ASSET PURCHASE AGREEMENT

Exhibit 99.1

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ASSET PURCHASE AGREEMENT

Dated as of August 4, 2008

AMONG

PGX HEALTH, LLC,
as PURCHASER,

ADENOSINE THERAPEUTICS, L.L.C.,
as SELLER,

AND

CLINICAL DATA, INC.,
as PARENT

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TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

     ASSET PURCHASE AGREEMENT dated as of August 4, 2008, by and among PGx Health, LLC, a Delaware limited liability company (“ Purchaser ”) and a wholly-owned, second-tier subsidiary of Clinical Data, Inc., a Delaware corporation (“ Parent ”), Adenosine Therapeutics, L.L.C. (“ Seller ”), a Virginia limited liability company and Parent;

W I T N E S S E T H:

     WHEREAS, Seller is engaged in the business of discovery, development and commercialization of novel medicinal products based on adenosine receptor subtypes (the “ Business ”); and

     WHEREAS, Parent is a biopharmaceutical company dedicated to developing, manufacturing and commercializing novel therapeutic drug compounds and diagnostic biomarker tests, and Purchaser is a wholly-owned subsidiary of Cogenics, Inc., a wholly-owned subsidiary of Parent; and

     WHEREAS, Seller desires to sell, and through Purchaser, Parent desires to buy, substantially all of the assets of the Business and to assume certain liabilities of Seller, in each case upon the terms and subject to the conditions set forth in this Agreement.

     Accordingly, in consideration of the premises and the mutual representations, warranties, covenants and agreements hereinafter set forth, the parties hereto do hereby agree as follows:

1. CERTAIN DEFINITIONS .

     1.1 Defined Terms . As used in this Agreement, the following terms have the meanings specified or referred to below (terms defined in the singular to have the correlative meaning in the plural and vice versa):

     “ Affiliate ” means, as applied to Seller, Purchaser, Parent or any other specified Person, any Person directly or indirectly controlling, controlled by or under direct or indirect common control with Seller, Purchaser, Parent or other specified Person, respectively.

     “ Assignment and Assumption Agreement ” has the meaning set forth in Section 4.2(b) .

     “ Assignment Consent ” has the meaning set forth in Section 2.5(a) .

     “ Assumed Contracts ” means those contracts (including, without limitation, all leases, subleases, licenses, sublicenses and agreements granting an option to license or to sublicense Seller’s Intellectual Property Rights) to which Seller is a party and which relate to the Purchased Assets and the Business, including the contracts referenced in Section 2.1(e) , Section 2.1(j) , Section 2.1(k) and Section 2.1(n) , but in all cases excluding such contracts which are Excluded Assets.

     “ Assumed Liabilities ” has the meaning set forth in Section 2.3 .

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     “ ATEL Liabilities ” shall mean all Damages and other liabilities for payments arising out of or resulting from the terms (whether through fulfillment or breach thereof or otherwise) of (i) that certain warrant issued by Seller to ATEL Ventures, Inc. dated November 1, 2007, but shall specifically exclude such warrant itself, which is being assumed by Parent pursuant to the terms of the Warrant Assumption Agreement, and/or (ii) the obligations, including but not limited to escrow funding, contained in that certain Escrow Agreement among Seller, Purchaser, ATEL Ventures, Inc. and the escrow agent named therein, dated of even date herewith.

     “ Authorization ” means any approval, accreditation, authorization, consent, license, permit, franchise, certification, certificate of authority, qualification or registration, or any waiver of any of the foregoing, required to be obtained from, or any written notice, statement or other communication required to be filed with or delivered to, any Person.

     “ Basket Amount ” has the meaning set forth in Section 8.2(b) .

     “ Business ” has the meaning set forth in the Recitals to this Agreement.

     “ Business Day ” means any day that is not a Saturday or a Sunday or a day on which banks located in New York, New York are authorized or required to be closed.

     “ Cash Purchase Price ” means an amount equal to $11,000,000 in cash.

     “ Closing ” has the meaning set forth in Section 4.1 .

     “ Closing Date ” means the date and time of the Closing in accordance with Section 4.1 .

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

     “ Confidential Information ” means all information or knowledge, in whatever form or medium, whether factual, interpretative or strategic, that (i) is the property of Purchaser or its Affiliates, (ii) is the property of Seller and used in the Business, (iii) is the property of one or more Third Parties, which information or knowledge is being used by, is licensed to or is in the control or possession of Seller or its respective Affiliates (whether or not the subject of a separate non-disclosure or confidentiality agreement) or (iv) is either applicable to the Business, including all secret, confidential or proprietary information and data, proposed research, development efforts, Seller Patents, and Seller Know-How, applications, products, notes, analyses, compilations, studies, interpretations, documents, reports, tests, assessments, specifications, charts, plans, drawings, models, ideas, concepts, schemes, correspondence, communications, lists, manuals, computer programs, computer records, computer code, modules, scripts, algorithms, features and modes of operation, inventions (whether or not patentable), schematics, testing procedures, software, software design and architecture, design and function specifications, analysis and performance information, user documentation, internal documentation, designs, technology, techniques, methods, processes, services, routines, systems, procedures, practices, operations, apparatus, equipment, business opportunities, contracts, customer and supplier lists and other customer information, technical and economic data, financial information, financial strategies, engineering reports, marketing information, field notes, marketing strategies, marketing methods, sketches, records, know-how and trade or other secrets, together with all other documents prepared by a party hereto or any of their respective

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Affiliates containing or based upon, in whole or in part, such information (collectively, whether oral, written, electronic or existing, stored or communicated in any other form or medium, together with all copies thereof, however or whenever made). “ Confidential Information ” includes this Agreement and all other Transaction Documents. “ Confidential Information ” shall not include information for which the recipient is able to demonstrate: was in the public domain at the time of disclosure, later became a part of the public domain through no act or omission of the recipient or its Affiliates, was lawfully disclosed to the recipient by a third party having the right to disclose it, was already known by the recipient at the time of disclosure, or was independently developed by the recipient without reference to the Confidential Information.

     “ Contemplated Transactions ” means the sale of the Purchased Assets by Seller to Purchaser, the purchase of the Purchased Assets and assumption of the Assumed Liabilities by Purchaser from Seller, the issuance of the Purchaser Note #1 to Seller, the issuance of the Purchaser Note #2 to Seller, and the execution, delivery and performance of and compliance with this Agreement and all other agreements, documents and instruments to be executed and delivered pursuant to this Agreement.

     “ Contingent Consideration ” means, the amounts payable to Seller pursuant to Section 3.2 upon (i) the achievement of one or more of the applicable milestones set forth in subclauses (a) through (c) of such section, or (ii) the receipt by Parent (or any subsidiary, Affiliate, licensee, sublicensee, assignee or successor thereof) of revenue in respect of any Seller Compound pursuant to Section 3.2(d) .

     “ Conveyance Instruments ” has the meaning set forth in Section 4.2(d) .

     “ Copyrights ” shall mean all copyrights, including in and to works of authorship and all other rights corresponding thereto throughout the world, whether published or unpublished, including rights to prepare, reproduce, perform, display and distribute copyrighted works and copies, compilations and derivative works thereof.

     “ Damages ” has the meaning set forth in Section 8.1(a) .

     “ Direct Claim ” has meaning set forth in Section 8.3(b) .

     “ Encumbrance ” means any security interest, mortgage, lien, hypothecation, option, pledge, adverse claim, encumbrance, easement, right-of-way, assessment or restriction including, but not limited to, any restriction on the use, voting, transfer (except in the case of securities, subject to usual and standard restrictions on transfer contained in applicable securities laws), receipt of income or other exercise of attributes of ownership. “Encumbrances” shall not include any ongoing obligations assumed by Purchaser pursuant to the Assumed Contracts including, without limitation, the obligation to pay milestones, royalties and/or other fees.

     “ Environmental Approval ” has the meaning set forth in Section 5.23(a) .

     “ Environmental Law ” means any Law, in effect as of the date hereof or on the Closing Date, of any Governmental Body which is applicable to Seller and which relates to pollution or protection of the environment, including any law relating to emissions, discharges, Releases or

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threatened Releases of pollutants, contaminants or Hazardous Substances into ambient air, surface water, groundwater or land, or otherwise into the environment.

     “ Environmental Liability ” means any loss or other Liability (including strict liability and third party claims) or obligation arising under, or resulting from, a violation of any Environmental Law or relating to the handling or release of Hazardous Substances (including any condition or migration arising therefrom prior to the Closing).

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     “ Excluded Assets ” has the meaning set forth in Section 2.2 .

     “ Excluded Liabilities ” has the meaning set forth in Section 2.4 .

     “ FDA ” shall mean the United States Food and Drug Administration.

     “ Financial Statements ” has the meaning set forth in Section 5.6 .

     “ GAAP ” means generally accepted accounting principles in the United States.

     “ General Assignment and Bill of Sale ” has the meaning set forth in Section 4.2(a) .

     “ Governmental Body ” means any domestic or foreign national, state, multi-state, municipal or other local, executive, legislative, or judicial government, any court, official, board, subdivision, agency, commission or authority thereof, or any quasi-governmental or private body exercising any regulatory or taxing authority thereunder.

     “ Grant ” shall mean any grant (or in-process or filed application for same) or award of financial assistance, including cash payments and reimbursements, from any Governmental Body which is held or collectible by Seller either directly or indirectly, and which relates to conducting research, development and other permitted activities on one or more Seller Compounds.

     “ Grant Amount ” has the meaning set forth in Section 3.5 .

     “ Gross Sales ” means the gross sales of a Seller Compound by Purchaser (which for purposes of the definition of Gross Sales shall mean Purchaser and any Affiliate, licensee, sub-licensee, assignee or successor of any of the foregoing, but shall exclude any Distributor (as defined below)) to third parties. If any such sales to third parties are made in transactions that are not at arm’s length between the buyer and Purchaser, then the gross amount to be included in the calculation of Gross Sales shall be the amount that would have been invoiced had the transaction been conducted at arm’s length. Such amount that would have been invoiced shall be determined, wherever possible, by reference to the average selling price of the relevant Seller Compound in arm’s-length transactions in the relevant country. If Purchaser sells a Seller Compound in unfinished form to a third party for resale, then the gross amount to be included in the calculation of Gross Sales arising from such sale shall be the amount invoiced by the third party upon resale, in lieu of the amounts invoiced by Purchaser when selling the Seller Compound in unfinished form. Otherwise, where Purchaser sells a Seller Compound in finished form (whether or not packaged or labeled in final form) to a third party for further resale (each such third party

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hereinafter a “ Distributor ”), the amount to be included in the calculation of Gross Sales shall be the price invoiced by Purchaser to the Distributor, not the amount invoiced by the Distributor upon resale. If, in addition to or in lieu of a transfer price paid for quantities of Seller Compound supplied, any Distributor provides consideration to Purchaser in connection with any Seller Compound or the Distributor’s rights or relationship with Purchaser in relation thereto, then such consideration shall be included in the calculation of Gross Sales in the quarter in which it becomes due to Purchaser (as applicable). Notwithstanding the foregoing, amounts received by Purchaser for the sale of Seller Compounds to another Purchaser for resale shall not be included in the computation of Gross Sales hereunder. Gross Sales shall be determined from books and records maintained in accordance with GAAP or IAS/IFRS, consistently applied throughout the organization and across all Seller Compounds of the Purchaser whose sales of Seller Compound are giving rise to Gross Sales.

     “ Hazardous Substance ” means petroleum, petroleum by-products, polychlorinated biphenyls, asbestos and any other chemicals, compounds, elements, materials, substances or wastes which are currently defined or regulated as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “toxic air pollutants,” “hazardous air pollutants,” “pollutants,” or “contaminants” under any Environmental Law.

     “ Indemnified Party ” has the meaning set forth in Section 8.3(a) .

     “ Indemnifying Party ” has the meaning set forth in Section 8.3(a) .

     “ Intellectual Property Rights ” means any and all rights existing now or in the future under patent law (including patents or patent applications and any utility patent, design patent, patent of importation, patent of addition, certificate of addition, certificate or model of utility, whether domestic or foreign, and all divisions, continuations, continuations-in-part to the extent that the subject matter of the claims in the continuation-in-part which was previously in the listed patent applications, reissues, reexaminations, renewals or extensions thereof, and any letters patent that issue thereon), copyright law (including copyright registrations and applications for registration thereof), neighboring rights law, industrial design rights law, moral rights law, database protection law, trade secret law, trademark law (including trademark or service mark registrations and applications for registration thereof), unfair competition law, publicity rights law, privacy rights law, licenses and other conveyances and any and all similar proprietary rights, and any and all renewals, extensions, and restorations thereof, now or hereafter in force and effect, whether worldwide or in individual countries or regions.

     “ Knowledge ” (whether or not capitalized) means the following: An individual shall be deemed to have “Knowledge” of a particular fact or other matter if such individual is actually aware of such fact or other matter. Seller shall be deemed to have “Knowledge” of a particular fact or other matter if any of the following executive officers of Seller has actual knowledge of such fact or other matter: Dr. Jonathan M. Sackier, Robert S. Capon, Joel Linden, William Stilley, Shannon Williams or William Gray.

     “ Law ” means any constitutional provision, statute, law, rule, regulation, ordinance, code, or legally enforceable interpretation, in the case of each of the foregoing, of any Governmental

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Body or having the effect of law in the United States or any state, county, city or other political subdivision, including, without limitation, common law and any Order.

     “ Leased Real Property ” means all Real Property that is leased or subleased by or for the benefit of Seller.

     “ Liability ” means any indebtedness, obligation or other liability (whether absolute, accrued, matured, fixed or otherwise, or whether due or to become due), including, any fine, penalty, judgment, award or settlement respecting any judicial administrative or arbitration proceeding, damage, loss, claim or demand with respect to any Law.

     “ Material Adverse Change ” means any change, event, occurrence or condition which has had, individually or in the aggregate a material adverse effect on, or is materially adverse to, the Business, assets, prospects, financial condition or results of operations of Seller; provided , however , that none of the following, or any change, event, occurrence or development resulting or arising from the following, shall constitute, or shall be considered in determining whether there has occurred, a “ Material Adverse Change ”: (i) changes in conditions in the United States or global economy or capital or financial markets generally, including changes in interest or exchange rates ( provided that such changes do not affect Seller in a materially disproportionate manner as compared to other biotechnology or pharmaceutical companies); (ii) changes in general legal, tax, regulatory, political or business conditions in the countries in which Seller operates ( provided that such changes do not affect Seller in a materially disproportionate manner as compared to other biotechnology or pharmaceutical companies); (iii) general market or economic conditions in the biotechnology or pharmaceutical industries ( provided that such conditions do not affect Seller in a materially disproportionate manner as compared to other biotechnology or pharmaceutical companies); (iv) actions contemplated by the parties in accordance with this Agreement; (v) the negotiation, execution, announcement, pendency or performance of this Agreement or the transactions contemplated hereby, the consummation of the Contemplated Transactions or any public communications by Seller, Parent or Purchaser regarding this Agreement or the transactions contemplated thereby, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, lenders, investors, venture parties or employees; (vi) changes in generally accepted accounting principles or the interpretation thereof; (vii) any change, event, occurrence or development relating to the products or product candidates of any Person (other than Seller or its Affiliates); (viii) any action taken pursuant to or in accordance with this Agreement or at the request or with the consent of Parent or Purchaser; (ix) any regulatory, banking, legal, accounting and other professional fees or expenses incurred in connection with the Contemplated Transactions; (x) any failure by Seller to meet any projections, guidance, estimates, forecasts or published financial or operating predictions for or during any period ending (or for which results are released) on or after the date hereof (it being agreed that the facts and circumstances giving rise to such failure may be taken into account in determining whether a Material Adverse Change has occurred); (xi) any litigation arising from or relating to this Agreement or the Contemplated Transactions; and (xii) any natural disaster or other acts of God, acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement ( provided that such conditions do not affect Seller or its Affiliates, taken as a whole, in a materially disproportionate manner as compared to other biotechnology or pharmaceutical companies).

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     “ Material Contract ” has the meaning set forth in Section 5.12(a) .

     “ Non-Assignable Asset ” has the meaning set forth in Section 2.5(a) .

     “ Order ” means any consent, decree, injunction, judgment, order, ruling, assessment or writ of any Governmental Body (in each such case whether preliminary or final).

     “ Parent ” has the meaning set forth in the introduction to this Agreement.

     “ Parent Guaranty ” shall mean that certain guarantee among Parent, Purchaser and Seller of even date herewith, relating to Parent’s unconditional and irrevocable guaranty of Purchaser’s obligations hereunder, under Parent Note #1, Parent Note #2 and the Security Agreement, in the form attached hereto as Exhibit K .

     “ Patent Assignment ” has the meaning set forth in Section 4.2(c)(ii) .

     “ Person ” means any individual, corporation, limited liability company, partnership, joint venture, trust, association, unincorporated organization, other entity or Governmental Body.

     “ Post-Closing Period ” shall mean any taxable period beginning after the close of business on the Closing Date or, in the case of any tax period which includes, but does not begin, after the close of business on the Closing Date, the portion of such period beginning after the close of business on the Closing Date.

     “ Pre-Closing Period ” shall mean any taxable period ending on or before the close of business on the Closing Date or, in the case of any taxable period which includes, but does not end on, the Closing Date, the portion of such period up to and including the Closing Date.

     “ Proceeding ” means an action, complaint, petition, suit, proceeding or arbitration, civil, criminal, regulatory or otherwise, at law or in equity.

     “ Purchase Price ” has the meaning set forth in Section 3.2.

     “ Purchased Assets ” has the meaning set forth in Section 2.1 .

     “ Purchaser ” has the meaning set forth in the introduction to this Agreement.

     “ Purchaser Documents ” has the meaning set forth in Section 6.2 .

     “ Purchaser Indemnification Cap ” has the meaning set forth in Section 8.2(c) .

     “ Purchaser Indemnified Parties ” has the meaning set forth in Section 8.1(a) .

     “ Purchaser Note #1 ” means a promissory note of Purchaser unconditionally and irrevocably guaranteed by Parent in the aggregate principal amount of $22,000,000, with simple interest of six percent (6%) per annum, amortized over five (5) years in equal quarterly payments paid in arrears and secured by all of the Purchased Assets, in the form attached hereto as Exhibit A .

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     “ Purchaser Note #2 ” means a promissory note of Purchaser unconditionally and irrevocably guaranteed by Parent in the aggregate principal amount of $3,200,000, with simple interest of eleven percent (11%) per annum, amortized over thirty-two (32) months in equal monthly payments paid in arrears and secured by all of the Purchased Assets, in the form attached hereto as Exhibit B .

     “ Purchaser’s Disclosure Schedules ” has the meaning set forth in the introduction to Article 6 .

     “ Real Property ” means all real property and leases and subleases of, and other interests in real property used by or on behalf of Seller or held by or on behalf of Seller for use in connection with the Business, in each case, together with all buildings, fixtures, and improvements erected thereon.

     “ Real Property Lease ” has the meaning set forth in Section 5.14(b) .

     “ Regulatory Materials ” has the meaning set forth in Section 5.20(b) .

     “ Scientific Data ” has the meaning set forth in Section 5.28 .

     “ Security Agreement ” means that certain security agreement pledging the Purchased Assets as collateral for the Purchaser Note #1 and the Purchaser Note #2, in the form attached hereto as Exhibit C .

     “ Seller ” has the meaning set forth in the introduction of this Agreement.

     “ Seller Benefit Plans ” has the meaning set forth in Section 5.19(a) .

     “ Seller Compound ” has the meaning set forth in Section 3.2(a) .

     “ Seller Contracts ” means any contract, agreement, indenture, note, bond, loan, instrument, lease, binding commitment or other binding arrangement or agreement, whether written or oral, to which Seller is a party or by which its assets or properties is bound or affected.

     “ Seller Documents ” means this Agreement and each other agreement, document, certificate or other instrument required to be delivered by Seller pursuant to this Agreement or in connection herewith.

     “ Seller Indebtedness ” means (i) all funded indebtedness of Seller for borrowed money, (ii) all purchase money indebtedness and obligations of Seller for the deferred purchase price of property or assets, (iii) all obligations of Seller evidenced by notes (including promissory notes issued in consideration for the purchase of stock or assets of any business), bonds, debentures or other similar instruments, and (iv) all capital leases which, in the case of clauses (i) through (iv) above, shall include all accrued interest thereon and applicable prepayment premiums and any other fees, costs or expenses payable in connection therewith.

     “ Seller Indemnification Cap ” has the meaning set forth in Section 8.2(c) .

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     “ Seller Indemnified Parties ” has the meaning set forth in Section 8.1(b) .

     “ Seller Intellectual Property ” has the meaning set forth in Section 2.1(c) .

     “ Seller Patents ” has the meaning set forth in Section 2.1(a) .

     “ Seller Products ” means all products or services incorporating the Purchased Assets developed, designed, licensed or sold by Seller or its Affiliates prior to the Closing Date.

     “ Seller Records ” means the original organizational books and records of Seller, along with copies (whether in electronic or paper form) of the accounting, financial and tax records of Seller and the original documents related to the equity transactions of Seller for all periods prior to the Closing Date. Included in the definition of “ Seller Records ” shall be a license from Purchaser permitting Seller to retain a copy of any accounting or database management software being conveyed to Purchaser as a part of the Purchased Assets.

     “ Seller’s Disclosure Schedules ” has the meaning set forth in the introduction to Article 5 .

     “ Subsidiary ” means with respect to any specified Person, any other Person (a) whose board of directors or similar governing body, or a majority thereof, may presently be directly or indirectly elected or appointed by such specified Person, (b) whose management decisions and corporate actions are directly or indirectly subject to the present control of such specified Person, or (c) more than 50% of whose voting securities are owned, directly or indirectly, by such specified Person.

     “ Survival Date ” means the date that is twenty-four (24) months after the Closing Date.

     “ Tax Returns ” means any return, declaration, report, claim for refund or credit, information return or statement and any amendment to any of the foregoing, including, without limitation, any consolidated, combined or unitary return or other document (including any related or supporting information or schedule), filed or required to be filed with any Governmental Body in connection with the determination, assessment, collection or payment of Taxes or the administration of any Laws, regulations or administrative requirements relating to Taxes or ERISA.

     “ Taxes ” means all federal, state, local and foreign taxes, charges, fees, levies, deficiencies or other assessments of whatever kind or nature (including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, built-in gains, license, withholding, payroll, employment, unemployment, excise, estimated, severance, stamp, occupation, real property, personal property, intangible property, occupancy, recording, minimum, environmental, windfall profits or other taxes, customs, duties, fees, assessments or charges of any kind whatsoever), including any liability therefore as a transferee (including, without limitation, under Section 6901 of the Code), as a result of Treasury Regulation Section 1.1502-6, or in each case, any similar provision under applicable Law, or as a result of any Tax sharing or similar agreement, together with any interest, penalties, additions to tax or additional amounts imposed by any Taxing Authority (domestic or foreign).

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     “ Taxing Authority ” means a Governmental Body having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.

     “ Third Party Claim ” has the meaning set forth in Section 8.3(a) .

     “ Threshold ” has the meaning set forth in Section 3.5 .

     “ Title/Organization/Authority Representations ” has the meaning set forth in Section 8.2(a) .

     “ Trademarks ” shall mean any and all trademarks, service marks, logos, trade names, corporate names, Internet domain names and addresses and general-use e-mail addresses, and all goodwill associated therewith throughout the world.

     “ Transaction Documents ” means this Agreement and all agreements, documents, certificates and instruments to be delivered pursuant to this Agreement.

     “ Trademark Assignment ” has the meaning set forth in Section 4.2(c)(i) .

     “ Transfer Taxes ” shall mean all federal, state, local or foreign sales, use, transfer, real property transfer, mortgage recording, stamp duty, value-added or similar Taxes that may be imposed in connection with the transfer of Purchased Assets or assumption of Assumed Liabilities, together with any interest, additions to Tax or penalties with respect thereto and any interest in respect of such additions to Tax or penalties.

     “ UVAPF/ATI License Agreement ” means that certain license agreement by and between the University of Virginia Patent Foundation and Seller, dated April 22, 1999, and amended on April 1, 2002, April 22, 2004, June 30, 2005, July 17, 2007 and July 29, 2008 along with related exercised Option Agreement documents through which Seller has periodically added Intellectual Property to Schedule A of such UVAPF/ATI License Agreement.

     “ Warrant Assumption Agreement ” has the meaning set forth in Section 3.1 .

     1.2 References to Dollars . References to dollars or “$” in this Agreement means United States dollars.

     1.3 Gender . References to the masculine in this Agreement shall include the feminine and neuter (e.g. “his” shall include “hers” and “its”) and references to the neuter shall include the feminine and masculine.

2. THE ACQUISITION.

     2.1 Purchased Assets . Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title and interest in, to and under the following assets, properties, goodwill and rights, in each case, free and clear of all Encumbrances and specifically excluding the Excluded Assets (collectively, the “ Purchased Assets ”):

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          (a) all patents and patent applications listed on Schedule 2.1(a), and any provisional applications and applications for certificates of invention related thereto, any patents issuing from any of the foregoing patent applications (including certificates of invention), all patents and patent applications based on, corresponding to, or claiming the priority date(s) of any of the foregoing (including foreign counterparts), any reissues, substitutions, confirmations, registrations, validations, re-examinations, additions, continuations, continued prosecution applications, continuations-in-part, or divisions of or to any of the foregoing, term extensions and supplementary protection certificates related to any of the foregoing (collectively, the “ Seller Patents ”);

          (b) know-how, trade secrets, data, processes, techniques, procedures, compositions, devices, methods, formulas, protocols and information, whether or not patentable, which are (i) owned by Seller (i.e., Seller possesses the ability to grant a license without violating any third party agreement or arrangement) as of the Closing Date and (ii) not generally publicly known (the “ Seller Know-How ”);

          (c) all Trademarks owned by Seller set forth on Schedule 2.1(c) (“ Seller Trademarks ”) and all Copyrights owned by Seller (“ Seller Copyrights ” and collectively, with Seller Trademarks, Seller Patents and Seller Know-How, the “ Seller Intellectual Property ”);

          (d) all Grants and all other materials and assets related to Grants, all of which are listed on Schedule 2.1(d);

          (e) all rights of Seller under the agreements set forth in Schedule 2.1(e) pursuant to which Seller has been granted a license and/or sublicense to third party rights (the “ Original Agreements ”) and the agreements set forth in Schedule 2.1(e) pursuant to which Seller has granted sublicenses of its rights under the Original Agreements (the “ Sublicense Agreements ”) (collectively, the “ Seller Agreements ”);

          (f) all rights of Seller under each agreement executed by any employee, officer or consultant of Seller regarding confidentiality of proprietary information of Seller Intellectual Property included in the Purchased Assets and/or assignment or other transfer of rights in Seller Intellectual Property;

          (g) all claims (including claims for past infringement or misappropriation) and causes of action of Seller against other parties (regardless of whether or not such claims and causes of action have been asserted by Seller) with respect to any of the Seller Intellectual Property or Seller Agreements, and all rights of indemnity and other rights of recovery possessed by Seller (regardless of whether such rights are currently exercisable) with respect to any of the Seller Intellectual Property or the Seller Agreements;

          (h) all domain names owned by Seller, all of which are listed on Schedule 2.1(h);

          (i) all equipment (including office equipment, manufacturing equipment, transportation equipment and warehouse equipment), machinery, computer hardware and software, rolling stock, supplies, furniture, furnishing, racks, shelves, decorations, fixtures, tools, tooling, improvements and other tangible personal property owned by Seller

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(collectively, the “ Personal Property ”), including, without limitation, the items listed on Schedule 2.1(i) and all rights to the warranties received from the manufacturers and distributors of all such personal property and fixtures and any related claims, credits, rights of recovery and setoffs with respect to such personal property and fixtures;

          (j) all leases and rental agreements in respect of equipment and other Personal Property employed by Seller in the operation of the Business or otherwise, including, without limitation, those leases and agreements listed on Schedule 2.1(j);

          (k) all the leases and sub-leases for Real Property listed on Schedule 2.1(k) (the “ Leased Real Property ”), including all of Seller’s right, title and interest in and to all land, buildings, structures, easements, appurtenances, improvements (including construction in progress) and fixtures located thereon;

          (l) all of Seller’s inventories of raw materials, work-in-process, finished goods, merchandise and supplies, packaging materials and other similar items, net of reserves, existing at the Closing Date (“ Inventory ”);

          (m) all of Seller’s licenses, sublicenses, permits, approvals, certifications, endorsements, qualifications, accreditations and authorizations of all applicable federal, state and local governmental entities (collectively, the “ Permits ”) necessary for the conduct of the Business as of the Closing Date by Seller, including, without limitation, the Permits listed on Schedule 2.1(m);

          (n) all contracts (including, without limitation, leases, subleases, licenses, sublicenses and agreements granting an option to license or sublicense Seller’s Intellectual Property Rights ) to which Seller is a party relating to the Purchased Assets and the Business, but in all cases excluding such contracts which are Excluded Assets;

          (o) all records and documentation of Seller (including all discs, tapes and other media-storage data and information) relating to the Business and its customers, distributors and suppliers including, without limitation, customer, distributor and supplier lists), preclinical and clinical data, and all other records relating to the Seller Intellectual Property and the Business (including, without limitation, copies of all historical accounts of Seller) other than the Seller Records (collectively, the “ Books and Records ”);

          (p) any claim, cause of action or right in action against third parties that has arisen or may arise relating to the Purchased Assets (the “ Claims ”);

          (q) all of Seller’s goodwill relating to the Business including, to the extent practicable, Seller’s goodwill associated with all vendor, distributor, service provider, contractor and customer relationships, if any;

          (r) all of Seller’s accounts and notes receivable, negotiable instruments and chattel papers, net of reserves (the “ Accounts Receivable ”), including those listed in the Financial Statements, except to the extent that all or a portion of such Accounts Receivable are Excluded Assets;

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          (s) all insurance proceeds paid or payable to Seller in respect of any damage to or destruction or loss of any Purchased Assets or rights of Seller described in this Section 2 or reflected on the Seller’s Disclosure Schedules, including any assets of Seller that, as far as could reasonably be foreseen, would have been included in the Purchased Assets but for such damage, destruction or loss, and all of Seller’s rights to such proceeds, to the extent transferable, under the insurance policies listed on Schedule 2.1(s) (collectively, the “ Assigned Insurance Policies ”);

          (t) all vehicles owned by Seller and used in connection with the Business, if any, including those listed on Schedule 2.1(t);

          (u) all prepayments, performance and other bonds, security deposits, advances, advance payments, prepaid credits and deferred charges, including the security deposits and advances listed on Schedule 2.1(u) (collectively, the “ Other Current Assets ”);

          (v) all rights in, to and under claims for refunds, rebates or other discounts due from suppliers or vendors and rights to offset in respect thereof, including those rebates and credits listed on Schedule 2.1(v);

          (w) all lock boxes, safe deposit boxes, and the contents thereof which contain any assets of the Business (excluding any cash, cash equivalents, short-term investments, or any other Excluded Asset contained therein) the identity and location of which is listed on Schedule 2.1(w);

          (x) all cash and cash equivalents, if any, only to the extent all or a portion of same are not Excluded Assets; and

          (y) all other assets of any kind of nature currently used or useful in the Business that are not otherwise Excluded Assets.

     2.2 Excluded Assets . Notwithstanding Section 2.1 or any other provision in this Agreement or any other writing to the contrary, Purchaser, Parent and Seller agree that Purchaser is purchasing only the Purchased Assets and is not purchasing (i) a total of $10,000,000 of Seller cash and Accounts Receivable (in any combination of amounts) (ii) any Excluded Liabilities, (iii) the Seller Records, (iv) any insurance policies (or related prepayments) except insurance policies that are Assumed Liabilities, (v) personal property of Seller’s employees, or (vi) promotional items (such as coffee mugs, pens and the like) marked with Seller’s logo. All such assets other than the Purchased Assets shall hereinafter be referred to as the “ Excluded Assets .”

     2.3 Assumed Liabilities . Subject to the terms and conditions of this Agreement, at the Closing, Seller shall assign, and Purchaser shall assume only the Assumed Liabilities; provided , that Purchaser shall be responsible for any such Assumed Liabilities solely with respect to the period commencing as of the Closing. For the purposes of this Agreement, the “ Assumed Liabilities ” shall mean only the Liabilities of Seller specifically listed on Schedule 2.3 .

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     2.4 Excluded Liabilities . Notwithstanding Section 2.3 or any other provision of this Agreement, or any other writing to the contrary, Purchaser and Seller agree that Purchaser is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller, or any Affiliate or predecessor in interest of Seller, of whatever nature, whether presently in existence or arising or asserted hereafter, including but not limited to the ATEL Liabilities. All such liabilities, including but not limited to the ATEL Liabilities, and obligations other than the Assumed Liabilities shall be retained by and remain obligations and liabilities of Seller or its Affiliates, and shall hereinafter be referred to as the “ Excluded Liabilities .”

     2.5 Non-Assignable Assets .

          (a) Notwithstanding the foregoing, if any Purchased Assets are not assignable or transferable (each a “ Non-Assignable Asset ”) without the consent of, or waiver by, a third party (each, an “ Assignment Consent ”), either as a result of the provisions thereof or as a result of the provisions of applicable Law, and any such Assignment Consent has not been obtained by Seller prior to the Closing, Purchaser may elect to either (i) consummate the Contemplated Transactions at the Closing without taking an assignment of the Non-Assignable Asset or any Liabilities relating thereto, or (ii) consummate the Contemplated Transactions at the Closing and have Seller continue its efforts to obtain the Assignment Consents after Closing; provided , that, subject to Section 2.5(b) , neither this Agreement nor the related instruments of transfer contemplated hereby shall constitute an assignment or transfer of such Non-Assignable Asset, and Purchaser shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets).

          (b) If Purchaser elects to proceed in accordance with the terms of Section 2.5(a)(ii) above, Seller shall use commercially reasonable efforts (without any obligation to compensate any party for such a consent) to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter shall assign to Purchaser such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement. After the Closing and until such time as the corresponding Assignment Consent has been obtained, Seller shall cooperate with Purchaser in any reasonable arrangement designed to provide Purchaser with all of the benefits of any such Non-Assignable Asset as if the corresponding Assignment Consent had been obtained.

3. CONSIDERATION FOR TRANSFER .

     3.1 Cash Purchase Price, Purchaser Note #1, Purchaser Note #2, Assumed Liabilities and Contingent Consideration . Subject to the terms of this Agreement, as full consideration for the sale, assignment, transfer and delivery of the Purchased Assets and the performance of the Contemplated Transactions by the Seller, Purchaser shall (i) deliver via wire transfer to Seller at the Closing an amount equal to the Cash Purchase Price, (ii) deliver to Seller the Purchaser Note #1, (iii) deliver to Seller the Purchaser Note #2, and (iv) agree to assume all of the Assumed Liabilities ((i), (ii) (iii) and (iv) collectively, the “ Base Purchase Price ”). In addition, Seller shall execute the Warrant Assumption Agreement attached hereto as Exhibit D (the “ Warrant Assumption Agreement ”), and Seller may be entitled to Contingent Consideration, as provided in Section 3.2 .

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     3.2 Payments of Contingent Consideration . In addition to the amounts payable to Seller at Closing set forth in Section 3.1 above, Seller shall be entitled to, and Purchaser shall make, the following payments of Contingent Consideration upon the successful achievement of the milestones set forth below:

               (a) $5,000,000 in cash upon the approval by the FDA for sale in the United States of any product covered by any Seller Patent (a “ Seller Compound ”);

               (b) $10,000,000 in cash upon the initial achievement by Parent (or any subsidiary, Affiliate, licensee, sublicensee, assignee or successor thereof) of $100,000,000 in aggregate Gross Sales of any Seller Compound in any fiscal year of Parent;

               (c) $15,000,000 in cash upon the initial achievement by Parent (or any subsidiary, Affiliate, licensee, sublicensee, assignee or successor thereof) of $250,000,000 in aggregate Gross Sales of any Seller Compound in any fiscal year of Parent; and

               (d) one-third (1/3) of all licensing and/or sublicensing revenue (including without limitation options and sales of assets) actually received by Parent (or any subsidiary, Affiliate, licensee, assignee or successor thereof) with respect to the license and/or sublicense (including without limitation asset sales and/or options) of any Seller Compound or any Seller Patents, up to a maximum aggregate of $15,000,000 payable to Seller; provided , however , (i) that all amounts up to the first $5,000,000 paid to Seller pursuant to this Section 3.2(d) shall offset on a dollar-for-dollar basis the payment required by Section 3.2(a) above and (ii) all amounts paid to Seller in excess of $5,000,000 pursuant to this Section 3.2(d) shall offset on a dollar-for-dollar basis the payment required by Section 3.2(b) above.

     For the avoidance of doubt, the total amount of cash and cash equivalent consideration to be paid under Sections 3.l and 3.2 inclusive (including principal payments on the Purchaser Note #1 and principal payment on the Purchaser Note #2 but excluding interest payments on the Purchaser Note #1 and excluding interest payments on the Purchaser Note #2 and excluding the Assumed Liabilities for this purpose) shall be $66,200,000. The Base Purchase Price and the Payments of Contingent Consideration are collectively referred to as the “ Purchase Price .” As used in this Section 3.2, “covered by” means, with respect to a product, technology, process or method, that, in the absence of rights to practice under the Seller Patents, the manufacture, use, offer for sale, sale or importation of such product or the practice of such technology, process or method would or is reasonably likely to infringe any Seller Patent (or, in the case of a Seller Patent that has not yet issued, would infringe such Seller Patent if it were to issue).

     Purchaser shall have no obligation to make a payment of Contingent Consideration under Section 3.2 to Seller for milestones achieved on or after the date that is ten (10) years following the Closing Date. On a date not less than one hundred eighty (180) days from the Closing Date, and continuing semi-annually thereafter, Purchaser shall provide Seller with a report on its progress toward achieving the Payments of Contingent Consideration referenced in this Section 3.2 , said report shall contain the information referenced in Exhibit E . Any payments due to Seller pursuant to this Section 3.2 shall be delivered to Seller not more than sixty (60) days beyond the date upon which the Contingent Consideration milestone was achieved. Any payments of Contingent Consideration not delivered to Seller pursuant to the terms of this

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Section 3.2 shall bear interest at the prime rate of interest in effect on such date as reported in The Wall Street Journal, plus three percent (3%), per annum until paid by Purchaser. Purchaser shall reimburse Seller on a dollar for dollar basis for any costs of collection (including reasonable attorney fees and costs) incurred in collecting any amounts payable by Purchaser pursuant to this Section 3.2 ; provided , however , that upon a final adjudication, without further appeal, by a court of competent jurisdiction, it is determined that Purchaser (or any subsidiary, Affiliate, licensee, assignee or successor thereof) was more than fifty percent (50%) at fault for non-payment of such Contingent Consideration.

     3.3 Allocation of Purchase Price . Schedule 3.3 sets forth a mutually agreeable allocation of the Base Purchase Price among the various classes of Purchased Assets (as such classes are defined for the purposes of Section 1060 of the Code). All allocations made pursuant to this Section 3.3 have been made in accordance with the requirements of Section 1060 of the Code. None of the parties shall take a position on any Tax Return (including IRS Form 8594), before any Tax Authority or in any judicial proceeding that is in any manner inconsistent with such allocation without the written consent of the other parties to this Agreement or unless specifically required pursuant to a determination by an applicable Tax Authority. The parties shall promptly advise each other of the existence of any tax audit, controversy or litigation related to any allocation hereunder.

     3.4 Tax Matters .

          (a) Notwithstanding any Law to the contrary, Seller shall be responsible for and shall pay any Transfer Taxes when due, and shall, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes; provided , however , that, if required by any Law, Purchaser will join in the execution of any such Tax Returns and other documentation.

          (b) Seller shall be responsible for and shall pay any Taxes (i) arising or resulting from or in connection with the conduct of the Business and/or the ownership of the Purchased Assets attributable to the Pre-Closing Period, and (ii) assessed against, attributable to or due with respect to Seller for all Periods. Purchaser shall be responsible for and shall pay any Taxes (i) arising or resulting from or in connection with the conduct of the Business and/or the ownership of the Purchased Assets attributable to all periods subsequent to the Closing Date, and (ii) assessed against, attributable to or due with respect to the Purchased Assets for all periods subsequent to the Closing Date.

          (c) For all purposes of attributing or allocating Taxes between the parties pursuant to this Section 3.4(b) , all personal property, ad valorem or other similar Taxes (not including income Taxes) levied with respect to the Purchased Assets for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between the Pre-Closing Period and the period subsequent to the Closing Date based on the relative number of days included in such taxable period through and including the Closing Date and the number of days included in such taxable period after the Closing Date. Each party shall be solely responsible for income taxes imposed with respect to such party.

     3.5 Adjustments to the Cash Purchase Price .

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          (a) At least two (2) days prior to the Closing Date, Seller shall deliver to Purchaser a statement (with supporting documentation reasonably acceptable to Purchaser) setting forth in reasonable detail each of the Grants then held by Seller payable following the Closing Date (the “ Grant Amount ”). To the extent that the Grant Amount is less than $3,000,000 (the “ Threshold ”), the Cash Purchase Price shall be reduced on a dollar-for-dollar basis for such portion of the Grant Amount below the Threshold. To the extent that Purchaser does not agree with the contents of Seller’s statement setting forth the Grant Amount, the parties will work expeditiously and in good faith to resolve all matters prior to the Closing Date.

          (b) The Cash Purchase Price shall be increased on a dollar-for-dollar basis for (1) any salary paid to Seller employees prior to the Closing Date in consideration for services to be rendered on behalf of Purchaser following the Closing Date; (2) any Real Property Lease payments made by Seller prior to the Closing Date for occupancy by the Business following the Closing Date; (3) any capital lease payments made by Seller prior to the Closing Date for use of the leased personal property by the Business following the Closing Date; and (4) approximately $2,000 in travel expenses related to a trip to be taken following the Closing Date to Osaka, Japan for purposes of meeting with the Company’s partner, Santen Pharmaceutical Co., Ltd., paid for by Seller prior to the Closing Date. Either before or promptly after Closing, Seller may deliver to Purchaser a detailed schedule (reasonably acceptable to Purchaser) outlining all such pre-payments made prior to the Closing Date. Depending on when Seller delivers the schedule referred to herein, Purchaser shall either adjust the Cash Purchase Price at the time of Closing, or shall make any necessary payments to Seller promptly following the Closing via wire transfer pursuant to the same wire instructions as used to transmit the Cash Purchase Price.

4. THE CLOSING.

     4.1 Place and Time . The Closing of the Contemplated Transactions (the “ Closing ”) shall take place at the offices of Cooley Godward Kronish LLP, 800 Boylston Street, 46 ^th Floor, The Prudential Tower, Boston, Massachusetts 02199 on August 4, 2008 at 4:00 P.M. (Boston time)  (the “ Closing Date ”) simultaneously with the execution and delivery of this Agreement and the other agreements, documents, certificates and instruments contemplated hereby; provided , that (a) the Closing may take place by exchange of executed documents by facsimile or email transmission, and (b) the Closing shall be deemed to have taken place at 12:01 a.m. on the Closing Date.

     4.2 Deliveries by or on behalf of Seller . At the Closing, Seller shall (i) take all steps reasonably necessary to place Purchaser in actual possession and operating control of the Purchased Assets and (ii) deliver the following items, duly executed by or on behalf of Seller as applicable, all of which shall be in a form and substance reasonably acceptable to Purchaser and Purchaser’s counsel:

          (a) General Assignment and Bill of Sale covering all of the applicable Purchased Assets, substantially in the form attached hereto as Exhibit F (the “ General Assignment and Bill of Sale );

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          (b) Assignment and Assumption Agreement, covering all of the Assumed Liabilities, substantially in the form attached hereto as Exhibit G (the “ Assignment and Assumption Agreement ”);

          (c) Any and all documents necessary to properly record the assignment to Purchaser of all of Seller’s or any other Person’s right, title and interest in and to the Seller Intellectual Property, including (i) a trademark assignment (the “ Trademark Assignment ”), substantially in the form of Exhibit H attached hereto, for any and all of the Seller Trademarks; (ii) one or more patent assignments (each, a “ Patent Assignment ”), substantially in the form of Exhibit I hereto, for any and all of the Seller Patents; and (iii) a Copyright assignment, if necessary, for all of the Copyrights; with the understanding that third party registration fees and legal fees incurred for such assignments after the Closing Date shall be for the account of Purchaser;

          (d) Such other specific instruments of sale, transfer, conveyance and assignment as Purchaser may reasonably request (collectively with the General Assignment and Bill of Sale, the Assignment and Assumption Agreement, the Trademark Assignment, the Patent Assignment and any Copyright assignment, the “ Conveyance Instruments ”); with the understanding that third party registration fees and legal fees incurred for such assignments after the Closing Date shall be for the account of Purchaser;

          (e) A certificate signed by an authorized officer of Seller, dated as of the Closing Date, stating that (i) the representations and warranties of Seller set forth in this Agreement are true and correct in all material respects, except for representations and warranties that are qualified by materiality, which shall be true and correct in all respects, as of the Closing Date (except to the extent that any representation and warranty expressly speaks as of a date earlier than the Closing Date, in which case such representation and warranty shall be true and correct solely as of such earlier date), (ii) Seller has performed and complied in all material respects with the covenants and obligations contained in this Agreement and required to be performed and complied with by Seller prior to or at the Closing, and (iii) to the Knowledge of Seller, there is no Proceeding by any third party or Governmental Body with respect to the transactions contemplated hereby that is currently pending or has been threatened in writing, and there is no Order that has been entered in any such Proceeding, in either case that would have the effect of (A) making any of the Contemplated Transactions illegal, (B) otherwise preventing or delaying the consummation of the Contemplated Transactions, (C) imposing any requirement on Purchaser, Parent or any of their Affiliates to hold separate (including by a trust or otherwise) or divest any of businesses or assets as a result of Purchaser’s acquisition of the Purchased Assets, (D) limiting the ability of any party hereto to perform its obligations hereunder after the Closing, or (E) if successful, causing a Material Adverse Change;

          (f) Certified copies of the resolutions duly adopted by Seller’s Board of Managers and by Seller’s members authorizing the execution, delivery and performance by Seller of this Agreement and the other agreements contemplated hereby to which Seller is a party and the consummation of all transactions contemplated hereby and thereby;

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          (g) Certified copies of the resolutions duly adopted by Seller’s Board of Managers, and by not less than a majority of Seller’s members, authorizing the sale of all or substantially all of Seller’s assets and extension of the period for effecting the dissolution of the Company;

          (h) An opinion of counsel to Seller in form and substance reasonably acceptable to Purchaser;

          (i) Copies of all Authorizations and Orders from Governmental Bodies necessary to permit Seller to perform its obligations hereunder and for the consummation of the Contemplated Transactions, in a form on terms and conditions reasonably acceptable to Purchaser;

          (j) Certificate of Organization of Seller, certified by the Secretary of State of the Commonwealth of Virginia, as of a date not more than five (5) Business Days prior to the Closing Date, and the limited liability company operating agreement of Seller, certified by the secretary of Seller;

          (k) Certificates of good standing, dated as of a date not more than ten (10) Business Days prior to the Closing Date, issued by the Secretary of State of the Commonwealth of Virginia and by the Secretary of State of each jurisdiction in which Seller is qualified to do business;

          (l) Copies of pay-off letters, releases, lien discharges and any other documents reasonably requested by, and in form reasonably satisfactory to Purchaser, including UCC-3 termination statements, reflecting the satisfaction in full of, and releases of any Encumbrances securing, all Purchased Assets;

          (m) All consents of and notices to Third Parties with respect to the transfer of the Assumed Contracts and Assumed Liabilities to Purchaser;

          (n) A statement (in such form as may be reasonably requested by counsel to Parent and Purchaser) certifying that Seller is not a foreign person for purposes of Section 897 and 1445 of the Code;

          (o) An executed amendment to the UVAPF/ATI License Agreement, extending the date through which Seller will have the right to obtain certain patent rights on inventions from the University of Virginia Patent Foundation from September 30, 2008 to September 30, 2009, and, either as part of such amendment or separate from it, an acknowledgement from UVAPF that Seller has satisfied the commercialization milestone requirements set forth in Section 3.2(iv) of the UVAPF/ATI License Agreement.

          (p) Copies of a filed provisional patent application relating to the work of Joel Linden in the field of SNP genotyping, in accordance with the terms of the UVAPF/ATI License Agreement;

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          (q) A balance sheet of Seller dated within three (3) business days of the Closing Date showing the amount of all cash, cash equivalents and Accounts Receivable of Seller; and

          (r) Such other documents and instruments as Purchaser reasonably shall deem necessary to consummate the transactions contemplated hereby.

     4.3 Deliveries by or on behalf of Purchaser . At the Closing, Purchaser shall deliver (or cause to be delivered, in the case of Parent deliverables) the following items, all of which shall be in a form and substance reasonably acceptable to Seller and Seller’s counsel:

          (a) The Assignment and Assumption Agreement, the Trademark Assignment and the Patent Assignment;

          (b) An aggregate amount, by wire transfer of immediately available funds, equal to the Cash Purchase Price as adjusted pursuant to Section 3.5 , to the account designated by Seller and identified on Schedule 4.3(b) hereto;

          (c) The Purchaser Note #1 and the Purchaser Note #2, each duly executed by an authorized officer of Purchaser;

          (d) The Security Agreement duly executed by an authorized officer of Purchaser and the Parent Guaranty duly executed by an authorized officer of Parent;

          (e) The Warrant Assumption Agreement duly executed by authorized officers of each of Parent and Purchaser;

          (f) A certificate signed by an authorized officer of Parent, dated the Closing Date and stating that (i) the representations and warranties of Purchaser and Parent set forth in this Agreement are true and correct, in all material respects, except for representations and warranties that are qualified