ASSET PURCHASE AGREEMENT

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

Dated as of June 11, 2008

Between

VERIDEX, LLC

and

IMMUNICON CORPORATION,

IMMUNIVEST CORPORATION,

IMMC HOLDINGS, INC.,

and

IMMUNICON EUROPE, INC.

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT (this “ Agreement ”) dated as of June 11, 2008, by and between VERIDEX, LLC, a Delaware limited liability company (“ Buyer ”), IMMUNICON CORPORATION, a Delaware corporation (the “ Company ”), as a debtor and debtor-in-possession under chapter 11 of title 11 of the United States Code, §§101, et seq. (as amended, the “ Bankruptcy Code ”), IMMUNIVEST CORPORATION, a Delaware corporation and a wholly owned Subsidiary of the Company, as a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, IMMC HOLDINGS, INC., a Delaware corporation and a wholly owned Subsidiary of the Company, as a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code and IMMUNICON EUROPE, INC., a Delaware corporation and a wholly owned Subsidiary of the Company, as a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code.

WHEREAS the Company and its Subsidiaries (collectively, the “ Seller Corporations ”) are engaged in the business of developing, manufacturing, marketing and selling cell-based diagnostic and research products;

WHEREAS on June 11, 2008, each of the Seller Corporations filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (the “ Bankruptcy Cases ”) in the United States Bankruptcy Court for the District of Delaware (the “ Bankruptcy Court ”);

WHEREAS the Seller Corporations own the Purchased Assets and, upon the terms and conditions set forth in this Agreement and pursuant to Sections 363 and 365 of the Bankruptcy Code, each of the Seller Corporations desires to transfer, sell, convey, assign and deliver to Buyer, and Buyer desires to purchase, acquire and accept, the Purchased Assets free and clear of all Liabilities (other than the Assumed Liabilities and Permitted Encumbrances);

WHEREAS upon the terms and conditions set forth in this Agreement and pursuant to Sections 363 and 365 of the Bankruptcy Code, Buyer is willing to assume, and each of the Seller Corporations desires to assign and transfer to Buyer, the Assumed Liabilities;

WHEREAS Buyer and each of the Seller Corporations contemplates that this Agreement shall serve as the “Stalking Horse Bid” in each of the Bankruptcy Cases and be subject to higher or otherwise better offers pursuant to the Bidding Procedures; and

WHEREAS Buyer and each of the Seller Corporations desires to consummate the Asset Sale as promptly as practicable after the commencement of the Bankruptcy Cases and the entry of the Sale Order by the Bankruptcy Court.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and subject to the conditions set forth herein, the parties hereto agree as follows:

ARTICLE I

The Asset Sale

Section 1.01. The Asset Sale. (a) Pursuant to Sections 363 and 365 of the Bankruptcy Code, and upon the terms and subject to the conditions set forth in this Agreement, at the Closing the Seller Corporations shall transfer, sell, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from the Seller Corporations, free and clear of all Liabilities (other than the Assumed Liabilities and Permitted Encumbrances), all of the Seller Corporations’ right, title and interest in, to and under the Purchased Assets for (i) the Total Consideration and (ii) the assumption of the Assumed Liabilities. The purchase and sale of the Purchased Assets (including the assumption and assignment of the Assigned Contracts) and the assumption of the Assumed Liabilities are collectively referred to in this Agreement as the “ Asset Sale ”.

(b) The transfer, sale, conveyance and assignment of the Purchased Assets shall be effectuated by the execution and delivery at the Closing by the Seller Corporations of one or more bills of sale, substantially in the form attached hereto as Exhibit A (the “ Bills of Sale ”), together with any reasonably necessary transfer declarations or other filings, and such other instruments of transfer, conveyance and assignment as Buyer shall reasonably request to vest in Buyer good and valid title to the Purchased Assets, in form and substance as Buyer shall reasonably request, including assignments regarding all Intellectual Property Rights of the Seller Corporations (including the execution and delivery at the Closing by the Seller Corporations of (x) a general assignment of all patents and patent applications to Buyer and (y) a general assignment of all trademarks and trademark applications to Buyer or an Affiliate of Buyer as may be specified by Buyer). Pursuant to this Agreement, the Seller Corporations will not sell to Buyer, and Buyer will not purchase, any of the Excluded Assets.

(c) At the Closing, the Seller Corporations shall assign and transfer to Buyer, and Buyer shall assume, the Assumed Liabilities by the execution and delivery at the Closing by Buyer and the Seller Corporations of one or more assignment and assumption agreements, substantially in the form attached hereto as Exhibit B (the “ Assignment and Assumption Agreements ”). Notwithstanding any other provision in this Agreement to the contrary, Buyer will assume only the Assumed Liabilities and will not assume any other Liability of the Seller Corporations (or any predecessor of the Seller Corporations or any prior owner of all or part of the Seller Corporations’ businesses, assets or properties) of whatever nature, whether presently in existence or arising hereafter.

(d) At least five business days prior to the Closing Date, Buyer and the Company (on behalf of itself and the other Seller Corporations) shall mutually agree on a reasonable and good faith estimate of the Net Settlement Amount (the “ Estimated Net Settlement Amount ”).

Section 1.02. Purchased Assets and Excluded Assets. (a) The term “ Purchased Assets ” means all the business, properties, assets, goodwill, rights and claims of the Seller Corporations, of whatever kind and nature, real or personal, tangible or intangible, owned, leased, used or licensed by the Seller Corporations on the Closing Date, other than the Excluded Assets, including:

(i) all leaseholds interests and all prepaid rent, security deposits and options to renew or purchase, in each case with respect to the properties set forth on Section 1.02(a)(i) of the Company Disclosure Schedule (collectively, the “ Transferred Leases ”);

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(ii) all inventory, wherever located, including raw materials, packaging materials and supplies, work-in-progress and finished goods that are owned, leased or licensed by the Seller Corporations, including inventory held at any location controlled by any of the Seller Corporations, inventory previously purchased and in transit and any inventory paid for but not yet delivered or received by any of the Seller Corporations (collectively, the “ Transferred Inventory ”);

(iii) all other tangible property and interests therein, wherever located, including all apparatus, materials, furniture, office supplies, fixtures, furnishings, equipment, vehicles, tools, toolings, machinery, manufactured and purchased parts, spare parts and accessories and other items of tangible personal property owned, leased, used or licensed by the Seller Corporations, including the assets set forth on Section 1.02(a)(iii) of the Company Disclosure Schedule, and including tangible property held at any location controlled by any of the Seller Corporations, tangible property previously purchased and in transit and any tangible property held by a customer or prospective customer of any of the Seller Corporations;

(iv) all accounts, accounts receivable and other rights to payment (including notes receivable) of the Seller Corporations, pre-paid expenses, advance payments, prepayments, security deposits, deferred charges, letters of credit and other deposits included in pre-paid assets (excluding deposits related to Contracts that are not Assigned Contracts) or rights of payment (including rights to insurance proceeds in respect of any Purchased Asset or Assumed Liability), in each case, of the Seller Corporations, and any claim, cause of action, remedy or right related to the foregoing;

(v) all Intellectual Property Rights of the Seller Corporations (including all related documentation and data in all forms and formats in which it exists), including, for the avoidance of doubt, all rights in the name “Immunicon”;

(vi) all computers, computer hardware, computer support equipment and software, telephone and communication systems, security systems, accounting systems, email addresses, databases, source codes, user manuals and master disks of source codes and other proprietary information, whether for general business usage (e.g., accounting, word processing, graphics, spreadsheet analysis) or specific, unique-to-the-business usage, in each case owned, leased, used or licensed by any of the Seller Corporations;

(vii) all Permits issued to, owned, used or possessed by the Seller Corporations, including any pending application of any of the Seller Corporations to a Governmental Entity for or with regard to a Permit, in each case to the extent transferable under applicable law;

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(viii) all Contracts set forth on Schedule A hereto (as such Schedule may be amended pursuant to Section 1.04) (the “ Assigned Contracts ”);

(ix) all rights in and to products sold (including products returned after the Closing and rights of rescission, replevin and reclamation) by the Seller Corporations;

(x) all rights, claims, credits, causes of action or rights of set-off of any of the Seller Corporations to the extent relating to any Purchased Asset or any Assumed Liability, whether choate or inchoate, known or unknown, contingent or non-contingent, including, to the extent transferable, all claims pursuant to guarantees, representations, warranties, indemnities and similar rights made by suppliers, manufacturers, contractors and other third parties in favor of any of the Seller Corporations in respect of any other Purchased Asset or any Assumed Liability;

(xi) all customer, vendor and supplier lists, other distribution lists, files, documents and correspondence relating to customers, suppliers and vendors of the business, sales and promotional literature, manuals, equipment and products drawings, blueprints and schematics and all other business, financial, accounting and tax records, files, books and documents (including books of account, ledgers, general records, files, invoices, billing records and regulatory records), in each case, in any form or medium, of the Seller Corporations;

(xii) all Registration Information (including in relation to pending applications and applications that are in the process of being prepared by any of the Seller Corporations or their respective Affiliates for Product Registrations) of the Seller Corporations, in each case to the extent transferable under applicable law;

(xiii) all assets of or relating to any Company Benefit Plan that (A) are transferred to any employee benefit plan maintained by Buyer or any of its Affiliates as expressly provided in Section 5.06 or (B) transfer automatically to Buyer or any of its Affiliates either pursuant to applicable law or in connection with the assumption of any Assumed Benefit Plan (collectively, the “ Transferred Benefit Plan Assets ”); and

(xiv) (A) if any or all of the legal or beneficial interests in the share capital of Kreatech Holding B.V. held by any Seller Corporation and any rights or claims associated therewith (the “ Kreatech Capital Stock ”) are sold, transferred, assigned or otherwise disposed of on or prior to the Closing Date, 75% of the proceeds (in whatever form received) from such sale, transfer, assignment or other disposition and (B) if any or all of the Kreatech Capital Stock is owned by any Seller Corporation following the Closing Date, the right to receive 75% of the proceeds (in whatever form received) from any sale, transfer, assignment or other disposition of such Kreatech Capital Stock at any time and from time to time after the Closing Date (the proceeds in clauses (a) and (b) collectively, the “ Acquired Kreatech Sale Proceeds ”).

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(b) The term “ Excluded Assets ” means:

(i) any legal or beneficial interests in the share capital of any Affiliate of any Seller Corporation (including the capital stock of any Seller Corporation), including associated stock registers and similar records;

(ii) all rights, title and interests of the Seller Corporations in the Kreatech Capital Stock, other than the Acquired Kreatech Sale Proceeds;

(iii) all tax losses and tax loss carry forwards of the Seller Corporations and rights to receive refunds, credits and credit carry forwards with respect to any taxes of the Seller Corporations;

(iv) any Contract that is not an Assigned Contract;

(v) any leasehold interest or other interest in real property of the Seller Corporations that is not in respect of the Transferred Leases;

(vi) the properties and assets listed or described on Schedule B;

(vii) all assets of or relating to any Company Benefit Plan, other than the Transferred Benefit Plan Assets;

(viii) all actions arising under Sections 544-550 of the Bankruptcy Code and all proceeds thereof;

(ix) all cash, cash equivalents and short-term investments as of the Closing Date, other than the Acquired Kreatech Sale Proceeds; and

(x) all rights of the Seller Corporations under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement, including the Foreign Implementing Agreements (the “ Transaction Documents ”).

Section 1.03. Assumed Liabilities and Excluded Liabilities. (a)  Assumed Liabilities . Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective at the Closing, to assume only the following Liabilities of the Seller Corporations, in each case, except to the extent any of such Liabilities are Excluded Liabilities (the “ Assumed Liabilities ”):

(i) all Liabilities under the Assigned Contracts (A) relating to periods beginning after the Closing Date or (B) arising after the Closing;

(ii) all Liabilities relating to or arising from the ownership of the Purchased Assets after the Closing Date;

(iii) all Liabilities of the Seller Corporations in respect of trade credit (other than trade credit that was not paid within 60 days of being incurred) relating to the Transferred Inventory or research and development supplies constituting Purchased Assets, in each case incurred in the ordinary course of business prior to the Closing (the “ Assumed Inventory Trade Credit ”); and

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(iv) all Liabilities with respect to the Transferred Employees relating to employment or employee benefits that Buyer has specifically agreed to assume pursuant to this Agreement (the “ Covered Employee Liabilities ”).

(b) Excluded Liabilities. Notwithstanding any other provision of this Agreement, Buyer shall not assume or be liable for any Liabilities of the Seller Corporations, of any kind (whether or not asserted, accrued, contingent, at law or in equity or otherwise (including any Liability based on successor liability theories), scheduled or evidenced by a filed proof of claim or other form of writing evidencing such claim filed in the Bankruptcy Cases, secured, unsecured, priority or administrative), other than the Assumed Liabilities (the “ Excluded Liabilities ”), including any of the following:

(i) all Liabilities of the Seller Corporations under Assigned Contracts (A) relating to periods ending on or prior to the Closing Date or (B) arising prior to the Closing;

(ii) any Liability of any of the Seller Corporations to the extent that it relates to, or to the extent that it arises out of, any Excluded Asset (including Liabilities under any Contract of any of the Seller Corporations that is not an Assigned Contract), whether accruing prior to, at or after the Closing;

(iii) all Liabilities of any of the Seller Corporations for taxes (including, for the avoidance of doubt, all sales, value added, transfer and similar taxes imposed by reason of the Asset Sale);

(iv) all Liabilities for Indebtedness of the Seller Corporations;

(v) all fees, commissions, expenses and other Liabilities owing to any broker, investment banker, financial advisor, outside counsel, auditing firm or consultant retained by or on behalf of any Selling Corporation, whether relating to the transactions contemplated by this Agreement or otherwise;

(vi) all Liabilities relating to employment or employee benefits, other than the Covered Employee Liabilities;

(vii) all suits, claims, actions, arbitrations, investigations or proceedings (“ Litigation ”) and all Liabilities arising in connection therewith in respect of the conduct of the business of any of the Seller Corporations prior to the Closing (including any Litigation in respect of any workers’ compensation matters and all Liabilities arising in connection therewith);

(viii) all Liabilities of the Seller Corporations in respect of accounts payable or trade credit that does not constitute Assumed Inventory Trade Credit; and

(ix) except to the extent expressly assumed under Section 1.03(a), all Liabilities relating to or arising from the ownership of the Purchased Assets before the Closing Date.

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Section 1.04. Assigned Contracts. (a) At the Closing, the Seller Corporations shall, pursuant to the Sale Order, the Assignment and Assumption Agreements and other transfer and assignment documents reasonably requested by Buyer, assume and sell and assign to Buyer, the Assigned Contracts.

(b) Notwithstanding anything herein to the contrary, (i) at any time during the period commencing on the date of this Agreement and ending on the date that is 45 days after the date of this Agreement (the “ Designation Period ”), Buyer may (A) amend Schedule A hereto and, by doing so, designate any Pending Contract not then listed on Schedule A as an Assigned Contract and (B) designate any Pending Contract as an Excluded Asset, in either case by notifying the Company in writing of such designation at any time on or before the last day of the Designation Period and (ii) in the event an Auction is conducted in accordance with the Bidding Procedures, at any time during the Auction Buyer may further amend Schedule A hereto to designate any Contract previously designated as an Excluded Asset as an Assigned Contract. Any Pending Contract not designated by Buyer as an Assigned Contract or an Excluded Asset on or before the last day of the Designation Period shall be deemed to be an Excluded Asset for all purposes under this Agreement (unless such Contract is later designated by Buyer as an Assigned Contract during the Auction in accordance with clause (ii) of the immediately preceding sentence). Any Pending Contract designated as an Assigned Contract or an Excluded Asset, as applicable, under this Section 1.04(b) shall be understood and agreed to be an Assigned Contract or Excluded Asset, as applicable, for all purposes under this Agreement as if such Pending Contract were an Assigned Contract or Excluded Asset, as applicable, on the date of this Agreement.

(c) The Bidding Procedures Order shall provide that the counterparty to each Assigned Contract and Pending Contract to which any Seller Corporation is a party or by which any Seller Corporation or any of its assets or properties are bound shall be provided adequate notice of assignment and assumption and the proposed Cure Amount as set forth in such Seller Corporation’s books and records.

(d) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract which, after giving effect to the provisions of Section 365 of the Bankruptcy Code, is not assignable or transferable without the consent of any Person, other than the Seller Corporations, any of their respective Affiliates or Buyer, to the extent that such consent shall not have been given prior to the Closing, provided , however , that each Seller Corporation shall use, whether before or after the Closing, reasonable best efforts to obtain all necessary consents to the assignment and transfer thereof, it being understood that, to the extent the foregoing shall require any action by any Seller Corporation that would, or would continue to, have an adverse effect on the business of Buyer or any of its Affiliates after the Closing, such action shall require the prior written consent of Buyer.

(e) With respect to any Assigned Contract that is not included in the Purchased Assets or assigned to Buyer by reason of Section 1.04(d) (the “ Nonassigned Contracts ”), the applicable Selling Corporation shall continue after the Closing to use its reasonable best efforts to obtain the requisite consents to the assignment and transfer thereof as provided in Section 1.04(d); provided that until such requisite consents are obtained and the foregoing is transferred and assigned to Buyer or until such Nonassigned Contract becomes an Excluded Asset pursuant to this Section 1.04(e), the Seller Corporations shall (and shall cause their respective

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Affiliates to) cooperate in any lawful or reasonable arrangement reasonably proposed by Buyer under which Buyer shall enjoy the beneficial interest of the economic claims, rights and benefits and perform the obligations under the asset, claim or right with respect to which the consent has not been obtained in accordance with this Agreement. Upon obtaining the requisite third-party consents with respect to any Nonassigned Contracts, such Contracts shall be transferred and assigned to Buyer hereunder. Notwithstanding anything to the contrary set forth herein, to the extent that any Assumed Liability relates to any Nonassigned Contract, such Assumed Liability shall be deemed to be an Excluded Liability unless and until such Nonassigned Contract is transferred and assigned to Buyer, or unless Buyer obtains the benefit (but solely to the extent of such benefit) of such Nonassigned Contract under this Section 1.04(e). Notwithstanding the foregoing, if any Final Order provides that any Nonassigned Contract shall not be transferable and assignable to Buyer, such Nonassigned Contract shall be deemed to be an Excluded Asset for all purposes under this Agreement.

Section 1.05. Closing. The closing of the Asset Sale (the “ Closing ”) shall take place at 10:00 a.m., New York City time, on a date to be specified by the parties hereto, which shall be no later than the second business day after satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019, unless another time, date or place is agreed to in writing by the Company and Buyer. The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date ”.

ARTICLE II

The Purchase Price

Section 2.01. Purchase Price. Promptly following the execution of this Agreement, Buyer shall deposit $3,308,750 (the “ Deposit ”) by wire transfer of immediately available funds to a commercial bank account with a commercial bank selected by Buyer and reasonably acceptable to the Company (the “ Escrow Agent ”) under the escrow agreement entered into by and among Buyer, the Company and the Escrow Agent on the date hereof (the “ Escrow Agreement ”). At the Closing, Buyer shall (a) pay an amount equal to (x) the Closing Date Consideration less (y) the Deposit and all interest accrued thereon (the “ Deposit Property ”) to the Company by wire transfer in immediately available funds in accordance with written instructions given by the Company to Buyer not less than three business days prior to the Closing, (b) direct the Escrow Agent to release the Deposit and all interest accrued thereon to the Company in accordance with the terms of the Escrow Agreement, (c) pay the applicable portion of the Closing Cure Liability Amount payable to each of the Resolved Cure Parties by wire transfer in immediately available funds in accordance with written instructions given by the Company to Buyer not less than three business days prior to Closing and (d) deposit an aggregate amount equal to the amount asserted as being required to cure all defaults under all Assigned Contracts in accordance with Section 365 of the Bankruptcy Code in a writing or writings filed in the Bankruptcy Court on or before the deadline set forth in the Bidding Procedures Order by the Cure Parties to all such Assigned Contracts for which the Cure Amounts with respect to such Assigned Contracts were not paid on the Closing Date pursuant to clause (c) of this Section 2.01 (the aggregate amount specified in this clause (d) being referred to as the

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“ Post-Closing Cure Reserve Amount ”) by wire transfer of immediately available funds to a commercial bank account (the “ Cure Payment Escrow Account ”) with the Escrow Agent under the Escrow Agreement.

Section 2.02. Escrow Accounts . (a) Buyer and the Company have engaged the Escrow Agent to hold and distribute (in accordance with this Agreement and the Escrow Agreement) (i) the Deposit and (ii) the Post-Closing Cure Reserve Amount.

(b) The Post-Closing Cure Reserve Amount will be held by the Escrow Agent in the Cure Payment Escrow Account as a source of payment of Cure Amounts owed by any Seller Corporation, and no portion of the Post-Closing Cure Reserve Amount shall be released by the Escrow Agent to a Cure Party or any Seller Corporation except as Buyer (or an Affiliate of Buyer) may instruct from time to time in accordance with the terms and conditions set forth in the Escrow Agreement.

Section 2.03. Foreign Implementing Agreements . At or prior to the Closing, the Seller Corporations will execute and deliver to Buyer all Foreign Implementing Agreements required to transfer and vest good and valid title to the Purchased Assets located outside of the United States to Buyer or its designated Affiliates free and clear of all Liabilities (other than the Assumed Liabilities and Permitted Encumbrances), and to effect the assumption by Buyer or its designated Affiliates of the Assumed Liabilities related to jurisdictions outside the United States.

Section 2.04. Post-Closing Purchase Price Adjustment. (a) Within 10 business days after the Closing Date, Buyer shall prepare and deliver to the Company (on behalf of itself and the other Seller Corporations) a statement (the “ Statement ”) setting forth the actual Net Settlement Amount as of the Closing Date (the “ Closing Net Settlement Amount ”).

(b) During the 10-business day period following the Company’s receipt of the Statement, the Seller Corporations and their advisors (including their accountants) shall be permitted to review the working papers of Buyer relating to the Statement. The Statement shall become final and binding upon the parties on the 10th business day following delivery thereof, unless the Company (on behalf of itself and the other Seller Corporations) gives written notice of its disagreement with the Statement (the “ Notice of Disagreement ”) to Buyer prior to such date. Any Notice of Disagreement shall be signed by each of the Seller Corporations and shall (i) specify in reasonable detail and specificity the nature of any disagreement so asserted and (ii) specify what the Seller Corporations reasonably believe is the correct amount of the Closing Net Settlement Amount based on the disagreements set forth in the Notice of Disagreement, including a reasonably detailed description of the adjustments applied to the Statement in calculating such amount. If the Notice of Disagreement is received by Buyer within the aforementioned 10-business day period, then the Statement (as revised in accordance with this sentence) shall become final and binding upon Buyer and the Seller Corporations on the earlier of (i) the date Buyer and the Company (on behalf of itself and the other Seller Corporations) resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by an independent public accounting firm as shall be agreed upon by Buyer and the Company other than PricewaterhouseCoopers and Deloitte & Touche LLP (the “ Accounting Firm ”). During the 10-business day period following the delivery of the Notice of

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Disagreement, Buyer and the Company (on behalf of itself and the other Seller Corporations) shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. During such period, Buyer and its advisors (including its accountants) shall have access to the working papers of the Seller Corporations prepared in connection with the Notice of Disagreement. At the end of such 10-business day period, Buyer and the Company (on behalf of itself and the other Seller Corporations) shall submit to the Accounting Firm for resolution any matters that remain in dispute and which were properly included in the Notice of Disagreement, in the form of a written brief. Buyer and the Company (on behalf of itself and the other Seller Corporations) shall jointly instruct the Accounting Firm that it (i) shall review only the matters that were properly included in the Notice of Disagreement and which remain unresolved and (ii) shall to the extent practicable render its decision within 10 business days from the submission of such matters. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees, costs and expenses of the Accounting Firm incurred pursuant to this Section 2.04 shall be shared equally by Buyer and the Seller Corporations. The fees, costs and expenses of Buyer incurred in connection with its preparation of the Statement, its review of any Notice of Disagreement and its preparation of its written brief submitted to the Accounting Firm shall be borne by Buyer, and the fees, costs and expenses of the Seller Corporations incurred in connection with their review of the Statement, their preparation, review and certification of the Notice of Disagreement and their preparation of their written brief submitted to the Accounting Firm shall be borne by the Seller Corporations.

(c) The Closing Date Consideration shall be increased by the amount by which the Closing Net Settlement Amount exceeds the Estimated Net Settlement Amount, and the Closing Date Consideration shall be decreased by the amount by which the Closing Net Settlement Amount is less than the Estimated Net Settlement Amount (the Closing Date Consideration as so increased or decreased shall hereinafter be referred to as the “ Final Closing Date Consideration ”). If the Closing Date Consideration is less than the Final Closing Date Consideration, Buyer shall, and if the Closing Date Consideration is more than the Final Closing Date Consideration, the Company shall, in either case within five business days after the Statement becomes final and binding on the parties, make payment by wire transfer of immediately available funds of the amount of such difference, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by Citibank, N.A., as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from (and including) the Closing Date through (but not including) the date of payment.

(d) The scope of the disputes to be resolved by the Accounting Firm shall be limited to the matters set forth in the Notice of Disagreement, and the Accounting Firm is not to make any other determination. Any determinations by the Accounting Firm, and any work or analyses performed by the Accounting Firm in connection with its resolution of any dispute under this Section 2.04, shall not be admissible in evidence in any suit, action or other proceeding between the parties, other than to the extent necessary to enforce payment obligations under Section 2.04.

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ARTICLE III

Representations and Warranties

Section 3.01. Representations and Warranties of the Seller Corporations. Except as set forth in the disclosure schedule (with specific reference to the particular Section or subsection of this Agreement to which the information set forth in such disclosure schedule relates; provided , however , that any information set forth in one section of the Company Disclosure Schedule shall be deemed to apply to each other Section or subsection thereof or hereof to which its relevance is readily apparent on its face) delivered by the Company to Buyer at least three days prior to the execution of this Agreement (the “ Company Disclosure Schedule ”), each of the Seller Corporations represents and warrants to Buyer as follows:

(a) Organization, Standing and Corporate Power. Each of the Seller Corporations has been duly organized, and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, and has all requisite power and authority to own, lease or otherwise hold and operate its properties and other assets and to carry on its business. Each of the Seller Corporations is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified or licensed individually or in the aggregate would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation of the Asset Sale or any of the other transactions contemplated by the Transaction Documents.

(b) Subsidiaries. Section 3.01(b) of the Company Disclosure Schedule lists each of the Subsidiaries of the Company and, for each such Subsidiary, its jurisdiction of incorporation or formation and, as of the date hereof, each jurisdiction in which such Subsidiary is qualified or licensed to do business. All the issued and outstanding shares of capital stock of, or other equity interests in, each such Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by the Company free and clear of all liens (statutory or otherwise), pledges, assessments, easements, rights of way, charges, defects of title, encumbrances, adverse claims of ownership or use, restrictions on transfer, security interests or other encumbrances of any kind or nature whatsoever (collectively, “ Liens ”), and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interests. Except for the capital stock of, or voting securities or equity interests in, its Subsidiaries and except as set forth on Section 3.01(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock of, or other voting securities or equity interests in, any corporation, partnership, joint venture, association or other entity. No Subsidiary of the Company owns, directly or indirectly, any capital stock of, or other voting securities or equity interests in, any corporation, partnership, joint venture, association or other entity.

(c) Authority; Noncontravention. (i) Each Seller Corporation has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents by each Seller Corporation and the

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consummation by each Seller Corporation of the transactions contemplated hereby and thereby has been duly authorized by all necessary corporate action on the part of such Seller Corporation, and no other corporate proceedings on the part of such Seller Corporation is necessary to authorize this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement and the other Transaction Documents have been duly executed and delivered by each of the Seller Corporations and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto and subject only to Bankruptcy Court approval pursuant to the Sale Order, constitute legal, valid and binding obligations of each of the Seller Corporations, enforceable against each of the Seller Corporations in accordance with their terms. The execution and delivery of this Agreement and the other Transaction Documents do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the other Transaction Documents will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, right of first refusal, amendment, revocation, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of any of the Seller Corporations under, (x) the organizational documents of any of the Seller Corporations, (y) any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease, supply agreement, license agreement, development agreement, distribution agreement or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, franchise or license, whether oral or written (each, including all amendments thereto, a “ Contract ”), to which any of the Seller Corporations is a party or any of their respective properties or other assets is subject or (z) subject to the entry of the Sale Order, any (A) statute, law, ordinance, rule or regulation applicable to any of the Seller Corporations or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to any of the Seller Corporations or their respective properties or other assets, other than, in the case of clauses (y) and (z), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. Except for the Sale Order, no material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (each, a “ Governmental Entity ”) is required by or with respect to any of the Seller Corporations in connection with the execution and delivery of this Agreement or any of the other Transaction Documents by the Seller Corporations or the consummation of the transactions contemplated hereby or thereby.

(ii) The Board of Directors of each of the Seller Corporations, at meetings duly called and held at which all directors of each of the Seller Corporations were present (or, with respect to any Seller Corporation other than the Company, by unanimous written consent), duly and unanimously adapted resolutions (A) approving the filing of such Seller Corporation’s Bankruptcy Case, (B) approving this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, (C) declaring that it is in the best interests of such Seller Corporation that such Seller Corporation file its Bankruptcy Case and enter into this Agreement and the other Transaction Documents and consummate the transactions contemplated hereby and thereby on the terms and subject to the conditions set forth in this Agreement and the

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other Transaction Documents and (D) declaring that the consideration to be exchanged between the parties under this Agreement constitutes fair and adequate consideration and a reasonably equivalent exchange.

(d) Company SEC Documents. (i) As of the date of this Agreement, the Company has filed its 2007 Annual Report on Form 10-K (the “ Annual Report ”) and all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the United States Securities and Exchange Commission (the “ SEC ”) required to be filed since January 1, 2008 (such documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Form 8-K and together with the Annual Report, the “ Company SEC Documents ”). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder), the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder), and the Sarbanes-Oxley Act of 2002 (including the rules and regulations promulgated thereunder) applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, amended, supplemented or superseded by a later-filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(ii) Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, has been prepared in accordance with generally accepted accounting principles in the United States (“ GAAP ”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

(e) Absence of Certain Changes or Events. Except (i) for the filing of the Bankruptcy Cases, (ii) as disclosed in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the “ Filed Company SEC Documents ”) or (iii) as expressly permitted pursuant to Section 4.01(a) through (q), since March 31, 2008, each Seller Corporation has conducted its business only in the ordinary course consistent with past practice, and there has not been any Material Adverse Change, and from March 31, 2008 until the date hereof there has not been (A) any sale, lease, license, mortgage, sale and leaseback or any other disposal of, or the occurrence of any encumbrance or Lien on, any of the assets of the Company or any of its Subsidiaries

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or any interests therein (including securitization or factoring arrangements) except for sales of inventory in the ordinary course of business consistent with past practice, (B) any action by the Company or any of its Subsidiaries that is prohibited by Section 4.01(m), other than, solely in the case of clause (ii) of that Section, any such action that is taken in the ordinary course of business and consistent with past practice, (C) any damage, destruction or loss to any material asset of the Company or any of its Subsidiaries, whether or not covered by insurance, (D) any change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or businesses, except insofar as may have been required by a change in GAAP, (E) any revaluation by the Company or any of its Subsidiaries of any of their respective assets or (F) any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property Rights of the Company or any of its Subsidiaries.

(f) Litigation. Except for the Bankruptcy Cases, there is no material Litigation pending or, to the Knowledge of each of the Seller Corporations, threatened against or affecting the Company or any of its Subsidiaries or any of their respective assets, nor is there any material judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against, or, to the Knowledge of each of the Seller Corporations, investigation by any Governmental Entity involving, the Company or any of its Subsidiaries or any of their respective assets.

(g) Contracts. Section 3.01(g) of the Company Disclosure Schedule sets forth a list of all Contracts to which the Company or any of its Subsidiaries is a party or bound or to which any of their respective properties or assets are subject (collectively, the “ Company Contracts ”). Each Company Contract is in full force and effect and is a valid and binding agreement of the Company or its Subsidiaries and, to the Knowledge of the Company and each other Seller Corporation party to such Company Contract, of each other party thereto, enforceable against the Company or such Subsidiary and, to the Knowledge of the Company and each other Seller Corporation party to such Company Contract, against the other party or parties thereto, in each case, in accordance with its terms. Other than as provided in Section 3.01(g) of the Company Disclosure Schedule, each of the Company and its Subsidiaries has performed or is performing all material obligations required to be performed by it under each Company Contract and is not (with or without notice or lapse of time or both) in breach or default thereunder, and, to the Knowledge of the Company and each other Seller Corporation party to such Company Contract, no other party to any Company Contract is (with or without notice or lapse of time, or both) in breach or default thereunder. The aggregate amount required to cure all defaults under the Assigned Contracts as of the Closing Date shall not exceed $3,000,000. Each Company Contract with (A) any stockholder of the Company, (B) any other Affiliate of the Company or any of its Subsidiaries or (C) any current or former director, officer or employee, contractor or consultant of any Affiliate of the Company or any of its Subsidiaries (other than employment Contracts and Company Benefit Plans) was entered into in the ordinary course of business, is consistent with past practice and is on an arm’s-length basis.

The Company has delivered to Buyer complete and correct copies of all Company Contracts at least three business days prior to the execution of this Agreement, and no Company Contract has been modified, rescinded or terminated, and no party other than the Company or its Subsidiaries to any Company Contract has failed to renew or requested any amendment to any Company Contract.

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(h) Compliance with Laws; Permits. (i) Except with respect to Environmental Laws, the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), and taxes, which are the subjects of Sections 3.01(h)(ii), 3.01(i) and 3.01(j), respectively, and except as set forth in the Filed Company SEC Documents, each of the Company and its Subsidiaries is in compliance in all material respects with all material statutes, laws, ordinances, rules, regulations, judgments, orders, writs, injunctions, stipulations and decrees of any Governmental Entity applicable to it, its properties or other assets or its business or operations (collectively, “ Legal Provisions ”). Each of the Company and its Subsidiaries has in effect all material approvals, authorizations, certificates, filings, franchises, licenses, notices and permits of or with all Governmental Entities (collectively, “ Permits ”), including all Permits under the Federal Food, Drug and Cosmetic Act of 1938, as amended (including the rules and regulations promulgated thereunder, the “ FDCA ”), and the regulations of the Federal Food and Drug Administration (the “ FDA ”) promulgated thereunder, necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as presently conducted. Section 3.01(h) of the Company Disclosure Schedule sets forth a complete and correct list of all Permits and all pending applications thereto obtained by the Company or any of its Subsidiaries. There has occurred no material default under, or violation of, any such Permit.

(ii) Except for those matters disclosed in the Filed Company SEC Documents, (A) each of the Company and its Subsidiaries is, and has been, in compliance in all material respects with all Environmental Laws and has obtained and complied with all material Permits required under any Environmental Laws to own, lease or operate its properties or other assets and to carry on its business and operations as presently conducted; (B) there have been no Releases or threatened Releases of Hazardous Materials in, on, under or affecting any properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries that would require investigation or clean-up under Environmental Laws; (C) there is no material Litigation pending, or to the Knowledge of each of the Seller Corporations, threatened against or affecting the Company or any of its Subsidiaries relating to or arising under Environmental Laws, and neither the Company nor any of its Subsidiaries has received any notice of any such Litigation; (D) neither the Company nor any of its Subsidiaries is subject to material restrictions on the sale or distribution of its products as a result of any existing, pending or proposed requirement of Environmental Law and such products are not subject to material restrictions regarding post-consumer use handling or recycling; (E) neither the Company nor any of its Subsidiaries has entered into or assumed by contract or operation of law or otherwise, any material Liability, order, settlement, judgment, injunction or decree relating to or arising under Environmental Laws; and (F) there are no facts, circumstances or conditions that would reasonably be expected to form the basis for any material Litigation or Liability against or affecting the Company or any of its Subsidiaries relating to or arising under Environmental Laws. The term “ Environmental Laws ” means all applicable Federal, state, local and foreign laws (including common law), statutes, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices, Permits, treaties or binding agreements issued, promulgated or entered into by any Governmental Entity, relating in any way to the environment, preservation or reclamation of

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natural resources or endangered species, the presence, management, Release or threat of Release of, or exposure to, Hazardous Materials (including any requirements related to the sale, labeling or recycling of electronic equipment) or to human health and safety. The term “ Hazardous Materials ” means (1) metals (including lead, mercury or cadmium), petroleum products and by-products, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances or (2) any chemical, material, substance, waste, pollutant or contaminant that is prohibited, limited or regulated by or pursuant to any Environmental Law. The term “ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migrating into or through the environment or any natural or man-made structure.

(i) Employee Benefits . (i) Section 3.01(i)(i) of the Company Disclosure Schedule sets forth a list of each individual employment, retention, indemnification, severance, change of control and consulting agreement with any Business Employee to which the Company or any of its Subsidiaries is a party and each “employee benefit plan” within the meaning of Section 3(3) of ERISA, and each severance, retention, employment, consulting, “change of control”, bonus, incentive (equity-based, equity-related or otherwise), deferred compensation, employee loan, welfare benefit, fringe benefit and other benefit plan, agreement, program, policy, commitment or other arrangement, whether or not subject to ERISA, in each case sponsored, maintained or contributed to, or required to be sponsored, maintained or contributed to, by the Company or any of its Subsidiaries or any other Person that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “ Code ”) (each, a “ Commonly Controlled Entity ”), or with respect to which the Company, any of its Subsidiaries or any Commonly Controlled Entity has any liability, in each case providing any compensation or benefits to any Business Employee (each such arrangement described in this sentence is referred to herein as a “ Company Benefit Plan ”). Each Company Benefit Plan or portion thereof that Buyer or any of its Affiliates has explicitly agreed to assume pursuant to this Agreement is referred to herein as an “ Assumed Benefit Plan ”. The Company has delivered to Buyer true, complete and correct copies of (A) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plans, written descriptions thereof), (B) any related trust agreement or funding instrument with respect to any Assumed Benefit Plan, (C) the most recent annual report on Form 5500 (including all schedules and attachments thereto) filed with the Internal Revenue Service (“ IRS ”) with respect to each Assumed Benefit Plan (if any such report was required by applicable law) and (D) the most recent IRS determination or opinion letter, if applicable, with respect to each Assumed Benefit Plan.

(ii) Section 3.01(i)(ii) of the Company Disclosure Schedule sets forth a complete and correct list, as of the date of this Agreement, of all Business Employees, including their respective titles, current compensation, date of birth, work location, whether or not such employee is on leave of absence, and whether or not any such employee was, to the Knowledge of any of the Seller Corporations, formerly an employee of Buyer.

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(iii) Each Assumed Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code, all other applicable laws and the terms of all applicable collective bargaining agreements. The Company has not received written notice of any pending or in progress, and, to the Knowledge of any of the Seller Corporations, there are no threatened (A) investigations by any Governmental Entity, termination proceedings or other claims with respect to an Assumed Benefit Plan (except routine claims for benefits payable under the Assumed Benefit Plans) or (B) Litigation against or involving any Assumed Benefit Plan or asserting any rights to or claims for benefits under any Assumed Benefit Plan.

(iv) No Company Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code or is otherwise a defined benefit pension plan. Neither Buyer nor any of its Subsidiaries will incur any liability (A) under Section 302 of ERISA, Title IV of ERISA, Section 412 of the Code or the Coal Industry Retiree Health Benefit Act of 1992, as amended, or (B) for violation of the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code (collectively, “ COBRA ”) or the group health requirements of Sections 9801 et seq. of the Code and Sections 701 et seq. of ERISA, in each case, in connection with any of the transactions contemplated by this Agreement.

(v) Neither Buyer nor any of its Affiliates will incur any unfunded liabilities in relation to any Company Benefit Plan or any employee of the Company or any of its Subsidiaries, and all payments, benefits, contributions and premiums relating to each Assumed Benefit Plan have been timely paid or made in accordance with the terms of such Assumed Benefit Plan and the terms of all applicable laws or have been accrued in accordance with GAAP.

(vi) (A) No Assumed Benefit Plan (1) provides for deferred compensation, (2) provides any welfare benefits (other than on a self-pay basis) following termination of service or employment or (3) is a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA) and (B) no Business Employee (1) is a member of a labor union or any other similar employee organization, (2) is currently receiving any disability benefits, (3) has entered into or is covered by any individual agreement or arrangement with the Company or any of its Subsidiaries, (4) has received any loan from the Company or any of its Subsidiaries that has an outstanding balance, (5) has a right, contingent or otherwise, to receive any guaranteed bonus (including any retention bonus) from the Company or any of its Subsidiaries, (6) has the right to receive any severance or separation pay or benefits from the Company or any of its Subsidiaries, (7) could reasonably be expected to receive any payment or benefit from Buyer or any of its Affiliates that would not be deductible to Buyer or such Affiliates as a result of Section 280G of the Code, (8) is entitled to any tax indemnification or tax gross-up from the Company or any of its Subsidiaries or (9) is, or at any time will become, entitled to any payment, benefit or right, or any increased and/or accelerated payment, benefit or right, as a result of (x) such Business Employee’s termination of employment with, or services to, the Company or any of its Subsidiaries or any successor to the Company or (y) the execution of this Agreement or the consummation of the transactions contemplated by this Agreement.

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(vii) The Company and its Subsidiaries are in compliance in all material respects with all applicable laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, human rights, pay equity and workers’ compensation, and are not engaged in any unfair labor practices. There is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the Knowledge of the Seller Corporations, threatened before the National Labor Relations Board or any comparable Governmental Entity.

(j) Taxes. Each Seller Corporation has filed, or has caused to be filed, in a timely manner (within any applicable extension period) all tax returns required to be filed with any taxing authority pursuant to the Code (and any applicable U.S. Treasury regulations) or applicable state, local or foreign tax laws. All such tax returns are true, complete and accurate in all material respects and have been prepared in material compliance with all applicable laws. Each Seller Corporation has timely paid or caused to be paid (or the Company has paid on its behalf) all taxes due and owing (whether or not shown as due on such returns).

As used in this Agreement “tax” means (y) all forms of taxation or duties imposed, or required to be collected or withheld, including charges, together with any related interest, penalties or other additional amounts and (z) any liability in respect of amounts described in clause (y) hereof arising by contract, as a successor or under Treasury Regulation Section 1.1502-6 (or any similar provision of law).

(k) Title to Properties and Purchased Assets. (i) Each of the Company and its Subsidiaries has good and valid title to or valid leasehold or sublease interests or other comparable contract rights in or relating to all of the Purchased Assets. At the Closing, all the Purchased Assets shall be free and clear of all Liabilities (other than the Assumed Liabilities and Permitted Encumbrances).

(ii) The Purchased Assets include all the tangible and intangible assets, property and rights reasonably necessary for the operation of the Company’s and its Subsidiaries’ respective businesses as currently conducted. All of the tangible personal property included in the Purchased Assets is in good working condition, ordinary wear and tear excepted.

(iii) None of the Seller Corporations owns any real property. Each of the Company and its Subsidiaries is in possession of the properties or assets purported to be leased under all its material leases.

(l) Intellectual Property. (i) Each of the Company and its Subsidiaries owns, or is validly licensed or otherwise has the rights to use, and has the rights to make, use and sell products and services in connection with, all Intellectual Property Rights, in each case free and clear of all Liabilities (other than the Assumed Liabilities and Permitted Encumbrances). Each Seller Corporation has the legal power to convey the rights granted to it under any license for any Intellectual Property Right taken by such Seller Corporation. None of the Seller Corporations are subject to any contractual, legal or other restriction on the use of any Intellectual Property Rights that are owned by or licensed to the Company or any of its Subsidiaries.

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(ii) Neither the Company nor any of its Subsidiaries has infringed or is infringing (including with respect to the development, clinical testing, manufacture, use or sale by the Company or any of its Subsidiaries of their respective products (whether or not such products are commercially available or under development) or of their respective Intellectual Property Rights) in any material respect the valid rights of any Person with regard to any Intellectual Property Right. To the Knowledge of each Seller Corporation, no Person or Persons has infringed or are infringing in any material respect the rights of the Company or any of its Subsidiaries with respect to any Intellectual Property Right.

(iii) No material claims are pending or, to the Knowledge of each Seller Corporation, threatened with regard to the ownership or licensing by the Company or any of its Subsidiaries of any of their respective Intellectual Property Rights.

(iv) Section 3.01(l)(iv) of the Company Disclosure Schedule sets forth, as of the date hereof, a complete and accurate list of all patents and applications therefor, registered trademarks and applications therefor, domain name registrations (if any) and copyright registrations (if any), that, in each case, are owned by or licensed to the Company or any of its Subsidiaries. All patents and patent applications required to be listed in Section 3.01(l)(iv) of the Company Disclosure Schedule are either (a) owned by, or are subject to an obligation of assignment to, the Company or a Subsidiary of the Company free and clear of all Liabilities (other than the Assumed Liabilities and Permitted Encumbrances) or (b) licensed to the Company or a Subsidiary of the Company free and clear of all Liabilities (other than the Assumed Liabilities and Permitted Encumbrances). The patent applications listed in Section 3.01(l)(iv) of the Company Disclosure Schedule that are owned by or licensed to the Company or any of its Subsidiaries are pending and have not been abandoned, and have been and continue to be timely prosecuted. All patents, registered trademarks and applications therefor owned by or licensed to the Company or any of its Subsidiaries have been duly registered and/or filed with or issued by each appropriate Governmental Entity in the jurisdiction indicated in Section 3.01(l)(iv) of the Company Disclosure Schedule, all necessary affidavits of continuing use have been timely filed, and all necessary maintenance fees have been timely paid to continue all such rights in effect. None of the patents listed in Section 3.01(l)(iv) of the Company Disclosure Schedule that are owned by or licensed to the Company or any of its Subsidiaries has expired or been declared invalid, in whole or in part, by any Governmental Entity. There are no material ongoing oppositions or cancellations or other proceedings involving any of the trademarks or trademark applications listed in Section 3.01(l)(iv) of the Company Disclosure Schedule and owned by or licensed to the Company or any of its Subsidiaries. There are no material ongoing interferences, oppositions, reissues, reexaminations or other proceedings involving any of the patents or patent applications listed in Section 3.01(l)(iv) of the Company Disclosure Schedule and owned by or licensed to the Company or any of its Subsidiaries, including ex parte and post-grant proceedings, in the United States Patent and Trademark Office or in any foreign patent office or similar administrative agency. To the Knowledge of the Company, there are no published patents, patent applications, articles or other prior art references that could adversely affect the validity of any patent

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listed in Section 3.01(l)(iv) of the Company Disclosure Schedule in a material way. Each of the patents and patent applications listed in Section 3.01(l)(iv) of the Company Disclosure Schedule that are owned by or licensed to the Company or any of its Subsidiaries properly identifies each and every inventor of the claims thereof as determin