ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

by and between:

Jomed Inc.,
a Delaware corporation;

Jomed N.V.,
a company organized under the laws of the Netherlands;

Jomed GmbH,
a company organized under the laws of Germany;

and

Jomed Benelux S.A .
a company organized under the laws of Luxembourg;

and

Volcano Therapeutics, Inc.,

a Delaware corporation

Dated as of July 10, 2003

TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE AGREEMENT is entered into as of July 10, 2003 (the “ Effective Date ”), by and among: JOMED INC. (the “ Inc .”) , a Delaware corporation, JOMED N.V., a company formed under the laws of the Netherlands (the “ N.V. ”), JOMED GMBH, a company formed under the laws of Germany (“ GmbH ”) and JOMED BENELUX SA, a company formed under the laws of Luxembourg (“ Benelux ”) (each individually a “ Seller ” and collectively, the “ Sellers ”), and, VOLCANCO THERAPEUTICS, INC., a Delaware corporation (the “ Purchaser ”). Certain capitalized terms used in this Agreement are defined in Exhibit A .

Recitals

      A . The Inc., is engaged in and has been engaged in developing, manufacturing and distributing the Products and technology associated therewith, and the Sellers other than the Inc., and certain other affiliates of the Sellers (the “ Other Asset Sellers ”) own certain intellectual property rights and other assets associated with the business conducted by the Functional Measurement Division and IVUS Division.

      B.  Effective May 2, 2003, the N.V. was declared bankrupt and has sought to divest itself of some or all of its assets, and/or those of its Affiliates, in order to satisfy obligations of the N.V. and its Affiliates. Purchaser is aware of the details of the bankruptcy and the financial and economic situation of Sellers, and has taken this into account in its decision to consummate the transactions contemplated in this Agreement.

      C.  Effective June 30, 2003, Sellers and certain other Affiliates of Sellers sold substantially all of the assets of Jomed N.V. and its Affiliates other than the Purchased Assets and the Excluded Business to Abbott A.G. and other of its Affiliates (“ Abbott ”) pursuant to an asset purchase agreement (the “ Abbott Agreement ”), and certain assets of the intravascular cardiology business previously conducted by N.V. and certain of its Affiliates were purchased by AVI Corp. (an Affiliate of Abbott) from Inc.

      D.  The Sellers wish to sell, or to cause to be sold, to the Purchaser, and the Purchaser wishes to acquire from the Sellers and the Other Asset Sellers, substantially all of the assets related to the Business, on the terms set forth in this Agreement. Concurrent with the purchase and sale of the Purchased Assets (as defined below), the Purchaser and the Sellers will also execute certain ancillary agreements specified herein.

      E.  Purchaser has had the opportunity to discuss with Abbott the scope of the assets purchased by Abbott under the Abbott Agreement. Purchaser has also made certain arrangements with Abbott with respect to cooperation between Purchaser and Abbott and the disposition and use of certain assets of Inc. during and after a transition period commencing on the Closing Date. Purchaser and Abbott have agreed to cooperate and resolve between themselves, without involvement of Inc. or its Affiliates, any issues arising between Abbott and the Purchaser with respect to assets of Inc. that were acquired by Abbott or to be acquired by Purchaser hereunder.

     In consideration of the premises and other good and valuable consideration, the parties to this Agreement, intending to be legally bound, agree as follows:

1. SALE AND PURCHASE OF ASSETS; CLOSING; RELATED TRANSACTIONS.

      1.1 Sale and Purchase of Assets . On the terms and subject to the conditions set forth in this Agreement, and subject to Section 1.2, on the Closing Date, each of the Sellers, severally, shall sell and transfer to the Purchaser, and the Purchaser shall purchase from each of the Sellers severally, such Seller’s right, title and interest as of the Closing Date in and to all of the assets related to the Business, other than the Excluded Assets, including the assets specified below (collectively, the “ Purchased Assets ”). Without limiting the generality of the foregoing, Purchased Assets shall include, to the extent they are related to the Business and are not Excluded Assets:

           (a) The following assets of the Inc.:

(i) the Personal Property;

(ii) the Purchased Inventory;

(iii) the Purchased Accounts Receivable;

(iv) the Patents identified as being registered in the name of the Inc. set forth under the heading “Patents” in Part 1.1(a)(iv) of the Disclosure Schedule; the Trademarks identified as being owned by the Inc. set forth under the heading “Trademarks” in Part 1.2(a)(iv) of the Disclosure Schedule; and the Intellectual Property Rights ;

(v) the Assumed Contracts to which the Inc. is a party;

(vi) the pre-paid assets set forth in Part 1.1(a)(vi) of the Disclosure Schedule;

(vii) all files, copies of research notes, and other data and records including, without limitation, the files, copies of research notes, and other data and records as far as they relate to the Purchased Assets or any Assumed Liability; provided, however, that a copy of all such documentation shall be made available to Inc. at first request and Sellers shall be afforded reasonable access to such documents;

(viii) all rights, choses in action and claims, known or unknown, matured or unmatured, accrued or contingent, against third parties (including all warranty and other contractual claims), to the extent relating to any Purchased Assets or any Assumed Liability;

(ix) all assignable federal, state, local and foreign governmental permits, authorizations and approvals relating to the Business including the Licenses described in Part 1.1(a)(ix) of the Disclosure Schedule; and

(x) all purchase orders, forms, labels, shipping materials, catalogs, brochures, art work, photographs and advertising, sales and promotional materials relating to the Business; provided, however, that such items are being provided to Purchaser solely for review and not for use by Purchaser in the Business;

(xi) all telephone and fax numbers and related contracts used by the Business relating to the Rancho Cordova Premises; and

           (b) The Patents of the N.V. set forth in Part 1.1(b) of the Disclosure Schedule;

           (c) The Purchased Inventory of Benelux;

           (d) The Trademarks of GmbH listed in Part 1.1(d) of the Disclosure Schedule;

          and

           (e) The following assets of each of the Sellers other than the Inc.:

(i) all files, copies of research notes, and other data and records including, without limitation, the files, copies of research notes, and other data and records listed in Part 1.1(e)(i) of the Disclosure Schedule, but only if they relate exclusively to the Business; and

(ii) all rights, choses in action and claims, known or unknown, matured or unmatured, accrued or contingent, against third parties (including all warranty and other contractual claims), to the extent relating exclusively to any Purchased Assets or any Assumed Liability).

           (f) The parties also contemplate that, at the Closing, the Other Asset Sellers shall transfer the consoles identified in Annex 1, Part 1.1(a)(i), Item f of the Disclosure Schedule (the “ Europe Consoles ”) to the Purchaser by way of an appropriate Transfer Document.

      1.2 Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, the Purchased Assets shall not include any asset not related to the Business or any of the following, even if related to the Business (the “ Excluded Assets ”):

           (a)  The minute books, seals, stock record books, stock certificates and other similar corporate documents of any Seller;

           (b)  the capital stock, securities and other evidences of ownership of any Seller in and to its subsidiaries and any other company in which it holds any ownership or other equity position;

           (c)  any general accounting, personnel or payroll records of any Seller not related to the Business, and any such records any Seller is required to retain by Law;

      (d)  any cash, short-term investments or other cash equivalents, deposit accounts, checks received by any Seller upon which collection has not been made, and long and short-term securities owned by a Seller as of the Effective Date;

      (e)  any prepaid expenses (other than pre-paid assets reflected on the Inc.’s March 31, 2003 balance sheet) or rights to receive refunds; any intercompany accounts receivable with a Seller or any other of the N.V. Affiliates, or any division or subsidiaries thereof;

      (f)  returns of taxes, including all supporting schedules, attachments, work papers and similar documents, for taxes accruing on or before the Effective Date;

      (g)  rights to or claims for refunds of taxes and other governmental charges, including without limitation duty drawbacks and customs refunds for periods ending on or prior to the Effective Date and the benefit of net operating loss carry-forwards or other credits of a Seller, whether or not attributable to the Divisions;

      (h)  any claim, cause of action, chose in action, right of recovery or right of set-off of any kind, to the extent any of the foregoing constitutes a defense, counterclaim or cross-claim against any third party with respect to the Excluded Liabilities or to the extent any such claim, cause of action, chose in action, right of recovery or right of set-off relates to intercompany receivables of a Seller;

      (i)  all leases, purchase orders, supply contracts and other contracts not related primarily to the Divisions;

      (j)  any asset that relates primarily to the Excluded Businesses, even if related to the Business;

      (k)  any assets of the Other Asset Sellers other than as expressly enumerated in Section 1.1(d) hereof;

      (l)  each of the assets listed in Part 1.2(l) of the Disclosure Schedule;

      (m)  the rights which accrue or will accrue to each Seller under this Agreement;

      (n)  the rights which accrue or will accrue to each Seller under the Abbott Agreement; and

      (o)  any of the assets, contracts, obligations and liabilities acquired by Abbott and its Affiliates under the Abbott Agreement and ancillary documents, including those assets described in the schedule of assets delivered to the Purchaser by Sellers.

      1.3 Assumed Liabilities. At the Closing, the Purchaser shall assume those Liabilities set forth below, and the other Liabilities set forth in Part 1.3 of the Disclosure Schedule (the “ Assumed Liabilities ”). The parties acknowledge and agree that the aggregate value of the Assumed Liabilities will be calculated at Closing, and the obligations relating to the Assumed Liabilities shall be assumed by Purchaser at the Closing; but in no event shall the aggregate value

of the Assumed Liabilities exceed the Aggregate Purchase Price. As of June 15, 2003, the aggregate value of the Assumed Liabilities was estimated to be Twenty-Two Million Four-Hundred Thirty-Three Thousand United States Dollars (US $22,433,000).

           (a) All obligations and Liabilities arising under the Assumed Contracts and required to be performed by a Seller after the Closing Date (including, without limitation, all Liabilities owed to DVI Financial Services, Inc. (“ DVI ”) and associated with the financing and/or leasing of consoles by any of the Sellers for use by customers of the Sellers in the United States (collectively the “ DVI Agreements ”); provided, however, that if DVI does not consent to the assignment of such liabilities, concurrent with the Closing, Purchaser agrees to pay directly to DVI the aggregate amount of such liabilities as of the Closing;

           (b) All Warranty Obligations arising under the Assumed Contracts that would have been required to be performed by Inc. on or after the Closing Date had Inc. not transferred such Assumed Contract to Purchaser;

           (c) The Accounts Payable of the Inc. incurred in the Ordinary Course of Business on or prior to the Closing Date (other than a trade accounts payable to any stockholder or an Affiliate of Sellers or any stockholder) that remain unpaid as of the Closing Date;

           (d) Any Liability to any Inc. customers incurred by Inc. in the Ordinary Course of Business for orders outstanding as of the Closing Date reflected on Inc. books; and

           (e) All liabilities associated with the Assumed Contracts (including each of the following real property leases):

(i) Net Lease Agreement (Office), between EndoSonics Corporation (and assumed by JOMED under that certain Lease Assignment Agreement, dated as of June 1, 2000 (and as guaranteed by JOMED NV)) and Carl D. Pannattoni, Benjamin S. Catlin IV, North Sacramento Land Co. and Blue Lake Enterprises (subject to various amendments) (for 2870 Kilgore Road, Rancho Cordova); and

(ii) Standard Industrial/Commercial Multi-Tenant Lease—Net by and between 1325 “J” Street L.P. and JOMED (for 2751 Mercantile Drive, Suite 700, Rancho Cordova).

           (f) All Liabilities remaining as of the Closing Date arising under that certain Non-Negotiable Secured Promissory Note in the original principal amount of €2,500,000.00 made by Jomed, Inc. in favor of Sven Erik Nilsson dated April 4, 2003.

      1.4 Excluded Liabilities. Notwithstanding anything contained in the Transactional Agreements to the contrary, other than the Assumed Liabilities, the Purchaser shall not assume any liability of the Sellers whether or not relating to the Purchased Assets or the Business, all of which Liabilities shall at and after the Closing remain the exclusive responsibility and obligation of the Sellers (collectively, the “ Excluded Liabilities ”).

      1.5 Closing. The closing of the Transactions (the “ Closing ”) shall take place at the offices of Coudert Brothers LLP in Palo Alto, California, on July 18, 2003, or such other date as

the Parties shall mutually agree, but in any case as soon as practicable after the Effective Date (the " Closing Date ”); provided, however, that if as to the Sellers, any condition set forth in Section 7 has not been satisfied, or, if as to the Purchaser, any condition set forth in Section 6 has not been satisfied, then either the Sellers or the Purchaser, as applicable, may unilaterally elect to postpone the Closing Date until such condition is satisfied or waived in writing. If the Transactions shall not have closed on or before July 31, 2003, Purchaser or Sellers shall have the right to terminate this Agreement, and no party shall have any further obligation to any other party hereunder, provided that the failure to close is not attributable to the terminating party.

      1.6 Purchase Price .

           (a) The Purchase Price shall be Thirty-Eight Million Five-Hundred Thousand United States Dollars (US $38,500,000), as such amount may be adjusted pursuant to Section 1.7 hereof (the " Aggregate Purchase Price ”), consisting of the following:

(i) Assumption of the Assumed Liabilities, the value of which liabilities is approximately Twenty-Two Million Four-Hundred Thirty-Three Thousand United States Dollars (US $22,433,000), to be specifically determined at the Closing; and

(ii) An amount equal to the difference between the Aggregate Purchase Price and the aggregate value of the Assumed Liabilities on the Closing Date, payable in cash (the “ Cash Consideration ”).

           (b) As consideration for the sale of the Purchased Assets to the Purchaser, at the Closing, Purchaser shall tender to Sellers the Aggregate Purchase Price as follows: (i) deposit the Cash Consideration in immediately available funds into accounts designated by Sellers, (ii) deposit an amount in immediately available funds into accounts designated by Sellers for direct payment by Purchaser of the entire payoff amounts outstanding to DVI, CSFB and Sven-Erik Nilsson and (iii) assume the Assumed Liabilities as provided herein. Upon consummation of the Transactions, the Closing shall be deemed to have occurred effective 11:59 p.m. PDT on the Closing Date.

      1.7 Adjustment of Cash Consideration.

     If, at Closing, Sellers are unable to transfer, or cause to be transferred, by delivering the form of the duly executed Transfer Document appropriate for such Purchased Asset, title to any of the Purchased Assets (other than an Essential Asset) the Cash Consideration shall be adjusted by the amount of the Purchase Price allocated to such Purchased Assets as set forth on Exhibit B which will be delivered at the Effective Date or as soon as practicable thereafter and as shall be amended from time to time as necessary prior to the Closing upon the mutual consent of the Sellers and the Purchaser (the “ Purchased Assets Value Allocation ”), and the Aggregate Purchase Price shall be decreased accordingly. Except as otherwise provided in this Agreement, the Parties agree that the Purchased Assets, any contracts relating to such Purchased Assets and the Assumed Liabilities transferred to the Purchaser under this Agreement shall be transferred “as is” and only to the extent permitted under the applicable Law. The Allocation of Purchase Price shall be adjusted to reflect any adjustment of the Cash Consideration. Upon adjustment of the Cash Consideration, Sellers shall have no further obligation to transfer the subject asset to

Purchaser; provided, however, that failure to deliver an asset listed in Part 6.7 of the Disclosure Schedule as an “Essential Asset” shall not result in an adjustment to the Cash Consideration but rather shall give to the Purchaser the right, but not the obligation, to terminate this Agreement. The adjustment of the Cash Consideration as provided under this Section 1.7, shall be Purchaser’s sole remedy against Sellers, or any of them, with respect to the inability of Sellers to transfer Purchased Assets, other than Essential Assets, at Closing. The right to terminate the Agreement as provided under this Section 1.7 shall be Purchaser’s sole remedy against Sellers, or any of them, with respect to the inability of Sellers to transfer Essential Assets at Closing. Notwithstanding the foregoing, the applicable Sellers shall make Best Efforts to undertake to transfer to the Purchaser those assets listed on Part 1.7 of the Disclosure Schedule as the IRL Assets and the Du-Med Assets and if such Sellers are unable to transfer such IRL Assets and the Du-Med Assets to the Purchaser on the Closing Date, or at any time thereafter, there shall be no adjustment to the Cash Consideration or to the Aggregate Purchase Price. Nothing herein shall be construed to require Imaging, any Seller, or any Affiliate, to settle any matter, and Imaging shall, at its sole good faith discretion, settle the IRL Assets controversy in the manner it deems most appropriate and in the best interests of Imaging. Notwithstanding the foregoing, at no time now or in the future shall the applicable Sellers consent, or take any other action, relating to the transfer to any third party other than the Purchaser either the IRL Assets or the Du-Med Assets, as applicable, without the express written consent of the Purchaser, which written consent shall be granted in the sole and absolute discretion of the Purchaser; provided, however, that, without first obtaining the consent of the Purchaser, the applicable Seller may consent to, or take other action related to, the transfer of the IRL Assets to Circulation Research Limited (“ CRL ”) if such transfer is (i) reasonably necessary to settle the dispute with CRL and (ii) contemplated in anticipation of the liquidation or dissolution of the applicable Seller or its Affiliate.

      1.8 Working Capital Adjustment.

           (a) Prior to the Closing, the Sellers and the Purchaser have estimated that at Closing, the Purchased Accounts Receivable, less the Assumed Accounts Payable (the “ Estimated Receivables Value ”), shall be equal to approximately Five Million Nine Hundred Thousand United States Dollars (US $5,900,000).

           (b) Within five (5) business days following the Closing Date, the Sellers shall prepare and deliver to Purchaser a closing statement as at the Closing Date, setting forth the Purchased Accounts Receivable and the Assumed Accounts Payable, along with appropriate back-up documentation (the “ Closing Statement ”); the Closing Statement shall include a calculation as of the Closing Date of the Purchased Accounts Receivable less the Assumed Accounts Payable (the “ Final Receivables Value ”). Within three (3) business days after receipt by Purchaser of the Closing Statement, Purchaser shall either inform Sellers in writing that the Closing Statement is acceptable or object to same by delivering to the Sellers a written statement for the exclusive purpose of setting forth the Purchaser’s specific objections. If the Purchaser fails to deliver such a statement of objections within such three (3) business day period, the Closing Statement shall be deemed to have been accepted by the Purchaser. In the event the Purchaser objects to the Closing Statement, the Sellers and the Purchaser shall attempt to resolve any objections within a five (5) business day period. If the parties are unable to resolve the matter within such five (5) business day period, they shall jointly select and engage PricewaterhouseCoopers to resolve the disputes and make any adjustments to the Closing

Statement. The fees of such accounting firm shall be divided equally between the Sellers and the Purchaser. Such resolution of disputes shall be final and binding upon the parties.

           (c) In the event the Final Receivables Value is less than the Estimated Receivables Value, the Purchase Price shall be reduced on a dollar-for-dollar basis, to the extent the Final Receivables Value is less than the Estimated Receivables Value, and the Seller shall pay the Purchaser such amount as provided herein. In the event the Final Receivables Value is greater than the Estimated Receivables Value, the Purchase Price shall be increased on a dollar-for-dollar basis, to the extent the Final Receivables Value is greater than the Estimated Receivables Value, and the Purchaser shall pay the Seller such amount as provided herein. Any payment hereunder shall be made in immediately available funds and shall be payable within two (2) days after the Purchaser accepts the Closing Statement in writing. The procedures and the adjustments provided for under this Section 1.8 shall be Purchaser’s sole recourse and remedy for a fluctuation of the Final Receivables Value below the Estimated Receivables Value.

      1.9 Actions to Occur at Closing. At the Closing, and subject to the terms and conditions of this Agreement, the parties shall cause each of the following to occur:

           (a) Payment of Cash Consideration . The Purchaser shall pay to the Sellers the Cash Consideration.

           (b) Bill of Sale . The Sellers shall execute and deliver to the Purchaser the Bill of Sale in the form attached as Exhibit C hereto, or such other Transfer Document as may be required under local Law in connection with the sale and transfer of goods.

           (c) Assumption of Liabilities. The Purchaser shall execute and deliver to Sellers the Assignment and Assumption Agreement attached as Exhibit D hereto, or such other Transfer Document as may be required under local Law in connection with the assignment and assumption of liabilities.

           (d) Assignment of IP Owners . Each of the IP Owners shall execute and deliver to the Purchaser an Assignment in the form attached as Exhibit E hereto, or such other Transfer Document as may be required under local Law in connection with the assignment of Patents and Trademarks.

           (e) Transfer Documents. Each of the Sellers other than Inc. shall execute and deliver to the Purchaser such Transfer Documents as may be required under local Law.

           (f) License Agreement. The Purchaser and GmbH shall execute and deliver a trademark license agreement in the form of Exhibit I attached hereto (the “ License Agreement ”).

           (g) Transition Services Agreement. The Purchaser and Inc. shall execute and deliver a transition services agreement in a form mutually agreeable to the parties, which agreement shall provide for, among other things, (i) the access by employees or consultants of Sellers to the Rancho Cordova Premises and use of specified equipment; (ii) the access by employees of Volcano to the Alpharetta leased premises for a period of no more than ninety (90) days; and (iii) Sellers will have continued access to, and

support of, Purchaser’s account and staff functions at the Rancho Cordova Premises, and (iv) such other terms as the parties shall mutually agree (the “ Transition Services Agreement”).

      (h) Employment Offers . Each of the employees listed on Exhibit F which exhibit shall be delivered at or prior to the Closing (at which time it shall become part of this Agreement), shall have accepted or rejected an offer of employment from Purchaser and, if such offer has been accepted, become an employee of Purchaser on the terms agreed to between the Purchaser and each such employee, provided that without limiting any other rights of the Purchaser set forth herein, the failure of any such employee to accept an offer for employment from the Purchaser shall not affect the obligations of the parties to this Agreement.

      1.10 Sales Taxes/VAT. The Purchaser shall bear and pay any sales taxes, use taxes, transfer taxes, documentary charges, recording fees or similar or other taxes, charges, fees or expenses that may become due and payable to the State of California, the County of Sacramento and the County of San Diego in connection with the sale of the Purchased Assets to the Purchaser or in connection with any of the other Transactions. If according to local Law any VAT or other taxes are due in connection with the sale of the Purchased Assets to the Purchaser or in connection with any of the other Transactions, such Seller shall issue to Purchaser a valid VAT or other tax invoice in respect of the sale of the Purchased Assets to the Purchaser or in connection with any of the other Transactions. The Purchaser will forthwith upon receipt of such invoice pay to the respective Sellers the VAT or other taxes charged.

      1.11 Allocation of Purchase Price. The allocation of the Aggregate Consideration among the Purchased Assets, as mutually agreed to by the parties, is set forth on Exhibit G or, if not set forth on the Effective Date, shall be agreed upon as soon as practicable thereafter and shall be amended from time to time as necessary prior to the Closing upon the mutual consent of the Sellers and the Purchaser (the “ Allocation of Purchase Price ”). The Allocation of Purchase Price shall be conclusive and binding upon the parties for all purposes, and neither the Sellers nor the Purchaser shall file any tax return or other document with, or make any statement or declaration to, any Governmental Body that is inconsistent with such allocation. Within one hundred twenty (120) days after the Closing, the Inc. shall complete and execute a From 8594 Asset Acquisition Statement under Section 1060 of the Internal Revenue Code consistent with the allocation statement, deliver a copy of such form to the Purchaser and file a copy of the form with the respective Tax return for the period which includes the Closing Date.

2. REPRESENTATIONS AND WARRANTIES OF THE SELLERS.

     Each of the Sellers hereby severally represents and warrants to the Purchaser with respect to itself and any Purchased Asset to be sold, transferred, conveyed or assigned and delivered by the relevant Seller as follows:

      2.1 Due Organization. The N.V. was declared bankrupt on May 2, 2003. Except as disclosed in the previous sentence, each of the Sellers is a business entity duly organized, validly existing and in good standing (or local Law equivalent) under the Laws of its jurisdiction of organization. Each of the Sellers has the requisite corporate power and authority to own, lease and operate its assets and to carry on the Business as now being conducted and is duly qualified or licensed to do business and is in good standing in those jurisdictions in which ownership of its

property or conduct of the Business require such qualification or license, except where the failure to be so qualified or licensed would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of such Seller to consummate the Transactions.

      2.2 Authority; Binding Nature of Agreements.

           (a) Each of the Sellers has the requisite corporate power, legal authority and right, to enter into and to perform its obligations under this Agreement.

           (b) The execution, delivery and performance of this Agreement by the authorized representative of each of the Sellers have been duly authorized, and no other corporate action on the part of any such Seller is necessary to authorize and approve the execution and delivery of this Agreement.

           (c) The Agreement has been duly executed and delivered by each of the Sellers and, assuming due authorization, execution and delivery by the Purchaser, constitutes the legal, valid and binding obligation of each Seller, enforceable against such Seller in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies.

      2.3 Title to Purchased Assets. Except as set forth in Part 2.3 of the Disclosure Schedule, all of the Purchased Assets are owned by a Seller, free and clear of any Encumbrances. The Purchased Assets constitute all of the assets of Inc. that are related to, and currently used in, the Business.

           (a) All of the Personal Property is owned by a Seller, or is leased by a Seller, under one of the leases set forth in Part 1.1(a)(v) of the Disclosure Schedule .

           (b) A list of Inventory as of the Closing Date will be delivered to Purchaser within five (5) days after the Closing Date.

           (c) A Closing Statement as referred to in Section 1.8(b) of this Agreement shall be delivered to Purchaser within five (5) days after the Closing Date. To the Knowledge of Inc., the Accounts Receivable have arisen in the Ordinary Course of Business. Except as set forth in Part 2.3(c) of the Disclosure Schedule, to the Knowledge of Inc. none of such Accounts Receivable is, and none of the Purchased Accounts Receivable are subject to any stated claim of offset, recoupment, setoff or counterclaim. The procedures and the adjustments provided for under Section 1.8 of this Agreement shall be Purchaser’s sole and exclusive recourse and remedy for a fluctuation of the Net Receivables Value below the anticipated level.

      2.4 Intellectual Property. Part 1.1(a)(iv) of the Disclosure Schedule identifies and provides a listing of the Purchased Intellectual Property Rights, along with an indication of by which Seller it is registered (each, an “ IP Owner ”).

      2.5 Accounts Payable. A true and complete list of Accounts Payable as of the Closing Date shall be delivered to Purchaser within five (5) days after the Closing Date. The procedures and the adjustments provided for under Section 1.8 of this Agreement shall be

Purchaser’s sole and exclusive recourse and remedy for a fluctuation of the Net Receivables Value below the anticipated level.

      2.6 Employees.

     Except as set forth in Part 2.6 of the Disclosure Schedule, all employees of Sellers, or Other Asset Sellers, severally, who were employed in the conduct of the Business outside the United States prior to the close of the Abbott Agreement were transferred to or hired by Abbott or one of its Affiliates. Furthermore, as of the Effective Date there are and after the Closing Date there shall be no employees employed by the Sellers, or Other Asset Sellers, severally, in the conduct of the Business outside the United States. The Parties believe that the employees referred to in Part 2.6 of the Disclosure Schedule transferred to Abbott by operation of law. To the Parties knowledge, Abbott recalled its invitation for employment to certain of these persons. In the event it is determined by the appropriate Governmental Body that such persons have not been transferred to Abbott by operation of law or otherwise, Purchaser acknowledges that such Governmental Body may determine that such persons’ employment will have transferred to Purchaser by operation of law.

      2.7 Disclosure Schedule.

     To the Knowledge of each of the Sellers, only with respect to information related to the respective Seller, the Disclosure Schedule reflects all of the information required to be reflected thereon pursuant to the this Agreement and all of the information set forth on the Disclosure Schedule is true and correct in all material respects.

      2.8 Brokers. Except as provided in Part 2.8 of the Disclosure Schedule, Sellers has not agreed or become obligated to pay, or has taken any action that might result in any Person claiming to be entitled to receive, any brokerage commission, finder’s fee or similar commission or fee in connection with any of the Transactions.

3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The Purchaser represents and warrants to the Sellers as follows:

      3.1 Due Organization . The Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Purchaser has the requisite corporate power and authority to own, lease and operate its assets and to carry on its business as now being conducted and is duly qualified or licensed to do business and is in good standing in those jurisdictions in which ownership of its property or conduct of its business require such qualification or license, except where the failure to be so qualified or licensed would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of the Purchaser to consummate the Transactions.

      3.2 Authority; Binding Nature of Agreement.

           (a) The Purchaser has the corporate right, power and authority to enter into and perform its obligations under this Agreement and the Transactional Agreements.

           (b) The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by the Purchaser’s Board of Directors, and no other corporate action on the part of the Purchaser is necessary to authorize and approve the execution and delivery of this Agreement and the consummation of the Transactions.

           (c) This Agreement and the Transactional Agreements constitute the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtor, and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies.

      3.3 Funding . The Purchaser shall have available sufficient immediately available funds for payment by Purchaser of the cash portion of the Purchase Price and such funds shall be readily available to the Sellers immediately upon the Closing. At and after the Closing, the Purchaser shall have sufficient funds to satisfy the Assumed Liabilities and to meet its obligations with respect to such Assumed Liabilities as they shall come due.

      3.4 Investigation by the Purchaser . The Purchaser acknowledges that it has conducted its own independent review and analysis of the Purchased Assets and Assumed Liabilities. The Purchaser further acknowledges that the Purchaser has had the opportunity to ask questions of and receive answers from the Inc. concerning the Purchased Assets and the Assumed Liabilities. In entering into this Agreement, except for the representations, warranties and covenants of the Sellers set forth in this Agreement, the Purchaser has relied solely upon its own knowledge, investigation and analysis and the Purchaser:

           (a) acknowledges that none of the Sellers, any of their Affiliates, or any of their respective directors, officers, employees, agents, advisors or representatives makes any representation or warranty (except in Section 2), either express or implied, as to the accuracy or completeness of any of the information provided or made available to the Purchaser or its agents or representatives; and

           (b) agrees, to the fullest extent permitted by Law, that none of the Sellers, any of its Affiliates, nor any of their respective directors, officers, employees, agents, advisors or representatives shall have any liability or responsibility whatsoever to the Purchaser on any basis (including, without limitation, in contract or tort, under federal or state Laws or otherwise) based upon any information provided or made available, or statements made, to the Purchaser or its agents or representatives (except the representations set forth in Section 2 and the agreements made by the Sellers herein).

      3.5 Disclosure Schedule.

     Purchaser is aware and acknowledges that notwithstanding the Best Efforts of the Sellers in preparing the Disclosure Schedule, the Disclosure Schedule may fail to reflect all of the information that should be reflected thereon and that certain of the information set forth in the Disclosure Schedule may not be true, complete and correct in all material respects.

      3.6 Brokers. Except as provided in Part 3.6 of the Disclosure Schedule, the Purchaser has not agreed or become obligated to pay, or taken any action that might result in any Person claiming to be entitled to receive, any brokerage commission, finder’s fee or similar commission or fee in connection with any of the Transactions.

4. PRE-CLOSING COVENANTS OF SELLERS.

      4.1 Operation of Business. During the Pre-Closing Period:

           (a) No Seller shall commence or settle any Proceeding relating to the Purchased Assets or the Transactions as a whole;

           (b) No Seller shall enter into any transaction or take any other action outside the Ordinary Course of Business with respect to the sale, lease or Encumbrance of the Purchased Assets;

           (c) No Seller shall enter into any transaction or take any other action that might cause or constitute a Breach of any representation or warranty made by the Sellers in this Agreement;

           (d) To the extent consist with the current economic and financial condition of the Inc. and its Affiliates, each of the Sellers shall maintain all of the Purchased Assets in customary repair, order and condition, and the Inc. will operate the Divisions only in the usual, regular and ordinary manner and to the extent consistent with such operations, will use its Best Efforts to (i) preserve its present organization, (ii) keep available the services of all present employees and (iii) preserve the relationship of each of the Divisions with its respective customers. Additionally, the Inc. will allow a representative of Purchaser to be present at the Rancho Cordova Premises, during regular business hours, and to observe the business and operations of the Business. Further, the Sellers shall afford to the officers, attorneys, accountants and other representatives of Purchaser reasonable access, and in such manner as to minimize disruption of the normal business operations of the Sellers, to the facilities, assets and books and records of the Sellers so as to afford Purchaser a reasonable opportunity to make, at its sole cost and expense, a review, examination and investigation of the ownership, operation and condition of the Assets.

      4.2 Filings and Consents . Each Seller shall use its Best Efforts: (a) to cause the filings, notices and Consents identified in Part 4.2 of the Disclosure Schedule (the “ Seller Required Consents ”) required to be made, given or obtained in order to consummate the Transactions to be made, given and obtained on a timely basis; and (b) during the Pre-Closing Period, to cause the Sellers and its Representatives to cooperate with the Purchaser and with the Purchaser’s Representatives, and prepare and make available such documents and take such other actions as the Purchaser may request in good faith, in connection with any filing, notice or the Seller Required Consents that the Purchaser is required or elects to make, give or obtain.

      4.3 Access to Information . During the Pre-Closing Period, the Sellers shall afford to the Purchaser, its Affiliates and their respective Representatives free and full access upon reasonable notice and during normal business hours to the customers, suppliers and vendors of

the Sellers and to all of the books and records, regulatory filings, work papers and other documents related to the Business, the Products, the Purchased Assets, the Assumed Liabilities and the personnel of the Sellers as may be reasonably requested by Purchaser in connection with its efforts to consummate the Transactions.

5. PRE-CLOSING COVENANTS OF THE PURCHASER.

     The Purchaser shall use its Best Efforts: (a) to cause the filings, notices and Consents identified in Part 5 of the Disclosure Schedule (each, a “ Purchaser Required Consent ”) to be made, given and obtained in order to consummate the Transactions on a timely basis; and (b) during the Pre-Closing Period, to cause the Purchaser and its Representatives to cooperate with the Sellers and with the Sellers’ Representatives, and prepare and make available such documents and take such other actions as the Sellers may request in good faith, in connection with any filing, notice or the Purchaser Required Consent that the Sellers are required or elects to make, give or obtain.

6. CONDITIONS PRECEDENT TO THE PURCHASER’S OBLIGATION TO CLOSE.

     The Purchaser’s obligation to purchase the Purchased Assets, to assume the Assumed Liabilities, and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in writing by the Purchaser, in whole or in part):

      6.1 Accuracy of Representations . The representations and warranties made by each of the Sellers, severally, in this Agreement shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on the Closing Date. The Inc. shall have furnished the Purchaser with a certificate executed by Inc.’s Chief Executive Officer dated the Closing Date to the foregoing effect and as to such other matters as Purchaser may reasonably request.

      6.2 Performance of Obligations . All of the terms, covenants and conditions of this Agreement to be complied with or performed at on before the Closing by each of the respective Sellers shall have been duly complied with and performed in all material respects, and the Sellers shall not be in Breach of any of its material covenants or obligations under this Agreement.

      6.3 Authorization of Agreement . All corporate action on the part of each of the respective Sellers necessary to authorize the execution, delivery and performance by Sellers of this Agreement, the Transactional Agreements and the consummation of the Transactions shall have been duly and validly taken.

      6.4 Deliveries of the Sellers and Other Asset Sellers .

           (a) Each of the Sellers shall have executed and delivered to the Purchaser each of the following to the extent required to be executed and delivered by a Seller and as appropriate to transfer title under local Law of such Seller:

(i) Bill of Sale;

(ii) an Assignment and Assumption Agreement; and/or

(iii) a Transfer Document; and

           (b) Each of the IP Owners shall have executed and delivered to the Purchaser the Assignments;

           (c) GmbH shall have executed and delivered to the Purchaser the License Agreement; and

           (d) The Sellers and/or the Other Asset Sellers shall have executed and delivered to the Purchaser Transfer Documents to transfer at least 90% of the Europe Consoles.

      6.5 Consents . The approval of the U.S. Federal Trade Commission previously obtained shall be in full force and effect. Each of the Purchaser Required Consents identified in Part 4.2 of the Disclosure Schedule shall have been obtained and shall be in full force and effect; provided, however, that the Purchaser shall have no right to refuse to purchase the Purchased Assets and to assume the Assumed Liabilities if a Purchaser Required Consent shall not be obtained due to a dispute of the type described in Section 8.7 hereof.

      6.6 No Proceedings. As of the Closing Date, there shall be no Proceeding against the Sellers or the Purchaser (a) involving any material challenge to, or seeking material damages or other material relief in connection with, any of the Transactions, or (b) that may have the effect of preventing or making illegal any of the Transactions.

      6.7 Essential Assets .

     Title to each of the assets described in Part 6.7 of the Disclosure Schedule (the “ Essential Assets ”) shall have been transferred to the Purchaser and to the extent practicable, possession of each of the Essential Assets shall have been transferred to the Purchaser; provided however, that the condition in this Section 6.7 with respect to the Europe Consoles shall be deemed to have been satisfied if Sellers (or the Other Asset Sellers) transfer at least ninety percent (90%) of the Europe Consoles to which they hold title.

7. CONDITIONS PRECEDENT TO SELLERS’ OBLIGATION TO CLOSE. Each of the Sellers’ obligation to sell the Purchased Assets and to take the other actions required to be taken by the Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in writing by the Sellers, in whole or in part):

      7.1 Accuracy of Representations . The representations and warranties made by the Purchaser in this Agreement shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on the Closing Date. The Purchaser shall have furnished the Sellers with a certificate executed by the Purchaser’s Chief Executive Officer dated the Closing Date to the foregoing effect and as to such other matters as the Sellers may reasonably request.

      7.2 Performance of Obligations. All of the terms, covenants and conditions of this Agreement to be complied with or performed at on before the Closing by the Purchaser shall have been duly complied with and performed in all material respects and the Purchaser shall not be in Breach of any of its material covenants or obligations under this Agreement.

      7.3 Authorization of the Agreement . All corporate action on the part of the Purchaser shall have been duly and validly taken or obtained.

      7.4 Deliveries of the Purchaser .

           (a) The Purchaser shall have executed and delivered to the Sellers each of the following:

(i) an Assignment and Assumption Agreement; and

(ii) such other Transfer Documents as may be required to be executed by Purchaser to transfer title to the Purchased Assets as required by the local Law of Seller or Other Asset Seller with respect to a Purchased Asset.

          (b) The Purchaser shall have executed and delivered to Inc. the Transition Agreement;

          (c) The Purchaser shall have executed and delivered to GmbH the License Agreement; and

          (d) The Purchaser shall have deposited into accounts designated by Sellers for direct payment of the entire payoff amounts outstanding to DVI, CSFB, and Sven-Erik Nilsson on the Closing Date, and the balance of the Cash Consideration shall have been deposited into one or more accounts designated by the Sellers. All such funds shall be immediately available to the account holder by no later than 11:00 a.m. PDT on the Closing Date. !

      7.5 Consents . The approval of the U.S. Federal Trade Commission previously obtained shall be in full force and effect. Each of the Purchaser Required Consents identified in Part 5.2 of the Disclosure Schedule shall have been obtained and shall be in full force and effect.

      7.6 No Proceedings . Since the date of this Agreement, there shall not have been commenced against the Purchaser or the Sellers any Proceeding (a) involving any material challenge to, or seeking material damages or other material relief in connection with any of the Transactions, or (b) that may have the effect of preventing or making illegal any of the Transactions.

      8.1 Non-US Employees. The Sellers and the Purchaser acknowledge and agree that pursuant and subject to the Transfer Regulations, the contracts of employment of the employees of the Divisions resident in Affiliates of the Sellers outside of the United States in jurisdictions with Transfer Regulations (the “ Non-US Employees ”) will be transferred by operation of Law to

the Purchaser on the Closing as if originally made between the Purchaser and the Non-U.S. Employees. To the extent required by Law and under the Transfer Regulations, the applicable Seller and Purchaser shall be jointly responsible for complying with all obligations under Transfer Regulations or other Laws to send a notification and/or consult with any Non-U.S. Employee with respect to the Transactions, in accordance with the Transfer Regulations on or prior to the Closing Date. Immediately following execution of this Agreement, the applicable Seller and Purchaser shall or shall jointly procure that all information and consultation processes pursuant to the Transfer Regulations, any collective bargaining, company wide collective agreement, shop, trade union, recognition, work council or other similar agreement, undertaking or practice or any other Laws are complied with in respect of informing and consulting the Non-U.S. Employees. The applicable Seller and Purchaser shall not make any statem