leased by Seller; and

(l)   Employee records of any Seller employee who is not a Transferred Employee.

2.3.   Assumed Liabilities .  Upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the time of the Closing, to assume, pay, perform and discharge, promptly when payment or performance is due or required, the following liabilities and obligations of Seller or the Business (the “ Assumed Liabilities ”):

(a)   all liabilities and obligations of Seller related to or arising under the Assumed Contracts, Chapter 11 Licenses and Intellectual Property Rights from and after the Closing;

(b)   all Cure Costs;

(c)   all Apportioned Obligations of Purchaser;

(d)   any and all costs and expenses necessary in connection with providing “adequate assurance of future performance” with respect to the Assumed Contracts (as contemplated by Section 365 of the Bankruptcy Code);

(e)   all Transfer Taxes; and

(f)   all liabilities relating to or arising from the operation of the Business or the ownership of the Purchased Assets by Purchaser from and after the Closing, including all amounts due and owing to foreign patent agents with respect to services provided from and after the Closing.

2.4.   Excluded Liabilities .  Notwithstanding any other provision of this Agreement to the contrary, Purchaser is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller of whatever nature, whether presently in existence or arising hereafter.  All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the “ Excluded Liabilities ”).

2.5.   Assignment of Contracts and Rights .

(a)   To the maximum extent permitted by the Bankruptcy Code, the Assumed Contracts and Intellectual Property Rights shall be assumed by Seller and assigned to Purchaser at the Closing pursuant to Sections 105, 363 and/or 365 of the Bankruptcy Code.  Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted assignment, without the consent of a third party, would constitute a breach or in any way adversely affect the rights of Purchaser or Seller thereunder.

(b)   If required by applicable law or the terms thereof to validly assign any Assumed Contract or Intellectual Property Right without breach or violation thereof, Seller agrees to use commercially reasonable efforts to obtain the consent of each other party to any such Assumed Contract or Intellectual Property Right prior to the Closing; provided, however, that no modification of any such Assumed Contract or Intellectual Property Right shall be made without Purchaser's prior written consent and the form of the consent to assignment shall be subject to the prior written approval of Purchaser (which shall not be withheld unreasonably).

(c)   If there are any Required Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Assumed Contract or Intellectual Property Right as to which such Required Consent was not obtained (or otherwise are not in full force and effect) (each, a " Restricted Purchased Asset "), Purchaser may, but shall not be required to, waive the closing conditions as to any such Required Consent and either:  (i) elect to have Seller continue to use its commercially reasonable efforts to obtain the Required Consent; or (ii) elect to have Seller retain that Restricted Purchased Asset and all liabilities arising therefrom or relating thereto (without any adjustment to the Purchase Price).  If Purchaser elects to have Seller continue its commercially reasonable efforts to obtain any Required Consent and the Closing occurs, notwithstanding this Agreement, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the

2.6.               Purchase Price; Allocation of Purchase Price .

(a)   In addition to the assumption of the Assumed Liabilities, in consideration for the sale, transfer and delivery of the Purchased Assets, at the Closing, Purchaser shall deliver to Seller Two Million Dollars ($2,000,000.00) (the “ Purchase Price ”) by wire transfer of immediately available federal funds to a bank account (or accounts) as shall be designated in writing no later than one (1) day prior to the Closing Date by Seller to Purchaser, which amount shall be reduced by the amount of the Good Faith Deposit disbursed to Seller as a credit against the Purchase Price in accordance with Section 2.7(b)(i).

(b)   Purchaser and Seller agree that the Purchase Price, applicable Assumed Liabilities and other relevant items shall be allocated in accordance with Section 1060 of the Code and the regulations thereunder and Schedule 2.6 hereof (such schedule to be determined jointly by Purchaser and Seller prior to Closing).  Purchaser and Seller each agrees to provide the other promptly with any other information required to complete Schedule 2.6 .  Such allocation shall be binding on Purchaser and Seller for all purposes including the reporting of gain or loss and determination of basis for income tax purposes, and each of the parties hereto agrees that it will file a statement (on IRS Form 8594 or other applicable form) setting forth such allocation with its federal and applicable state income tax returns and will also file such further information or take such further actions as may be necessary to comply with the Treasury Regulations that have been promulgated pursuant to Section 1060 of the Code and similar applicable state laws and regulations.

2.7.               Good Faith Deposit .

(a)   Simultaneously with the execution of this Agreement, Purchaser shall deposit with Seller’s Counsel cash in immediately available federal funds by wire transfer to an account or accounts designated by Seller’s Counsel, an amount equal to Two Hundred Thousand Dollars ($200,000.00) (the “ Good Faith Deposit ”), to be held in escrow by Seller's Counsel in a non-interest bearing account until applied as provided in Section 2.7(b).

(b)   Seller's Counsel shall deliver the Good Faith Deposit to the Seller only upon the happening of any of the following:  (i) at the Closing as a credit against the Purchase Price, or (ii) upon the termination of this Agreement pursuant to Section 12.1(h) by Seller due to any of the conditions of Section 10.3 not being satisfied.  Seller's Counsel shall return the Good Faith Deposit to Purchaser if the Agreement is terminated pursuant to Sections 12.1(a), (b), (c), (d), (e), (f) or (i), or if the Agreement is terminated pursuant to Section 12.1(g) by Purchaser due to any of the conditions of Section 10.2 not being satisfied.

2.8.               Closing .  Subject to the satisfaction of the conditions set forth in Section 10 (other than those requiring a delivery, or the taking of other action, at the Closing), the closing (the “ Closing ”) of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities shall take place at the offices of King & Spalding LLP, 1180 Peachtree Street, Atlanta, Georgia, on the third (3 ^rd ) Business Day following entry of the Sale Order or at such other time or place as Purchaser and Seller may agree.  The Closing shall be effective at 12:01 a.m. (local time in Atlanta, Georgia) on the Closing Date.

2.9.   Deliveries by Seller .  At the Closing, Seller will deliver or cause to be delivered to Purchaser (unless delivered previously) the following:

(a)   a Bill of Sale, Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A (the “ Assignment and Assumption Agreement ”), duly executed by Seller;

(b)   a recordable assignment of all patents and patent applications that constitute Acquired Intellectual Property Rights, duly executed by Seller;

(c)   a copy of the Sale Order, certified by the clerk of the Bankruptcy Court;

(d)   a copy of each Required Consent;

(e)   a certificate duly executed by the Seller certifying as to the matters set forth in Section 10.2;

(f)   a certificate duly executed by Seller acknowledging delivery by Purchaser of the items set forth in Section 2.10;

(g)   evidence of the releases of any and all Liens on the Purchased Assets (other than Permitted Liens and Assumed Liabilities), each in form and substance satisfactory to Purchaser in its reasonable discretion; and

(h)   all other documents, instruments and writings reasonably requested by Purchaser to be delivered by Seller at or prior to the Closing pursuant to this Agreement.

2.10.   Deliveries by Purchaser .  At the Closing, Purchaser will deliver or cause to be delivered to Seller (unless previously delivered) the following:

(a)   the Purchase Price less the Good Faith Deposit;

(b)   the Assignment and Assumption Agreement, duly executed by Purchaser;

(c)   a Certificate of Good Standing of Purchaser issued by the Secretary of State of the State of Delaware dated within thirty (30) calendar days of the Closing Date;

(d)   a copy of resolutions adopted by the manager of Purchaser authorizing and approving the execution and delivery of this Agreement and all agreements and other documents and instruments contemplated hereby and thereby and the consummation of the transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect as of the Closing Date by the Secretary of Purchaser;

(e)   a copy of the certificate of formation of Purchaser, including all amendments thereto, certified by the Secretary of State of the State of Delaware dated as of a date within thirty (30) days of Closing and certified as true, complete and correct and in full force and effect as of the Closing Date by the Secretary of Purchaser, and a copy of the limited liability company agreement of Purchaser, including all amendments thereto, certified as true, complete and correct and in full force and effect as of the Closing Date by the Secretary of Purchaser;

(f)   a certificate duly executed by the Secretary of Purchaser certifying as to the matters set forth in Section 10.3;

(g)   a certificate duly executed by Purchaser acknowledging delivery by Seller of the items set forth in Section 2.9; and

(h)   all other documents, instruments and writings reasonably requested by Seller to be delivered by Purchaser at or prior to the Closing pursuant to this Agreement.

3.   R epresentations and Warranties of Seller .  Subject to the terms, conditions and limitations set forth in this Agreement, Seller hereby represents and warrants to Purchaser as follows:

3.1.   Organization .  Seller is a corporation validly existing under the laws of the State of Georgia, and Seller has the corporate power and authority to own, lease and operate the Purchased Assets and to carry on in all material respects the Business as now being conducted.

3.2.   Corporate Authorization .  The execution, delivery and performance by Seller of this Agreement and the consummation of the Transactions are within Seller’s corporate powers and have been duly authorized by all necessary action on the part of Seller.  Subject to entry by the Bankruptcy Court of the Sale Order in the Bankruptcy Case, this Agreement constitutes a valid and binding agreement of Seller that is enforceable in accordance with its terms.

3.3.   Governmental Authorization .  Except as disclosed in Schedule 3.3 , the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby by Seller require no action by or in respect of, or filing with, any governmental body, agency or official other than (a) consents, approvals or authorizations of, or declarations or filings with, the Bankruptcy Court, and (b) any such action or filing as to which the failure to make or obtain would not have a Material Adverse Effect.

3.4.   Noncontravention .  Subject to entry by the Bankruptcy Court of the Sale Order in the Bankruptcy Case, the execution, delivery and performance by Seller of this Agreement and the consummation of the Transactions do not and will not (a) violate Seller’s articles or certificate of incorporation, as amended, or bylaws, (b) assuming compliance with the matters referred to in Section 3.3, materially violate any applicable law, rule, regulation, judgment, injunction, order or decree, (c) except as to matters which would not reasonably be expected to have a Material Adverse Effect, constitute a default under, violation of or give rise to any right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit relating to any Purchased Asset to which Seller is entitled under any provision of any agreement or other instrument binding upon Seller except for breaches and defaults referred to in Section 365(b)(2) of the Bankruptcy Code, (d) result in the creation or imposition of any Lien on any Purchased Asset (other than Liens that will be released at or prior to Closing by virtue of entry of the Sale Order), or (e) cause Purchaser to become subject to, or to become liable for the payment of, any Tax or other liability that is not an Assumed Liability.

3.5.   Required Consents .  Except for consents, approvals or authorizations of, or declarations or filings with, the Bankruptcy Court, and except as otherwise set forth on Schedule 3.5 (the “ Required Consents ”), there is no agreement or other instrument binding upon Seller requiring a consent or other action by any Person as a result of the execution, delivery and performance of this Agreement, except such consents or actions as would not, individually or in the aggregate, have a Material Adverse Effect if not received or taken by the Closing Date.

3.6.   Litigation .  Except as disclosed in Schedule 3.6 , as of the date hereof, there is no action, suit, investigation or proceeding pending against, or to the Knowledge of Seller, threatened against or affecting, the Purchased Assets before any court or arbitrator or any governmental body, agency or official which is reasonably likely to have a Material Adverse Effect or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the Transactions.

3.7.   Compliance with Laws and Court Orders .  To the Knowledge of Seller, Seller is not in violation of any law, rule, regulation, judgment, injunction, order or decree applicable to the Purchased Assets or the conduct of the Business, except for violations which would not reasonably be expected to have a Material Adverse Effect.

3.8.   Sufficiency of and Title to the Purchased Assets .

(a)   The Purchased Assets constitute all of the material property and assets owned, held or primarily used in the conduct of the Business (other than the Excluded Assets).

(b)   Seller has good title to all of the Purchased Assets.  Upon the Sale Order having been entered by the Bankruptcy Court and in accordance with the terms of the Sale Order, (i) subject to Section 2.5 , Seller will have complete and unrestricted power and the unqualified right to sell, convey, assign, transfer and deliver the Purchased Assets to Purchaser, and (ii) the Assignment and Assumption Agreement to be executed by Seller and delivered to Purchaser at the Closing shall be valid and binding obligations of Seller, enforceable in accordance with its terms and shall effectively vest in Purchaser good and marketable title to the Purchased Assets, free and