ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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ILT ACQUISITION SUB, INC | Kensey Nash Corporation | Kensey Nash Holding Corporation | SPECTRANETICS CORPORATION

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Delaware Date: 5/13/2008
Industry: Medical Equipment and Supplies Law Firm: Latham Watkins;Katten Muchin Sector: Healthcare

Exhibit 2.1

ASSET PURCHASE AGREEMENT

dated as of May 12, 2008

by and among

KENSEY NASH CORPORATION,

ILT ACQUISITION SUB, INC.,

KENSEY NASH HOLDING CORPORATION

and

THE SPECTRANETICS CORPORATION

Table of Contents


	Page
RECITALS		1

DEFINITIONS		2

Defined Terms		2
Other Defined Terms		12

SALE AND PURCHASE OF ACQUIRED ASSETS AND ASSUMED LIABILITIES		14

Closing		14
Transfer of Acquired Assets		16
Assumption of Liabilities		16
Retained Liabilities		16
Purchase Price		18
Additional Consideration		20
Allocation		20
Transfer Taxes		21
Alternative Arrangements		21

REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS		22

Organization		22
Authority; No Conflict; Required Filings and Consents		23
Tax Matters		24
Absence of Certain Changes or Events		25
Title to Property and Assets		28
Intellectual Property		28
Material Contracts		35
Compliance with Laws		37
Litigation		38
Health Care Compliance		38
Customers and Suppliers		40
Books and Records		41
Affiliate Transactions		41
Warranties; Product Liability		41
Financial Information		41
Receivables		41
Inventory		42
Disclosure		42
No Brokers		42
Distributors		42
Entire Business		42
Labor Matters of KNE		42
KNE Balance Sheet		44
Absence of Undisclosed Liabilities of KNE		44
Assets of KNE		44

REPRESENTATIONS AND WARRANTIES RELATING TO THE PURCHASER		45

Organization of the Purchaser		45
Authority; No Conflict; Required Filings and Consents		45
Capital Resources		45
Litigation		46
No Brokers		46
Independent Analysis		46

Table of Contents
(continued)


	Page
No Other Representations		46

PRE-CLOSING COVENANTS OF THE SELLER PARTIES		47

Conduct of Business Prior to the Closing		47
Access to Information		50
Satisfaction of Conditions Precedent		50
No Solicitation		51
Notification		51
Consents and Notifications		52

CERTAIN COVENANTS AND AGREEMENTS		52

Confidentiality		52
No Public Announcement		53
Further Assurances		53
The Purchaser’s Financial Statements		53
Use of Names		53
Tax Matters		54
Purchaser Sales Force		57
Employees of KNE		57
Processing Agreement		57
Pending Applications		57

CONDITIONS TO CLOSING		57

Conditions Precedent to Obligations of the Seller Parties		57
Conditions Precedent to Obligations of the Purchaser		58

TERMINATION AND AMENDMENT		59

Termination		59
Effect of Termination		59
Fees and Expenses		59

INDEMNIFICATION		60

Survival of Representations, Etc		60
Indemnification by the Seller Parties		60
Indemnification by the Purchaser		61
General Indemnification Provisions		61
Limits on Indemnification		62
Tax Treatment of Indemnification Payments		64

MISCELLANEOUS		64

Notices		64
Interpretation		65
Counterparts		65
Entire Agreement; No Third-Party Beneficiaries		66
Governing Law		66
Consent to Jurisdiction; Venue; Waiver of Certain Damages and Jury Trial		66
Assignment		67
Amendment		67
Extension; Waiver		67
Severability		67
Company Disclosure Schedule		68
License		68

LIST OF EXHIBITS


Exhibit 1–		Schedule of Acquired Assets

Exhibit 2–		Company Disclosure Schedule

Exhibit 3–		Form of Assignment and Assumption Agreement

Exhibit 4–		Form of Patent Assignment

Exhibit 5–		Form of Trademark Assignment

Exhibit 6–		Form of Bill of Sale

Exhibit 7–		Form of Share Transfer Agreement Regarding the Assignment and Transfer of All Shares in Kensey Nash Europe GmbH

Exhibit 8 –		Form of License Agreement

Exhibit 9 –		Form of Manufacturing and Licensing Agreement

Exhibit 10 –		Form of Non-Competition Agreement

Exhibit 11 –		Form of Development and Regulatory Services Agreement

Exhibit 12 –		Form of Opinion of Counsel of Purchaser

Exhibit 13 –		Form of Opinion of Counsel of Seller Parties

LIST OF SCHEDULES


Schedule 1 –		Excluded Assets

Schedule 2 –		Assumed Liabilities

Schedule 3 –		KNE Balance Sheet

Schedule 4 –		Knowledge

Schedule 5 –		Consents Required at Closing

iii

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement, dated as of May 12, 2008 (this “ Agreement ”), is by and among The Spectranetics Corporation, a Delaware corporation (the “ Purchaser ”), on the one hand, and Kensey Nash Corporation, a Delaware corporation (the “ Company ”), ILT Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ ILT ”), and Kensey Nash Holding Corporation, a Delaware corporation and wholly owned subsidiary of the Company (“ KNH ” and, together with the Company and ILT, the “ Seller Parties ”), on the other hand.

RECITALS :

A. The Seller Parties are engaged, in part, in the business of inventing, researching, developing, manufacturing and/or marketing the Acquired Technology for sale anywhere in the world (the “ Business ”, it being clarified that KNE’s entire business shall be included in such definition).

B. The Seller Parties desire to sell any and all of their right, interest and title in and to the Acquired Assets and the Purchaser desires to acquire the Seller Parties’ right, interest and title in and to the Acquired Assets and agrees to assume the Assumed Liabilities, in each case on the terms and subject to the conditions set forth herein.

C. Upon the Closing, the Seller Parties (as the case may be) and the Purchaser shall enter into a Development and Regulatory Services Agreement and a Manufacturing and Licensing Agreement, pursuant to which the Seller Parties (as the case may be) will, among other things agree to, (1) manufacture the QuickCat products during an initial period after Closing for sale by the Purchaser, (2) manufacture the ThromCat and SafeCross products during such initial period and a second period after the Closing for sale by the Purchaser during such periods after the Closing, (3) undertake certain development and regulatory activities in connection with the Acquired Technology or otherwise as may be agreed between the parties and (4) assist in the transfer to the Purchaser of the know-how, trade secrets and similar intellectual property rights included in the Acquired Assets, in each case on the terms and subject to the conditions set forth therein.

D. Upon the Closing, the Company, ILT and the Purchaser shall enter into a Non-Competition and Confidentiality Agreement.

E. Upon the Closing, the Purchaser and the Company shall enter into a License Agreement whereby the Purchaser shall license back to the Company certain of the Acquired Assets for orthopedic applications on terms and conditions set forth therein.

Accordingly , in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements set forth in this Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

DEFINITIONS

1.1 Defined Terms . Capitalized terms defined in this Agreement whenever used herein (including, without limitation, the Exhibits and Schedules hereto) shall have the meanings given to such terms in this Agreement. The terms defined in this Section 1.1 , whenever used herein (including, without limitation, the Exhibits and Schedules hereto), shall have the following meanings for all purposes of this Agreement:

(a) “ Acquired Assets ” shall mean, except for any Excluded Assets, all the right, title and interest that any of the Seller Parties or any Affiliate of any of the Seller Parties possess in and to the following properties, assets and rights of any kind, whether tangible or intangible, including those listed on the Schedule of Acquired Assets attached as Exhibit 1 hereto (the “ Schedule of Acquired Assets ”), currently owned by any of the Seller Parties or any Affiliate of any of the Seller Parties:

(i) all Assumed Contracts (provided, the transfer of certain Assumed Contracts as noted on the Schedule of Acquired Assets will occur upon the expiration of the QuickCat Manufacturing Period and the SC/TC Manufacturing Period, each as defined in the Manufacturing and Licensing Agreement);

(ii) the KNE Share;

(iii) all Intellectual Property Rights;

(iv) all other technology rights and licenses, franchises, know-how, inventions, designs, specifications, plans and drawings used exclusively in the Business;

(v) all Books and Records, including without limitation, all Product Records;

(vi) all Registrations and other Permits in the name of the Seller Parties that relate primarily to, or are otherwise necessary to, the manufacture, sale and distribution of the Acquired Technology (provided, such transfer may be delayed to the extent reasonably necessary for the Company to perform its obligations under the Services Agreement);

(vii) all Promotional Materials related to the Acquired Technology;

(viii) all causes of action, rights and remedies arising under the Intellectual Property Rights prior to or after Closing;

(ix) all rights, claims, credits, causes of action, choses in action and rights of set-off against third parties to the extent relating to any of the

Acquired Assets or any of the Assumed Liabilities, including all rights in and to products sold or leased (including products returned after the Closing and rights of rescission, replevin and reclamation) in the operation or conduct of the Business and all guarantees, representations, warranties, indemnities and similar rights in favor of the Seller Parties to the extent relating to any of the Acquired Assets or any of the Assumed Liabilities (other than any such rights set forth in this Agreement);

(x) the Trade Receivables;

(xi) all Fixtures and Equipment and other non-Inventory tangible assets used primarily in the Business;

(xii) all Inventory related to the QuickCat Aspiration product line (it being understood that all other Inventory shall be treated under the terms of the Manufacture and License Agreement); and

(xiii) all other properties, assets and rights of any kind used primarily in the Business.

(b) “ Acquired Technology ” shall mean collectively the following products of the Seller Parties: (a) the QuickCat Aspiration Catheter product line, (b) the ThromCat Thrombectomy Catheter System product line and (c) the Safe-Cross RF CTO System product line (including the Safe-Cross Console), and such modifications and accessories thereto as would be covered by the Registrations and/or claims included within the Intellectual Property Rights. For the sake of clarity, except where used in Article III , Acquired Technology shall also include any improvements or other deliverables developed under the Services Agreement.

(c) “ Action ” shall mean any action, claim, suit, litigation, proceeding, labor dispute, arbitral action, governmental audit, inquiry, criminal prosecution, investigation or unfair labor practice charge or complaint.

(d) “ Affiliate ” shall mean, with respect to any Person, (a) any other Person of which securities or other ownership interests representing more than five percent (5%) of the voting interests are, at the time such determination is being made, beneficially owned or Controlled by such Person, or (b) any other Person which, at the time such determination is being made, is Controlling, Controlled by or under common Control with such Person. For the purposes hereof, (i) “ Control ,” whether used as a noun or verb, refers to the possession, directly or indirectly, of the power to affirmatively direct, or affirmatively cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and (ii) a “ beneficial owner ” of a security is any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares (x) voting power, which includes the power to vote, or direct the voting of, such security, or (y) investment power, which includes the power to dispose, or to direct the disposition of, such security. A Person shall lose its status as an Affiliate of a party if it no longer falls within the preceding definition of “Affiliate.”

(e) “ Agreement for Services ” means the Agreement for Services, dated April 28, 2006, between the Company and KNE.

(f) “ Assignment and Assumption Agreement ” means the Assignment and Assumption Agreement in the form attached hereto as Exhibit 3 , whereby the Selling Parties will assign, and Purchaser will assume, in each case with any required consents of any third parties thereto, each of the Assumed Contracts.

(g) “ Assumed Contracts ” shall mean all Contracts listed on Schedule A of the Schedule of Acquired Assets under the heading “Assumed Contracts”.

(h) “ Bill of Sale ” means the Bill of Sale in the form attached hereto as Exhibit 6 .

(i) “ Books and Records ” shall mean (a) all records and lists, including those relating to customers, suppliers or personnel, (b) all financial, legal, regulatory, accounting and personnel records and files, (c) all other books, ledgers, files, laboratory notebooks, reports, plans, drawings and operating records, whether in hard copy or computer or other format (including historical files and documents of the Business stored on computer systems or backup files), maintained by or for the Seller Parties, and (d) all files relating to the Intellectual Property Rights, but in the case of each of (a)-(c) above, only to the extent necessary for the Business. For the avoidance of doubt, in no event shall “ Books and Records ” be deemed to include any records or files relating to Taxes other than sales or use Taxes or Property Taxes, copies of which will be provided to the Purchaser.

(j) “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are required or authorized by Law to be closed.

(k) “ Code ” means the United States Internal Revenue Code of 1986, as amended.

(l) “ Commissionaire Agreement ” means the Commissionaire Agreement, dated as of June 26, 2006 between the Company and KNE.

(m) “ Company Disclosure Schedule ” means the disclosure schedule and related attachments attached hereto as Exhibit 2 .

(n) “ Confidentiality Agreements ” shall mean, collectively, the Confidentiality Agreement, dated on or about October 3, 2007 between the Company and the Purchaser and the letter agreement dated as of March 14, 2008 between the Company and the Purchaser.

(o) “ Contract ” shall mean any agreement, contract, note, loan, evidence of indebtedness, purchase order, letter of credit, indenture, security or pledge agreement, franchise agreement, undertaking, covenant not to compete, covenant not to sue, employment agreement, license, instrument, obligation or commitment to which (i) any Seller Party is a party or is bound and that relates to the Business or the Acquired Assets, whether oral or written, or (ii) to which

KNE is a party or is bound, irrespective of whether it relates to the Business or the Acquired Assets.

(p) “ Copyrights ” shall mean all U.S. and non-U.S. registered copyrights, applications for copyright registration and unregistered copyrights owned or otherwise controlled by any of the Seller Parties that primarily relate to, or are otherwise necessary to the use, development, manufacture and sale of, the Acquired Technology, including without limitation, those listed on Schedule B of the Schedule of Acquired Assets.

(q) “ Cumulative Revenue ” shall mean the aggregate Sales Price of products of the Acquired Technology sold during the relevant period of determination.

(r) “ Environment ” means any surface water, groundwater, land surface, subsurface strata, river sediment, plant or animal life, natural resources, air (including indoor air and ambient air) and soil.

(s) “ Environmental Laws ” means all applicable international, federal, state, local and foreign laws, statutes, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, treaties or binding agreements issued, promulgated or entered into by any Governmental Entity (as defined below), and any Permits issued thereunder, relating in any way to the Environment, to preservation or reclamation of natural resources or endangered species, to exposure to Hazardous Materials, to Handling of Hazardous Materials, or to the presence or management of any Release or threat of Release of Hazardous Materials.

(t) “ Excluded Assets ” shall mean the following assets of the Seller Parties which are not to be acquired by the Purchaser hereunder:

(i) the corporate charters and other organizational documents of the Seller Parties or any of their respective Affiliates (other than KNE) qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualification, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of the Seller Parties or any of their Affiliates (other than KNE) as a corporation;

(ii) all cash, cash equivalents and investments;

(iii) any Permits that are not Acquired Assets;

(iv) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind against any Person to the extent related to the Liabilities that are not Assumed Liabilities;

(v) except for the KNE Share, all equity interests and other capital stock that is owned by the Company, ILT or KNH;

(vi) the assets listed on Schedule 1 attached hereto under the heading “Excluded Assets”;

(vii) all rights of any Seller Party under Contracts that are not Assumed Contracts or KNE Contracts;

(viii) the rights of the Seller Parties under this Agreement and the other agreements entered into in connection herewith;

(ix) all rights of the Seller Parties to any Tax refunds, Tax deposits, Tax payments and estimated Taxes, provided, however, this exclusion shall not affect the liability of the Seller Parties for Property Taxes pursuant to Section 6.6(c) or Taxes of KNE for Pre-Closing Tax Periods pursuant to Section 9.2(viii) ;

(x) all insurance policies in the name of the Seller Parties or any of their Affiliates (other than KNE), and any rights to payment (whether matured or unmatured) with respect thereto; and

(xi) copies of all Books and Records that any Seller Party is required by Law or good business practice to retain in its possession.

(u) “ FDA ” means the United States Food and Drug Administration.

(v) “ FDA Act ” means the United States Food, Drug and Cosmetic Act, as amended, and applicable regulations and guidances thereunder.

(w) “ Final Base Purchase Price ” shall mean:

(i) an amount equal to the Preliminary Base Purchase Price; plus

(ii) the Dollar amount of the assets included in the line item “cash and cash equivalents” of KNE as of the Closing Date and shown in the KNE Closing Balance Sheet; plus

(iii) the Dollar amount of the assets included in the line item “Intercompany A/R” of KNE as of the Closing Date and shown in the KNE Closing Balance Sheet; plus

(iv) the Dollar amount of the assets included in line item “Input VAT” of KNE as of the Closing Date and shown in the KNE Closing Balance Sheet; minus

(v) the aggregate Dollar amount of any and all liabilities and/or accruals of KNE (including, without limitation, (i) any category of liabilities or accruals included in line items denoted with a “K” in the KNE Balance Sheet and (ii) all Liabilities, payments and obligations relating to the termination of the

KNE Lay-Off Employees or otherwise arising under the KNE Lay-Off Employee Ancillary Contracts, whether to be accrued under GAAP or not) as of the Closing Date and shown in the KNE Closing Balance Sheet.

(x) “ Fixtures and Equipment ” shall mean the machinery, spare parts, tools, supplies, equipment and other tangible personal property owned or leased by any Seller Party listed on Schedule C of the Schedule of Acquired Assets, including all warranty rights with respect thereto.

(y) “ Force Majeure Event ” means any natural disaster, destruction, casualty, act of God, war, terrorist act, fire or labor strike with respect to the manufacturing operations of the Business located at 735 Pennsylvania Avenue, Exton, Pennsylvania, in each case only to the extent that such event that would render impossible the Company’s ability to perform its obligations under the Manufacture and License Agreement as of the Closing Date, without regard to any cure periods or Force Majeure conditions contained therein.

(z) “ GAAP ” shall mean generally accepted accounting principles in effect in the United States, applied on a consistent basis.

(aa) “ German Contract ” means that certain Contract between KNE and Azenio Business Centre GmbH & Co. KG dated February 1, 2007.

(bb) “ German Contract Condition ” means that, prior to the Closing, the German Contract has been amended by the parties thereto in writing in order to provide that the German Contract may thereafter be terminated by KNE upon no more than sixty (60) days’ prior written notice and that in the event of such notice KNE shall not be obligated to make any payment to the counterparty of the German Contract for any period following such termination of the German Contract.

(cc) “ Governmental Entity ” shall mean any court or any governmental or other administrative or regulatory authority, department, ministry, agency or commission, whether federal, state or local, U.S. or non-U.S., including notified bodies designated by the member states of the European Union and the European Free Trade Association.

(dd) “ Handling of Hazardous Materials ” shall mean the production, use, generation, Release, storage, treatment, formulation, processing, labeling, distribution, transportation, recycling, or other handling or disposition of, or exposure to, Hazardous Materials.

(ee) “ Hazardous Material ” means any waste, substance, product, pollutant or material, whether solid, liquid or gaseous, that (1) is or contains petroleum or any fraction thereof, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radon gas, radioactive substances, oil, or chlorofluorocarbons or any other ozone depleting substance, (2) requires removal, remediation or reporting under any Environmental Law, or is defined, listed or identified in any Environmental Law as a “contaminant”, “pollutant”, “toxic substance”, “toxic material”, “hazardous waste” or “hazardous substance” or words of similar meaning and regulatory effect thereunder, or (3) is toxic, explosive, corrosive, flammable, infectious,

radioactive, carcinogenic, mutagenic or otherwise hazardous and is regulated as such by any Governmental Entity under any Environmental Law.

(ff) “ Intellectual Property Rights ” shall mean the following intellectual property rights, whether protected, created or arising under the Laws of the United States or any other jurisdiction: (i) Trademark Rights; (ii) Patent Rights; (iii) Copyrights; (iv) Trade Secrets; (v) moral rights, publicity rights and any other proprietary, intellectual or industrial property rights of any kind or nature that exclusively relate to, or are otherwise necessary to the use, manufacture, offer for sale, sale, and importation of, the Acquired Technology, are owned or otherwise controlled by any of the Seller Parties, and do not comprise or are not protected by Trademark Rights, Patent Rights, Copyrights or Trade Secrets and (vi) the right to sue for past, present or future infringement of any of the foregoing.

(gg) “ Inventory ” shall mean all inventory of the Acquired Technology held for resale and all raw materials, work in process, finished products, wrapping, supply and packaging items and similar items with respect to the Acquired Technology and in each case whether owned or held by the Seller Parties, their Affiliates (including without limitation KNE) or their customers and wherever the same may be located.

(hh) “ KNE ” shall mean Kensey Nash Europe GmbH, a wholly owned foreign subsidiary of KNH, organized under the laws of Germany.

(ii) “ KNE Balance Sheet ” shall mean the unaudited balance sheet of KNE dated as of March 31, 2008 attached hereto as Schedule 3 .

(jj) “ KNE Share ” shall mean a share ( Geschäftsanteil ) in KNE in a nominal amount of EUR 600,000 (in words: Euro six hundred thousand) representing the entire registered share capital of KNE.

(kk) “ KNE Share Transfer Agreement ” means the Share Transfer Agreement Regarding the Assignment and Transfer of All Shares in KNE in the form attached hereto as Exhibit 7 .

(ll) “ Knowledge ” shall mean the actual knowledge that each of the officers and employees of the Company, ILT and KNH listed on Schedule 4 would have had, had such persons made all reasonable inquiries and investigations and the actual knowledge that each of the managing directors of KNE would have had, had such persons made all reasonable inquiries and investigations.

(mm) “ Laws ” shall mean any law, constitution, statute, ordinance, regulation, rule, directive, notice requirement, court decision, agency guideline, order, writ, injunction, award, judgment, decree, resolution, code, edict, treaty or binding agreement issued, enacted, adopted, promulgated, implemented, entered into or otherwise put into effect by or under the authority of any Governmental Entity.

(nn) “ Liabilities ” shall mean, as to any particular Person, any direct or indirect liability, indebtedness, obligation, commitment, claim, deficiency or guaranty of or by such Person of any type, whether known or unknown, disputed or undisputed, secured or unsecured,

due or to become due, vested or unvested, liquidated or unliquidated, accrued, absolute, contingent, matured or unmatured, whether or not the same is required to be accrued on the financial statements of such Person.

(oo) “ License Agreement ” shall mean the License Agreement, dated as of the Closing Date, between the Purchaser and the Company, in the form attached hereto as Exhibit 8 .

(pp) “ Liens ” means any and all mortgages, liens, pledges, charges, restrictions or encumbrances of any nature whatsoever.

(qq) “ Manufacturing and Licensing Agreement ” shall mean the Manufacturing and Licensing Agreement, dated as of the Closing Date, between the Purchaser and the Company, in the form attached hereto as Exhibit 9 .

(rr) “ Material Regulatory Issue ” means any development in applicable Law that would render the Seller Parties unable to sell in compliance with applicable Law any of the three products included in the Acquired Technology, so long as such development is not reasonably expected to be cured within thirty (30) days thereof.

(ss) “ Non-Competition Agreement ” means the Non-Competition Agreement, in the form attached hereto as Exhibit 10 , between the Purchaser, the Company and ILT.

(tt) “ Patent Assignment ” means the Patent Assignment in the form attached hereto as Exhibit 4 .

(uu) “ Patent Rights ” shall mean all U.S., foreign and international patents and patent applications, inventor’s certificates, utility models, design registrations, provisional applications, nonprovisional applications, substitutions, extensions, reissues, reexaminations, renewals, divisions, continuations, continuations-in-part, parents and other related applications and foreign counterparts of all of the foregoing owned or otherwise controlled by any of the Seller Parties that exclusively relate to, or are otherwise necessary to the use, manufacture, offer for sale, sale, and importation of, the Acquired Technology listed in each case on Schedule D of the Schedule of Acquired Assets.

(vv) “ Permit ” means each Registration and each federal, state, county, local or non-U.S. application, license, permit, approval, clearance, registration, certificate, filing, consent or order, and all supplements and amendments thereto filed with or issued or granted by, any Governmental Entity (including the FDA and any other Governmental Entity engaged in the regulation of the Acquired Technology or the Business), required for the operation of the Business as currently conducted, the holding of any interest in any of its properties and assets, or the operation of its facilities, that primarily relate to, or are otherwise necessary for the operation of the Business.

(ww) “ Permitted Liens ” means (i) Liens arising under equipment or maintenance financing or leasing agreements, (ii) Liens for Taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings, (iii) mechanics’, workmen’s, repairmen’s, warehousemen’s, and carriers’ Liens, or Liens of a similar type, arising in the ordinary course of business and/or (iv) Liens expressly set forth in any Assumed Contract.

(xx) “ Person ” means an individual, corporation, partnership, limited liability company, firm, joint venture, association, joint stock company, trust, unincorporated organization or other entity, or any Governmental Entity or quasi-governmental body or regulatory authority.

(yy) “ Post-Closing Tax Period ” means any Tax period beginning after the Closing Date and that portion of a Straddle Period beginning on the Closing Date.

(zz) “ Pre-Closing Tax Period ” means any Tax period ending before the Closing Date and the portion of any Straddle Period ending before the Closing Date.

(aaa) “ Preliminary Base Purchase Price ” shall mean Ten Million Dollars ($10,000,000).

(bbb) “ Processing Agreement ” shall mean the Processing Agreement, dated November 15, 2002, between Isomedix Operations Inc., a wholly owned subsidiary of Steris Corporation, and the Company.

(ccc) “ Product Records ” means all Books and Records related to the Acquired Technology, including copies of all customer and supplier lists, account lists, call data, sales histories, call notes, marketing studies, consulting reports, physician databases, and correspondence with respect to the Acquired Technology to the extent maintained by the Seller Parties, and all complaint files and adverse event files with respect to the Acquired Technology.

(ddd) “ Promotional Materials ” means the advertising, promotional and media materials, sales and training materials, trade show materials (including displays) and videos, used primarily or exclusively for the commercialization of the Acquired Technology.

(eee) “ Property Taxes ” means shall mean all real property Taxes, personal property Taxes and similar ad valorem Taxes.

(fff) “ Proprietary Rights ” means all U.S. and foreign trademarks and trademark rights, trade names and trade name rights, service marks and service mark rights, service names and service name rights, domain names, copyrights and copyright rights, patents and patent rights, mask works, brand names, trade dress, industrial or product designs, business and product names, logos, slogans, trade secrets, inventions (whether or not patentable), invention disclosures, processes, formulae, industrial models, designs, specifications, data, databases and data collections, technology, methodologies, computer programs (including all source codes, object codes, firmware, Software, development tools, files, records and data), manufacturing, engineering and technical drawings, and any other trade secret or other technical information, whether or not subject to statutory registration, and all common law and world-wide rights to registrations of trademarks, service marks and copyrights, and the right to sue for patent infringement, if any, in connection with any of the foregoing, and all documents, disks and other media on which any of the foregoing is stored.

(ggg) “ Registrations ” means the regulatory clearances, approvals, authorizations, certificates, agreements and other permissions issued by Governmental Entities and held by the Seller Parties required for the commercial marketing and sale of the Acquired

Technology, including without limitation, the clearances issued under Section 510(k) of the FDA Act covering the Acquired Technology numbered K001992, K010531, K012169, K011986, K021323, K021243, K021638, K030984, K031417, K031692, K032784, K031842, K033708, K032031, K033929, K040037, K040481, K041973, K050916, K050915, K073162, K072195, K060016, K060092 and K073519, and any supplements, amendments or modifications thereto, submitted to or required by the FDA prior to the Closing Date.

(hhh) “ Release ” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching, or migration at, into or onto the Environment, including movement or migration through or in the Environment, whether sudden or non-sudden and whether accidental or non-accidental, or any release, emission or discharge as those terms are defined in any applicable Environmental Law.

(iii) “ Sales Price ” means the price per unit at which a product is sold by the Purchaser (or is Affiliates, successors or assigns). For the avoidance of doubt, the following items shall not be included in the calculation of the “ Sales Price ”: (i) any refunds, credits or allowances actually given or credited to any party due to rejections, defects or returns of products, (ii) any sales, use, occupation or excise taxes, duties or other governmental charges imposed on, and paid by the Purchaser during, the importation, exportation, use or sale of products, and (iii) any freight, postage or insurance charges actually incurred.

(jjj) “ Services Agreement ” shall mean the Development and Regulatory Services Agreement, dated as of the Closing Date, between the Purchaser and the Company, in the form of Exhibit 11 hereto.

(kkk) “ Software ” shall mean any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, and all documentation, including user manuals and training materials, relating to any of the foregoing; provided , however , that the term “Software” shall specifically exclude any computer programs that are generally available to the public, including computer programs available pursuant to “shrink wrap,” “click wrap” and other similar license agreements.

(lll) “ Straddle Period ” means any Tax period beginning before and ending on or after the Closing Date.

(mmm) “ Tax ” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, ad valorem, value added, alternative or add-on minimum, estimated tax, all taxes and charges accessory to taxes (Steuern und steuerliche Nebenleistungen) within the meaning of § 3 of the German Tax Code (Abgabenordnung) or social security contributions (Sozialversicherungsbeiträge) or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

(nnn) “ Tax Return ” means any report, return, declaration, information return, statement or other information required to be supplied to a taxing authority with respect to any Tax or Taxes, including any schedule or attachment thereto, and including any amendments thereof.

(ooo) “ Trade Receivables ” means the trade accounts receivable and notes receivable of the Business as of the Effective Time.

(ppp) “ Trade Secrets ” shall mean non-public know-how, inventions, discoveries, improvements, concepts, ideas, methods, processes, designs, schematics, drawings, formulae, technical data, specifications, research and development information, technology, data bases, inventions for which patent applications have not yet been filed and other technical information owned or otherwise controlled by any of the Seller Parties that relate primarily to, or are otherwise necessary to the manufacture and sale of, the Acquired Technology, but excluding any Copyrights or Patent Rights that may cover or protect any of the foregoing.

(qqq) “ Trademark Assignment ” means the Trademark Assignment in the form attached hereto as Exhibit 5 .

(rrr) “ Trademark Rights ” shall mean (i) those certain trademarks, including all U.S. and non-U.S. registered trademarks, applications to register trademarks, intent-to-use applications, or other registrations or applications related to trademarks, common-law trademarks and rights, service marks, trade dress, logos, trade names and corporate names listed on Schedule E of the Schedule of Acquired Assets, (ii) all rights arising from the use of or existing in connection with the domain names: “intraluminal.com” and “intraluminal.info”, and (iii) all goodwill associated with the foregoing and all registrations and applications for registration of any of the foregoing.

(sss) “ Transaction Documents ” means this Agreement, the Bill of Sale, the Manufacturing and Licensing Agreement, the License Agreement, the Non-Competition and Confidentiality Agreement, the Services Agreement, the various Assignments, and all other agreements, documents, certificates and instruments to be delivered pursuant to or in connection with this Agreement.

1.2 Other Defined Terms . The following terms shall have the meanings defined for such terms in the Sections set forth below:


Term		Section
“Acquisition Proposal”		5.4(b)
“Agreement”		Preamble
“Allocation”		2.7(a)
“Allocation Statement”		6.6(d)
“Assumed Liabilities”		2.3
“Base Purchase Price Determination Certificate”		2.5(c)(i)
“Base Purchase Price Settlement Payment”		2.5(b)
“Basket Threshold”		9.5(a)
“Business”		Recitals


Term		Section
“Cap”		9.5(b)
“Closing”		2.1(a)
“Closing Date”		2.1(a)
“COBRA”		2.4(a)
“Company”		Preamble
“Company Disclosure Schedule Supplement”		5.5
“Confidential Information”		6.1(a)
“Confidentiality Parties”		6.1(a)
“Cumulative Revenue Report”		2.6(a)
“Disputed Items”		2.5(c)(iii)
“Effective Time”		2.1(a)
“Financial Information”		3.15
“Harmful Code”		3.6(o)
“Health Care Laws”		3.10(a)
“ILT”		Preamble
“Indemnitee”		9.4(a)
“Indemnitor”		9.4(a)
“Independent Accounting Firm”		6.6(d)
“Intellectual Property Contracts”		3.6(b)
“KNE Closing Balance Sheet”		2.5(c)(i)
“KNE Contracts”		3.7(d)
“KNE Lay-Off Employees”		6.8
“KNE Lay-Off Employee Ancillary Contracts”		6.8
“KNE Other Employees”		6.8
“KNH”		Preamble
“Losses”		9.2
“Material Contracts”		3.7(a)
“Neutral Auditor”		2.5(c)(iv)
“Post-Closing Payment”		2.6
“Publicly Available Software”		3.6(p)
“Purchaser”		Preamble
“Purchaser Indemnified Parties”		9.2
“Purchaser’s Returns”		6.6(d)
“Registered Intellectual Property Rights”		3.6(a)
“Representatives”		4.7
“Retained Liabilities”		2.4
“Revised Base Purchase Price Determination Certificate”		2.5(c)(iii)
“Safety Notices”		3.10(h)
“Seller Indemnified Parties”		9.3
“Seller Parties”		Preamble
“Tax Claim”		6.6(j)
“Third Party Claims”		9.4(b)
“Transfer Taxes”		2.8

ARTICLE II

SALE AND PURCHASE OF ACQUIRED ASSETS AND ASSUMED LIABILITIES

2.1 Closing .

(a) The closing (the “ Closing ”) of the transactions contemplated herein with respect to the Business shall be held at 8:00 a.m., local time, at the offices of Katten Muchin Rosenman LLP (except for the notarization of the KNE Share Transfer Agreement, which shall take place at the offices of Latham & Watkins LLP, Reuterweg 20, 60323 Frankfurt am Main/Germany) on May 30, 2008, or such earlier date as the Purchaser and the Company shall mutually agree upon in writing (such date, the “ Closing Date ”). The consummation of the Closing shall be deemed to have occurred as of 12:01 a.m. Eastern time on the Closing Date (the “ Effective Time ”).

(b) Closing Deliveries to the Seller Parties . At the Closing, the Seller Parties shall have received, and the Purchaser shall deliver, or, if applicable, cause its Affiliates or its permitted assigns to deliver, duly executed copies (as applicable) of each of the following:

(i) the Preliminary Base Purchase Price;

(ii) the Services Agreement;

(iii) the License Agreement;

(iv) the Manufacture and License Agreement;

(v) the Bill of Sale;

(vi) the Assignment of Patent Rights;

(vii) the Assignment of Trademark Rights;

(viii) the Assignment of Copyrights;

(ix) the Assignment of Other Intellectual Property Rights;

(x) the Assignment and Assumption Agreement;

(xi) the Non-Competition and Confidentiality Agreement;

(xii) letters from the Purchaser to the FDA and each other applicable Governmental Entity in the form and including the content required under applicable Laws, duly executed by the Purchaser, assuming responsibility for the Registrations from the Seller Parties; and

(xiii) the legal opinion of the Vice-President, General Counsel, of the Purchaser, dated the Closing Date and addressed to the Seller Parties, in the form attached hereto as Exhibit 12 .

In addition, at the Closing, the Purchaser and KNH shall (via authorized representatives) enter into the KNE Share Transfer Agreement in front of a German notary public.

(c) Closing Deliveries to the Purchaser . At the Closing, the Purchaser shall have received, and the applicable Seller Party shall deliver, or if applicable, cause the applicable third party (other than the Purchaser) to deliver duly executed copies (as applicable) of, each of the following:

(i) the Services Agreement;

(ii) the License Agreement;

(iii) the Manufacture and License Agreement;

(iv) the Bill of Sale;

(v) the Assignment of Patent Rights;

(vi) the Assignment of Trademark Rights;

(vii) the Assignment of Copyrights;

(viii) the Assignment of Other Intellectual Property Rights;

(ix) the Assignment and Assumption Agreement;

(x) the Non-Competition and Confidentiality Agreement;

(xi) duly executed resignation letters, effective at or prior to the Closing Date, of Mrs. Wendy DiCicco and Mr. Günter Ernst, providing for their resignation as managing directors of KNE and a duly adopted shareholders’ resolution of KNE providing for the appointment of such person(s) as new managing directors of KNE as nominated by the Purchaser to the Seller Parties at least three (3) Business Days prior to the Closing Date;

(xii) certification by an officer of the Company, in form and substance reasonably satisfactory to the Purchaser, certifying that its Board of Directors has approved this Agreement and the transactions contemplated hereby;

(xiii) resolutions duly adopted by the Board of Directors and sole stockholder of ILT, KNH and KNE approving this Agreement and the transactions contemplated hereby;

(xiv) the legal opinion of Katten Muchin Rosenman LLP, counsel to the Company, dated the Closing Date and addressed to the Purchaser, in the form attached hereto as Exhibit 13 ;

(xv) letters from the Seller Parties to the FDA and each other applicable Governmental Entity in the form and including the content required

under applicable Laws, duly executed by the Seller Parties, transferring the rights to the Registrations to the Purchaser; and

(xvi) all reasonably necessary forms and certificates complying with applicable Law duly executed and acknowledged by the Seller Parties, certifying that the transaction contemplated hereby is exempt from withholding under Section 1445 of the Code.

In addition, at the Closing, KNH (via authorized representatives) and the Purchaser shall enter into the KNE Share Transfer Agreement in front of a German notary public.

2.2 Transfer of Acquired Assets . Upon the terms and subject to the conditions contained herein, at the Closing, the Seller Parties will sell, convey, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Seller Parties, the Acquired Assets free and clear of all Liens except Permitted Liens.

2.3 Assumption of Liabilities . Upon the terms and subject to the conditions contained herein, at the Closing, the Purchaser shall assume and pay, discharge and perform as and when due, and the Seller Parties shall assign to the Purchaser the following, and only the following, Liabilities of the Seller Parties relating to the Business (the “ Assumed Liabilities ”):

(a) all Liabilities of the Seller Parties or their Affiliates arising from and after the Closing under all Assumed Contracts;

(b) all Liabilities set forth on Schedule 2 attached hereto; and

(c) all Liabilities arising out of or related to the ownership and use of the Acquired Assets and the operation and conduct of the Business on and after the Closing Date.

2.4 Retained Liabilities . Neither the Purchaser nor any Affiliate of the Purchaser shall assume, or otherwise be responsible for any and all Liabilities of the Seller Parties and their Affiliates not expressly assumed as an Assumed Liability in Section 2.3 , whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the Closing Date (the “ Retained Liabilities ”). Without limitation of the foregoing provisions of this Section 2.4 , it is expressly agreed and understood that neither the Purchaser nor any Affiliate of the Purchaser shall assume any of the following liabilities of the Seller Parties:

(a) any Liability of the Seller Parties to or in respect of any employees or former employees of the Seller Parties or their Affiliates, including, (i) any claim or demand of a current or former employee relating to or arising as a result of employment, termination by the Seller Parties thereof, or an employment agreement, whether or not written, between a Seller Party or its Affiliates and any Person, including, for this purpose, with respect to any Person claiming entitlements or benefits on the basis of a claimed employer-employee relationship between a Seller Party and such Person, (ii) any Liability under any employee plan at any time maintained, contributed to or required to be contributed to by or with respect to a Seller Party or its Affiliates or under which a Seller Party or its Affiliates may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to a Seller Party’s or

its Affiliates’ withdrawal or partial withdrawal from or termination of any employee plan, (iii) any Liability under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”) arising as a result of any act or omission by the Seller Parties, (iv) any Liability of a Seller Party or its Affiliates under the WARN Act, and any similar state, local U.S. or non-U.S. law or regulation, (v) any Liability of a Seller Party or its Affiliates for severance, accrued vacation and/or paid time and/or mandatory or customary payment and/or benefit and/or entitlement for employees of a Seller Party or its Affiliates, and (vi) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal, state or non-U.S. employment discrimination law or regulation, which shall have been asserted prior to the Closing Date or is based on acts or omissions by any Seller Party which occurred prior to the Closing Date;

(b) any Liability of Seller, or otherwise imposed on the Acquired Assets or with respect to the Business, in respect of any Tax, including without limitation any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise, but excluding any Property Taxes to the extent specifically allocated to the Purchaser pursuant to Section 6.6(c) ;

(c) any Liability to the extent arising from any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in or use or misuse of products sold or from services performed by or on behalf of any Seller Party or any other Person prior to the Closing Date;

(d) any Liability of the Seller Parties for any Action to the extent arising out of or related to claims (i) asserted prior to the Closing Date against any Seller Party or against or in respect of any Acquired Assets or (ii) with respect to which the action or occurrence giving rise to such claim shall have arisen prior to the Closing Date;

(e) except as expressly provided in this Agreement with respect to Assumed Contracts, any Liability of the Seller Parties to the extent resulting from entering into, performing its obligations pursuant to or consummating the transactions contemplated by this Agreement;

(f) any Liability of a Seller Party or its Affiliates that arises out of or relates to any Excluded Asset;

(g) any Liability of a Seller Party or the Business to any Seller Party’s Affiliates arising prior to the Closing Date;

(h) any Liability of a Seller Party for the payment of fees or expenses of any broker or finder in connection with the origin, negotiation or execution of this Agreement or in connection with any transaction contemplated hereby; and

(i) any Liability of a Seller Party arising out of or relating to the ownership or operation of the Business or the Acquired Assets prior to the Closing Date, including outstanding

(immediately prior to the Closing) debts or obligations owed to third parties under any Assumed Contracts.

2.5 Purchase Price .

(a) Preliminary Base Purchase Price . In consideration for the sale and transfer of the Acquired Assets, the Purchaser shall pay or cause to be paid to the Company at the Closing, by wire transfer of immediately available funds and in lawful currency of the United States to one or more accounts designated in writing by the Seller Parties, cash equal to the Preliminary Base Purchase Price.

(b) Payment of Final Base Purchase Price . Following the Closing Date, (i) if the Final Base Purchase Price exceeds the Preliminary Base Purchase Price, the Purchaser shall pay to the Seller Parties an amount equal to such excess in cash, or (ii) if the Final Base Purchase Price is less than the Preliminary Base Purchase Price, the Seller Parties shall pay to the Purchaser an amount equal to such shortfall in cash (such payment, as the case may be, by the Seller Parties to the Purchaser or the Purchaser to the Seller Parties the “ Base Purchase Price Settlement Payment ”). The Base Purchase Price Settlement Payment shall be made within five (5) Business Days from the date on which the Base Purchase Price Determination Certificate has become final and binding upon the parties hereto. Any amounts not paid when due shall bear interest at the rate of prime plus three percent (3%) per annum.

(i) For the purpose of determining the Final Base Purchase Price, as promptly as practical, but in any event within thirty (30) Business Days after the Closing Date, the Seller Parties shall prepare, and the Seller Parties shall deliver to the Purchaser (i) a balance sheet for KNE as of the Closing Date (the “ KNE Closing Balance Sheet ”), which shall be prepared in accordance with the consistently applied accounting and valuation principles used in the preparation of the KNE Balance Sheet and GAAP (except as otherwise agreed herein) and (ii) a written certificate derived from the KNE Closing Balance Sheet (the “ Base Purchase Price Determination Certificate ”) setting forth the Seller Parties’ calculation of the Final Base Purchase Price and the amount of Base Purchase Price Settlement Payment. The parties agree to work together in good faith to determine the amount of all Liabilities, payments and obligations relating to the termination of the KNE Lay-Off Employees or otherwise arising under the KNE Lay-Off Employee Ancillary Contracts, and that all such Liabilities, payments and obligations shall be included on the KNE Closing Balance Sheet, whether to be accrued under GAAP or not, it being understood that the Seller Parties shall cause KNE to have an amount of cash and cash equivalents as of the Closing Date equal to or greater than such Liabilities, payments and obligations.

(ii) For the purpose of reviewing the KNE Closing Balance Sheet and the Base Purchase Price Determination Certificate as well as for the resolution of disputes, the Seller Parties shall grant the Purchaser access to all reasonably required information, in order to enable the Purchaser to review the KNE Closing Balance Sheet and the Base Purchase Price Determination Certificate.

(iii) Any objections of the Purchaser to the KNE Closing Balance Sheet and the Base Purchase Price Determination Certificate must be raised within thirty (30) Business Days after receipt of the KNE Closing Balance Sheet and the Base Purchase Price Determination Certificate by providing the Seller Parties with (i) a written statement of objections (the “ Disputed Items ”), specifying in detail the grounds for the objections and (ii) a revised version of the Base Purchase Price Determination Certificate (the “ Revised Base Purchase Price Determination Certificate ”) taking the Purchaser’s position as to the Disputed Items into account. If and to the extent that the Purchaser does not timely state its Disputed Items in accordance with the requirements of the foregoing sentence, the Base Purchase Price Determination Certificate provided by the Seller Parties shall, with the expiration of such period, become final and binding upon the Parties.

(iv) If the Purchaser has duly delivered a written statement of objections, the Seller Parties and Purchaser shall, within thirty (30) Business Days following receipt of the written statement of objections by the Seller Parties (or within any other period of time mutually agreed upon between the Seller Parties and the Purchaser), use all reasonable efforts to reach an agreement on the Disputed Items. If and to the extent that, during such period, the Seller Parties and the Purchaser cannot reach an agreement on the Disputed Items either of them may present the matter to a neutral auditor from an auditing firm of international standing to be jointly appointed by them (the “ Neutral Auditor ”). If the Seller and the Purchaser cannot agree on the Neutral Auditor within ten (10) Business Days of a written request of either of them for such appointment, the Neutral Auditor shall at the request of either of them be a German certified accountant to be determined by the institute of Chartered Accountants in Dusseldorf after consideration of the proposals and comments by the Seller Parties and the Purchaser. The Seller Parties and the Purchaser shall jointly instruct the Neutral Auditor to decide the issues in dispute in accordance with the provisions of this Agreement.

(v) Unless jointly instructed otherwise by the Seller Parties and the Purchaser, the Neutral Auditor shall limit its decisions to the Disputed Items, but shall as basis for such decisions also duly take into account the undisputed parts of the KNE Closing Balance Sheet and the Base Purchase Price Determination Certificate. If and to the extent the Neutral Auditor’s decisions require the interpretation of provisions of this Agreement, the Neutral Auditor shall be entitled to interpret them as far as necessary to determine the Disputed Items and to reach a decision on them. Other decisions, e.g. concerning disputes about legal procedures or the fulfillment of procedural requirements, shall not be within the scope of the Neutral Auditor’s tasks. The Neutral Auditor shall act as an expert and not as an arbitrator.

(vi) The Parties shall make available to the Neutral Auditor the KNE Closing Balance Sheet and the Base Purchase Price Determination Certificate, the written statement of Disputed Items, the Revised Base Purchase Price Determination Certificate and all other documents and other data reasonably required by the Neutral Auditor to make the required decisions and determination. The Neutral Auditor shall immediately submit copies of all documents and other data made available by one party to the respective other party. Before deciding on the Disputed Items put to it by the Seller Parties and the Purchaser, the Neutral Auditor shall grant the Seller Parties and the Purchaser the opportunity to present their respective positions, which shall include the opportunity of at least one oral hearing in the presence of both of them and their professional advisers. The Seller Parties and the Purchaser shall instruct the Neutral Auditor to use its best efforts to deliver its written opinion with reasons for the decisions as soon as reasonably practical, but not later than within two (2) months of the issues in dispute having been referred to the Neutral Auditor. Except for manifest error or intentional fault, the Neutral Auditor’s decisions on the KNE Closing Balance Sheet and the Base Purchase Price Determination Certificate as determined by the Neutral Auditor shall be final and binding upon the parties for the purpose of determining the KNE Closing Balance Sheet and the Base Purchase Price Determination Certificate. The fees and disbursements of the Neutral Auditor shall be shared between the Seller Parties and the Purchaser in proportion to their respective success and defeat as determined by the Neutral Auditor.

(d) Following the Closing, the Seller Parties shall promptly pay to the Purchaser any amounts that may be received by any of the Seller Parties after the Effective Time with respect to any of the Acquired Assets, including, without limitation, the Trade Receivables.

2.6 Additional Consideration . As additional consideration for the transactions contemplated by this Agreement, the Purchaser shall pay to the Seller Parties the additional consideration (the “ Post-Closing Payment ”), as follows:

(a) From and after the Closing Date, the Purchaser shall, within thirty (30) days of the end of each fiscal quarter of the Purchaser, deliver to the Company a written report, in form and substance reasonably satisfactory to the Company, detailing the Cumulative Revenue for such fiscal quarter and the aggregate Cumulative Revenue since the Closing Date (each, a “ Cumulative Revenue Report ”).

(b) Post-Closing Payment . Within ten (10) Business Days after delivery of the Cumulative Revenue Report in which it is reported that the aggregate Cumulative Revenue since the Closing Date meets or exceeds $20,000,000, the Purchaser shall pay to the Seller Parties an amount equal to $6,000,000.

2.7 Allocation .

(a) No later than sixty (60) days following the Closing Date, the Purchaser will submit to the Seller Parties its allocation of the Purchase Price, the Post-Closing Payment plus Assumed Liabilities and any other items of consideration for purposes of Section 1060 of

the Code, in each case, to the extent properly taken into account under the Code and the applicable Treasury Regulations, among the Acquired Assets and the non-competition undertakings contained in the Non-Competition and Confidentiality Agreement, subject to the approval of the Seller Parties, which approval shall not be unreasonably withheld (the “ Allocation ”). The Allocation will be made in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder. The Purchaser and the Seller Parties agree to revise the Allocation to reflect any Final Base Purchase Price, Post-Closing Payment, Assumed Liabilities or any other item of consideration for purposes of Section 1060 of the Code, in each case to the extent not previously taken into account for purposes of the Allocation.

(b) The Purchaser and the Seller Parties agree to (i) be bound by the Allocation, (ii) act in accordance with the Allocation in the filing of all Tax Returns (including filing Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) take no position and cause their Affiliates to take no position inconsistent with the Allocation for income Tax purposes, including United States federal and state income Tax and non-U.S. income Tax, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. Not later than thirty (30) days prior to the filing of their respective Forms 8594 relating to this transaction if such filing is required by Law, each of the Purchaser and the Seller Parties shall deliver to the other a copy of its Form 8594.

2.8 Transfer Taxes . All transfer, stamp, documentary, sales, recording, conveyance, notary fees and similar Taxes imposed by reason of the transfers of Acquired Assets provided hereunder and any deficiency, interest or penalty asserted with respect thereto (“ Transfer Taxes ”) shall be shared equally by the Purchaser, on the one hand, and the Seller Parties, on the other hand; provided, however, that the Seller Parties shall be solely responsible for any and all Transfer Taxes in excess of Fifty Thousand Dollars ($50,000). All Transfer Taxes shall be paid to the relevant Taxing authority by the Seller Parties when due, subject to prompt reimbursement by the Purchaser in accordance with the foregoing. The Seller Parties shall file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes; provided , that, the Seller Parties shall permit the Purchaser to review and comment on each such Tax Return and other documentation prior to filing and shall make such revisions to each such Tax Return and other documentation as are reasonably requested by the Purchaser. If required by applicable Law, the Purchaser will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. The Seller Parties shall provide the Purchaser with evidence satisfactory to the Purchaser that such Transfer Taxes have been paid by the Seller Parties. Notwithstanding anything herein to the contrary, for any Acquired Asset for which any Transfer Taxes have already been imposed in connection with the Closing, the term Transfer Taxes shall not include any additional Taxes imposed by reason of any subsequent transfer from the Seller Parties to the Purchaser of Acquired Assets following the Closing.

2.9 Alternative Arrangements . Notwithstanding anything contained herein or in any agreement or certificate executed and delivered in connection with the transactions contemplated hereby to the contrary, neither this Agreement nor any such agreement or certificate shall constitute an agreement to assign any Contract, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without

the consent of a third party thereto, would constitute a default thereof. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that the Purchaser would not receive all such rights, the Seller Parties shall use commercially reasonable efforts to effect alternative arrangements in the form of a license, sublease, or operating agreement in form and substance reasonably satisfactory to the Purchaser and the Seller Parties until such time as such consent or approval has been obtained that results in the Purchaser receiving substantially all of the benefits under and bearing all the ordinary course costs, liabilities and other obligations with respect to any such Contract or Permit. Upon obtaining the requisite third party consent thereto, each such non-assignable Contract or Permit shall be transferred and assigned to the Purchaser hereunder.

ARTICLE III

REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS

The Seller Parties hereby, jointly and severally, represent and warrant to the Purchaser as follows, which representations and warranties shall (subject to the terms and conditions set forth in this Agreement) be true and correct as of the date hereof and as of the Closing Date:

3.1 Organization .

(a) Seller Parties . Each of the Seller Parties is an entity duly formed, validly existing and in good standing (in jurisdictions that recognize the concept of “good standing”) under the Laws of the jurisdiction of its organization, has all requisite company, corporate or other power to own, lease and operate its properties and assets and to carry on the Business as now being conducted. Each of the Seller Parties is duly qualified or licensed to do business and is in good standing as a foreign entity in each jurisdiction in which the nature of its business or ownership or leasing of its properties or assets makes such qualification or licensing necessary.

(b) KNE .

(i) KNE is a limited liability company ( Gesellschaft mit beschränkter Haftung ) duly organized and validly existing under the laws of Germany, registered with the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) of Frankfurt am Main under registration number HRB 53985 and having its registered office in Frankfurt am Main/Germany. Schedule 3.1(b) of the Company Disclosure Schedule contains true and complete copies of KNE’s current articles of association and commercial register excerpt. Except as set forth on Schedule 3.1(b) of the Company Disclosure Schedule, there are no shareholder resolutions or other facts which require any registration in KNE’s commercial register which have not been registered therein. KNE is not a party to any agreement that grants any third party (including the Sellers Parties and their Affiliates) any rights with respect to the corporate governance or the profits (or a portion thereof) of KNE, including inter-company agreements (Unternehmensverträge) within the meaning of sections 291 et seq. of the German

Stock Corporation Act, silent partnership agreements ( stille Beteiligungsverträge) and similar agreements..

(ii) KNE has all requisite corporate power to own, lease and operate its properties and assets and to carry on the Business as now being conducted, and is duly qualified and/or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or ownership or leasing of its properties and assets makes such qualification or licensing necessary.

(iii) The registered share capital of KNE amounts to EUR 600,000 (in words: Euro six hundred thousand). KNE’s entire registered share capital is represented by the KNE Share. The KNE Share is duly authorized and validly issued. The KNE Share is legally and beneficially owned by KNH, which is a wholly-owned subsidiary of the Company. There are no agreements or commitments providing for the issuance of additional shares in KNE. The KNE Share is fully paid-up and all non-cash contributions have been made at values not exceeding the fair market value of such contribution. No (cash or non-cash) contribution or any portion thereof has been (neither directly nor indirectly) repaid or otherwise returned. No hidden distribution of profits (verdeckte Gewinnausschüttung) have been made. There is no obligation to make any outstanding or additional capital contribution with respect to the KNE Share. The KNE Share is free and clear of any Liens or other rights of third parties. There are no pre-emptive rights, rights of first refusal, options or other rights of any third party to purchase or acquire the KNE Share.

(iv) No bankruptcy, insolvency, reorganization, liquidation or similar proceedings (whether mandatory or voluntary) are pending and no filing for such proceedings has been made or is required with respect to KNE. KNE has not entered into any moratorium agreement or similar agreement with its creditors. KNE has not stopped or suspended payment of its debts, become unable to pay its debts or otherwise become insolvent in any jurisdiction. No assets of KNE have been seized or confiscated by or on behalf of any third party nor are any foreclosure, forfeiture, execution or enforcement proceedings pending with respect to KNE or its assets. There are no facts or events which may reasonably be expected to result in any proceedings, events of circumstances as referred to in this Section 3. 1(b) (iv) .

(v) KNE does not hold any shares or equity interests in any other Person.

3.2 Authority; No Conflict; Required Filings and Consents .

(a) Each Seller Party has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of each Seller Party and KNE. This Agreement has been

duly executed and delivered by each Seller Party. This Agreement constitutes, assuming the due authorization, execution and delivery by the Purchaser, the valid and binding obligation of each Seller Party, enforceable against each Seller Party in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. No vote or written consent of any holder of securities of any Seller Party or of KNE (except as set forth in KNE’s articles of association) is necessary to approve this Agreement or any of the transactions contemplated hereby except such as has been obtained prior to the date hereof.

(b) The execution and delivery by each Seller Party of this Agreement does not, and the consummation of the transactions contemplated hereby will not, (i) result in the creation of any Liens on any of the Acquired Assets (other than Permitted Liens and Liens created pursuant to the terms of this Agreement and the other agreements and documents executed in connection with the consummation of the transactions contemplated hereby), (ii) conflict with, or result in any violation or breach of any provision of the articles of organization, certificate of incorporation, bylaws or other formation documents of any Seller Party or KNE, (iii) violate any Laws applicable to any Seller Party or KNE, or (iv) except as set forth on Schedule 3.2(b) of the Company Disclosure Schedule, conflict with or result in a breach of, or give rise to a right of termination or amendment of or loss of benefit under, or accelerate the performance required by the terms of any judgment, court order or consent decree, or any Assumed Contract or any KNE Contract or constitute a default thereunder.

(c) Neither the execution and delivery by the Seller Parties of this Agreement nor the consummation of the transactions contemplated hereby will require any consent, approval, order or authorization of, or registration, declaration or filing with, or notification to any Governmental Entity or any Person, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws and (ii) such other consents, approvals, authorizations, permits, filings, registrations and notifications which are listed on Schedule 3.2(c) of the Company Disclosure Schedule.

3.3 Tax Matters .

(a) All material Tax Returns related to the Business required to be filed prior to the date hereof by the any Seller Party have been filed. All such Tax Returns are complete and accurate in all material respects. All material Taxes of any Seller Party whether or not shown on such Tax Returns have been timely paid. The Seller Parties have withheld and paid over all Taxes related to the Business required to have been withheld and paid over prior to the date hereof in connection with amounts paid or owing to any employee, independent contractor, or other third party. There are no Liens on any of the Acquired Assets with respect to Taxes, other than Permitted Liens. No written claim has ever been made to a Seller Party by an authority in a jurisdiction where such Seller Party does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

(b) All material Tax Returns required to be filed prior to the date hereof by KNE have been filed in each relevant jurisdiction. All such Tax Returns are complete and accurate in all material respects. All material Taxes of KNE whether or not shown on such Tax Returns have been timely paid, and there are no claims or Liens outstanding against KNE or any of its property or assets with respect to any unpaid or disputed Taxes. KNE has withheld and paid over all Taxes required to have been withheld and paid over prior to the date hereof in connection with amounts paid or owing to any employee, independent contractor, or other third party. No written claim has ever been made to KNE by an authority in a jurisdiction where KNE does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

(d) The unpaid Taxes of KNE did not, as of the date of the KNE Balance Sheet, exceed the reserves for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the KNE Balance Sheet (rather than in any notes thereto). Since the date of the KNE Balance Sheet, KNE has not incurred any liability for Taxes outside the ordinary course of business consistent with past practice.

(e) The Tax Returns of the Seller Parties related to the Business and the Acquired Assets or of KNE are not being audited by a taxing authority, and to the Knowledge of the Seller Parties and KNE, no such audit is threatened. Neither any Seller Party nor KNE is a party to any action or proceeding for assessment or collection of Taxes with respect to the Business, the Acquired Assets or KNE, and, to the Knowledge of the Seller Parties and KNE, no such action or proceeding is threatened against the Business, the Acquired Assets or KNE. No waiver or extension of any statute of limitations is in effect with respect to Taxes or Tax Returns of the Seller Parties related to the Business and the Acquired Assets or of KNE.

(f) No Acquired Asset (i) is property required to be treated as owned by another person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986, (ii) constitutes “tax-exempt use property” within the meaning of Section 168(h) of the Code or (iii) is “tax-exempt bond financed property” within the meaning of Section 168(g) of the Code.

(g) KNE (i) is not and has never been a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is not and has never been treated as a U.S. corporation under Section 7874(b) of the Code; or (ii) is not a “domestic corporation” within the meaning of Section 7701(a)(4) of the Code.

3.4 Absence of Certain Changes or Events . Since June 30, 2007 through the date of this Agreement, except as set forth on Schedule 3.4 of the Company Disclosure Schedule, no Seller Party has and KNE has not:

(a) sold, assigned, transferred or licensed, or granted any covenant not to sue based on, any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, in each case used in connection with the Business;

(b) sold, assigned, leased, licensed, transferred or otherwise disposed of any of its properties or assets used in the Business, except Inventory sold or transferred in the ordinary course of business consistent with past practice and obsolete or worn out equipment sold or otherwise disposed of in a manner consistent with past practice which was not otherwise material (individually or in the aggregate) to the Business;

(d) suffered any damage to or destruction or casualty of (whether or not covered by insurance) any asset individually or in the aggregate material to the operation of the Business;

(e) failed to pay any creditor any amount arising from the operation of the Business owed to such creditor when due, other than good faith disputes and trade payables arising in the ordinary course of business and not past due more than sixty (60) days;

(f) defaulted on any material obligation related to the conduct or operation of the Business without curing such default;

(g) granted any allowances or discounts with respect to the Business outside the ordinary course of business consistent with past practice or sold Inventory materially in excess of reasonably anticipated consumption for the near term outside the ordinary course of business consistent with past practice;

(h) amended, cancelled or terminated, or received any notice of termination of, any Assumed Contract or KNE Contract or Permit that is an Acquired Asset or entered into any Material Contract or obtained any Permit related to the Business;

(i) accelerated, terminated, modified, or cancelled any agreement, contract, lease or license necessary for or arising exclusively from the Business and involving more than $25,000;

(j) delayed or postponed the payment of accounts payable or other liabilities primarily relating to or arising exclusively from the Business, or otherwise changed the practices of any Seller Party with respect to the manner and timing of payment of accounts payable or the collection of accounts receivable;

(k) materially changed the practices of any Seller Party or KNE with respect to the procurement of supplies for use in the products of the Business;

(l) canceled, compromised, waived, or released any right or claim (or series of related rights and claims) relating exclusively to the Business and involving more than $25,000 individually or in the aggregate;

(m) paid, discharged, or satisfied any claims, liabilities, or obligations (absolute, accrued, asserted or unasserted, contingent, or otherwise) exclusively arising from the Business which were outside of the ordinary course of business;

(n) made or suffered any material change in the conduct or nature of any aspect of the Business, whether made in the ordinary course of the Business or not or whether or not the change had a material adverse effect on the properties, business, financial condition or results of operations;

(o) failed to carry on the Business in the ordinary course and consistent with past practice so as to preserve the Acquired Assets and the Business and the goodwill of the suppliers, customers, distributors and others having business relations with the Business;

(p) made or changed any election with respect to Taxes, adopted or changed any accounting method with respect to Taxes, amended any material Tax Return relating to the Acquired Assets, entered into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settled or compromised on any claim, notice, audit report or assessment with respect to Taxes, or consented to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes, in each case to the extent of Taxes related to KNE;

(q) without limitation by the enumeration of the foregoing, entered into any transaction other than in the usual and ordinary course of the Business as conducted by the Seller Parties and KNE; or

(r) entered into any agreement or commitment, whether in writing or otherwise, to do any of foregoing.

During such period, except as set forth on Schedule 3.4 of the Company Disclosure Schedule, KNE has not:

(s) declared or paid any dividend, made any other payments or distributions (except for payments in the ordinary course of Business under arm’s length service or supply agreements) or granted any loans to the Seller Parties;

(t) hired or promoted any employees or changed the compensation or benefits of any employee;

(u) made any lay-offs or other restructuring affecting its employees;

(v) ceased or deferred any capital expenditure in a manner that would be inconsistent with past practice;

(w) changed its accounting methods and policies;

(x) and has not entered into any agreement or commitment, whether in writing or otherwise, to do any of foregoing.

3.5 Title to Property and Assets . Except as set forth on Schedule 3.5(a) of the Company Disclosure Schedule, the Seller Parties have good and valid title to all of the Acquired Assets, free and clear of all Liens, except for Permitted Liens. Following the consummation of the transactions contemplated by this Agreement and the execution of the instruments of transfer contemplated by this Agreement, the Purchaser will acquire good and marketable title to all of the Acquired Assets, free and clear of any Liens, other than Permitted Liens. Except as set forth on Schedule 3.5(b) of the Company Disclosure Schedule, the Acquired Assets include all of the tangible and intangible property of the Seller Parties primarily used in, or otherwise necessary in the operation of, the Business. Except as set forth on Schedule 3.5(c) of the Company Disclosure Schedule, all of the tangible Acquired Assets (other than Inventory) are (a) suitable for the uses to which they are currently employed, (b) in good operating condition and repair, subject to normal and ordinary wear and tear, (c) regularly and properly maintained, (d) free from any material defects and (e) adequate and sufficient for all current operations of the Business. None of the Inventory included in the Acquired Assets contains any material defect in design or materials that would materially and adversely affect the use, functionality or performance of such Inventory or the Acquired Technology. Schedule 3.5(d) of the Company Disclosure Schedule sets forth as of April 30, 2008 a true, complete and accurate list of each item, or each group of like items (stating the number), of the tangible Acquired Assets, which list identifies (i) the type and location of each such item or group of items, and (ii) to the extent available, the original acquisition date and cost of such items.

3.6 Intellectual Property .

(a) Registered Intellectual Property Rights . Schedule 3.6(a)(i) of the Company Disclosure Schedule contains a true and complete list of all Intellectual Property Rights that have been registered with a Governmental Entity, including: (i) for each patent and patent application, the patent number or application serial number for each jurisdiction in which the patent or application has been filed, the date filed or issued, the owner thereof, and the present status thereof; (ii) for each registered trademark, trade name or service mark, the application serial number or registration number, for each country, province and state, and the class of goods covered, the date filed or issued, the owner thereof, and the present status thereof; (iii) for any URL or domain name, the registration date, any renewal date and name of registry, the date filed or issued, the owner thereof, and the present status thereof; and (iv) for each registered copyrighted work, the number and date of registration for each by country, province and state in which a copyright application has been registered, the date filed or issued, the owner thereof, and the present status thereof (the “ Registered Intellectual Property Rights ”). Other than the Intellectual Property Rights listed on Schedule 3.6(a)(i) of the Company Disclosure Schedule, (A) no provisional applications, nonprovisional applications, substitutions, extensions, reissues, reexaminations, renewals, divisions, continuations, continuations-in-part, parents or other related applications have been filed or issued with respect to the Acquired Technology, and (B) no counterpart applications of the Registered Intellectual Property Rights have been filed or issued in any country. As of the date of this Agreement, all Registered Intellectual Property Rights are valid and subsisting. All registration, maintenance, issue, annuities, renewal, and other fees required to maintain the Intellectual Property Rights, which were due prior to the date hereof, have been paid, and all necessary documents and certificates in connection with Registered Intellectual Property Rights have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be,

for the purposes of maintaining such Registered Intellectual Property Rights. Except as set forth on Schedule 3.6(a)(ii) of the Company Disclosure Schedule, there are no actions that must be taken by the Seller Parties or KNE, to the Company’s Knowledge, during the one hundred-twenty (120) day period beginning on the date of this Agreement, including the payment of any registration, maintenance, issue, annuities, renewal, and other fees or the filing of any responses to U.S. Patent and Trademark Office office actions, documents, applications or certificates for the purposes of obtaining, maintaining, perfecting or preserving or renewing any Registered Intellectual Property Rights. Except as otherwise set forth on Schedule 3.6(a)(i) of the Company Disclosure Schedule, each owner listed in Schedule 3.6(a)(i) of the Company Disclosure Schedule is listed in the records of the appropriate Governmental Entity as the sole owner of record. KNE does not own any of the Registered Intellectual Property Rights required to be listed in Schedule 3.6(a)(i) .

(b) Licensed Intellectual Property Rights . Schedule 3.6(b)(i) of the Company Disclosure Schedule lists all Contracts to which any of the Seller Parties is a party with respect to any Intellectual Property Rights (“ Intellectual Property Contracts ”) and a summary of the Seller Parties’ remaining payment and accounting obligations, if any, with respect to each of such Intellectual Property Contracts, other than “shrink wrap,” “click wrap” and other similar license agreements relating to software applications that are generally available to the public. Schedule 3.6(b)(ii) of the Company Disclosure Schedule sets forth all Intellectual Property Contracts entered into between the Seller Parties or KNE and a third party for use of third party Proprietary Rights by the Seller Parties or KNE in connection with any of the Acquired Technology. Except for “shrink wrap,” “click wrap” and other similar license agreements relating to software applications that are generally available to the public, to the extent that any third party Proprietary Rights are incorporated into, integrated or bundled with, or used by the Seller Parties or KNE in the development, manufacture or compilation of any of the Acquired Technology, the Seller Parties have a written agreement with such third party with respect thereto pursuant to which the Seller Parties or KNE either have obtained complete, unencumbered and unrestricted ownership of, and are the exclusive owners of, or have obtained perpetual, nonterminable licenses sufficient for the conduct of the Business to all such third party Proprietary Rights. Notwithstanding the foregoing, the Seller Parties are the sole and lawful owners of all right, title, and interest in and to the Patent Rights to be assigned to the Purchaser in connection with this Agreement, and the Seller Parties have good and full right and lawful authority to sell and convey such Patent Rights to the Purchaser. Except as set forth on Schedule 3.6(b)(iii) of the Company Disclosure Schedule, as of the date of this Agreement, the Seller Parties and KNE have not granted licenses or covenants not to sue, or sold or otherwise transferred (other than standard licenses or rights to use granted to customers and distributors in the ordinary course of its business) any of the Intellectual Property Rights to any third party, and there exists no obligation by the Seller Parties or KNE to assign, license or otherwise transfer any of the Intellectual Property Rights to any third party (other than the obligations of the Seller Parties hereunder). No party to any Intellectual Property Contract set forth on Schedule 3.6(b)(i) of the Company Disclosure Schedule is in

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