ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

As of April 6, 2009

     This ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made by and between EPIX Pharmaceuticals, Inc., a Delaware corporation (“ Seller ”), and Lantheus Medical Imaging, Inc., a Delaware corporation (“ Buyer ”), as of the date first written above (the “ Execution Date ”). Buyer and Seller also may be referred to herein each as a “ Party ” and collectively as the “ Parties .”

     All capitalized terms used in this Agreement are defined in Section 1.1 below.

RECITALS

     WHEREAS, Seller (i) has collaborated in the development of the Product with Bayer, (ii) presently conducts, either directly or indirectly, the business of the Exploitation of the Product in the Territory, (iii) has received regulatory approval to market the Product in the Territory from the FDA, Health Canada or the ATGA, as applicable, and (iv) is willing to transfer to Buyer all rights in, and certain assets and liabilities relating to, the Product in the Territory on the terms and conditions set forth herein; and

     WHEREAS, the Parties desire that Seller sell, transfer and assign (or cause the sale, transfer and assignment) to Buyer, and Buyer acquire and assume, all of the Purchased Assets and Assumed Liabilities, subject to the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows:

ARTICLE I

DEFINITIONS; INTERPRETATION

     1.1 Definitions . The following terms shall have the following meanings for purposes of this Agreement:

     “ Affiliate ” as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlling ,” “ controlled by ” and “ under common control with ”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

     “ Agreement ” has the meaning set forth in the Preamble.

     “ Approvals ” means any approvals, permits, franchises, authorizations (including Marketing Authorizations and variations thereto), licenses, consents, waivers, exemptions,

applications (including any new drug applications and investigational new drug applications), certifications or similar approvals or rights issued by Governmental Authorities (including the FDA, the Drug Enforcement Administration, Health Canada, the ATGA and any other Governmental Authorities in the Territory engaged in the regulation of pharmaceuticals or biohazardous materials) that are required to be obtained or maintained under any applicable Law (including Environmental Law), in each case, in connection with the Purchased Assets, the Exploitation of the Product in the Territory or the testing, handling, processing, recordkeeping, storage, warehousing, disposal, packaging, labeling, promotion, import or export of the Product in the Territory.

     “ Assigned Contract Rights ” has the meaning set forth in Section 2.1(e)(ii) .

     “ Assigned Contracts ” has the meaning set forth in Section 2.1(e) .

     “ Assigned Intellectual Property ” has the meaning set forth in Section 2.1(a) .

     “ Assignment and Assumption Agreement ” means an Assignment and Assumption Agreement in substantially the form of Exhibit A hereto.

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

     “ ATGA ” means the Australian Therapeutic Goods Administration and any Governmental Authority successor thereto.

     “ Australian Drug Law ” means the Therapeutic Goods Act 1989 and implementing regulations, as each has been or may be amended.

     “ Basket Amount ” has the meaning set forth in Section 8.3(b) .

     “ Bayer ” means Schering Aktiengesellschaft.

     “ Bayer Collaboration Agreement ” mean the Strategic Collaboration Agreement between Seller and Bayer dated as of June 9, 2000 (as amended).

     “ Bill of Sale ” means a Bill of Sale in substantially the form of Exhibit B hereto.

     “ Business Day ” means, any day other than (i) a Saturday or a Sunday or (ii) a day on which banks are authorized to close in New York, NY.

     “ Buyer ” has the meaning set forth in the Preamble.

     “ Buyer FDA Letters ” means the letters from Buyer to the FDA, duly executed by Buyer, to be delivered to Seller at the Closing, with regard to the Vasovist NDA and MS-325 IND 51,172, the forms of which are attached hereto as Exhibits C-1 and C-2 , respectively.

     “ Buyer’s Indemnified Persons ” has the meaning set forth in Section 8.1 .

     “ Cap ” has the meaning set forth in Section 8.3(b) .

     “ Canadian Drug Law ” means the Canadian Food and Drugs Act and implementing regulations, as each has been or may be amended.

     “ Closing ” has the meaning set forth in Section 3.3 .

     “ Closing Date ” has the meaning set forth in Section 3.3 .

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

     “ Competing Product ” means a magnetic contrast agent for (i) magnetic resonance angiography or (ii) any other use that was investigated for the Product under an investigational new drug application with the FDA, Health Canada or the ATGA; provided that in no event shall EP-2104R or EP-3600 (or any other magnetic contrast agent targeted at thrombus or collagen-binding contrast agent) be deemed a “Competing Product” hereunder.

     “ Confidential Information ” has the meaning set forth in Section 10.1(a) and (b) .

     “ Contract ” means any contract, agreement, lease, license, commitment, indenture, mortgage, note, bond loan or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.

     “ Convertible Senior Notes ” means Seller’s 3.0% Convertible Senior Notes due June 15, 2024 issued pursuant to the Indenture.

     “ Covidien ” means collectively, Mallinckrodt Inc. and United States Surgical Corporation.

     “ Disclosing Party ” has the meaning set forth in Section 10.1(a) .

     “ Environmental Law ” means any Law in any way relating to the protection of human health and safety, the environment or natural resources, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq. ), the Clean Water Act (33 U.S.C. § 1251 et seq. ), the Clean Air Act (42 U.S.C. § 7401 et seq. ), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq. ), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq. ), and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq. ), and the regulations promulgated pursuant thereto, as each has been amended.

     “ Exchange Act ” has the meaning set forth in Section 4.15 .

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

     “ Excluded Liabilities ” has the meaning set forth in Section 2.3(b) .

     “ Exclusive Negotiation Period ” has the meaning set forth in Section 6.8(b) .

     “ Execution Date ” has the meaning set forth in the Preamble.

     “ Exploitation ” (including, with correlative meanings, the terms “ Exploit ” and “ Exploited ”) means research, development, manufacturing, marketing, distribution, commercialization, sale, use or other exploitation.

     “ FDA ” means the United States Food and Drug Administration and any Governmental Authority successor thereto.

     “ FFDCA ” means the Federal Food, Drug, and Cosmetic Act and implementing regulations, as each has been or may be amended.

     “ Fundamental Representations ” has the meaning set forth in Section 8.3(a)

     “ GAAP ” means generally accepted accounting principles in the United States as of the date hereof.

     “ General IP Assignment ” means a general assignment of the Assigned Intellectual Property (other than the Patents assigned pursuant to the Patent Assignments) in substantially the form of Exhibit D hereto.

     “ Governmental Authority ” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state or local, or any department, commission, bureau, agency, board, instrumentality or authority thereof, or any court or arbitrator (public or private) and including specifically those of each country in the Territory.

     “ Hatch-Waxman Act ” means the “Drug Price Competition and Patent Term Restoration Act of 1984,” Pub. L. No. 98-417, 98 Stat. 1585 (1984).

     “ Health Canada ” means Health Canada and any Governmental Authority successor thereto.

     “ Indebtedness ” of any Person means and includes the principal of and accreted value and unpaid interest in respect of: (i) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money; (ii) amounts owing as the deferred purchase price for property or services; (iii) indebtedness evidenced by any note, bond, debenture or other debt instrument or debt security, the payment of which such Person is responsible or liable; (iv) obligations of the type referred to in clauses (i) through (iii) of any Persons the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise; and (v) obligations of the type referred to in clauses (i) through (iii) of other Persons secured by any Lien on any property or asset of such Person.

     “ Indemnification Claim ” has the meaning set forth in Section 8.4(b) .

     “ Indemnifying Party ” has the meaning set forth in Section 8.4(b) .

     “ Indemnified Persons ” shall mean the Buyer’s Indemnified Persons or the Seller’s Indemnified Persons, as the case may be.

     “ Indenture ” means the Indenture relating to the Convertible Senior Notes, dated as of June 7, 2004, into which Seller, as issuer, and U.S. Bank National Association, as trustee, have entered, as may by amended, modified or supplemented from time to time.

     “ Intellectual Property ” means all right, title and interest in or relating to intellectual property, whether protected, created or arising under the Laws of the United States or any other jurisdiction, including: (i) all patents and applications therefor, including all continuations, divisionals, patents of additions and continuations-in-part thereof and patents issuing thereon, along with all reissues, reexaminations and extensions thereof, including all supplemental protection certificates (collectively, “ Patents ”); (ii) all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, corporate names, trade styles, logos and other source or business identifiers and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof (collectively, “ Marks ”); (iii) all Internet domain names; (iv) all copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith, along with all reversions, extensions and renewals thereof; (iv) all trade secrets; and (v) all other intellectual property rights arising from or relating to Technology.

     “ Law ” means any law, statute, regulation, ordinance, rule, Order, settlement, Contract or governmental requirement enacted, promulgated, entered into, or imposed by, any Governmental Authority (including, for the sake of clarity, common law).

     “ Legal Proceeding ” means any judicial, administrative or arbitral actions, suits, proceedings, hearings or investigations (in each case, whether public or private and whether civil, criminal or administrative) by or before a Governmental Authority.

     “ Liability ” means, collectively, any Indebtedness, guaranties, endorsements, claims, losses, damages, deficiencies, costs, expenses, fines, penalties, liabilities, obligations or responsibilities, whether fixed or unfixed, known or unknown, choate or inchoate, liquidated or unliquidated, secured or unsecured, direct or indirect, matured or unmatured, determinable or indeterminable, absolute, contingent or otherwise, or in contract, tort, strict liability or otherwise, including any product liability and any related costs and expenses of any defense.

     “ Lien ” means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude or transfer restriction.

     “ Loss ” and “ Losses ” have the meanings set forth in Section 8.1 .

     “ Marketing Authorization ” means any current marketing authorizations and pending applications for marketing authorizations granted by a Governmental Authority for the purpose of promoting, marketing, selling and distributing the Product in, and importing the Product into, the Territory in accordance with applicable Law.

     “ Material Adverse Effect ” means a material adverse effect on (a) the Exploitation of the Product in the Territory or (b) the ability of Seller to consummate the Transactions; provided , however , that none of the following shall, by itself, constitute a “ Material Adverse Effect ”: (i) changes that are the result of factors generally affecting the industries or markets in which the Product is Exploited that do not disproportionately affect the Exploitation of the Product as compared to other companies of similar size and scope that operate in the same industry or business as Seller; (ii) except for purposes of Section 4.3 , any adverse change, effect or circumstance arising out of or resulting from actions contemplated by the Parties in connection with this Agreement or the pendency or announcement of the Transactions; (iii) changes in Laws or GAAP as applied on a consistent basis or the interpretation thereof that do not disproportionately affect the Exploitation of the Product as compared to other companies of similar size and scope that operate in the same industry or business as Seller; (iv) any action taken at the written request of Buyer; (v) any legal or investment banking fees or expenses of Seller, incurred or made in connection with the Transactions; (vi) any failure, in and of itself and occurring prior to the Closing, of Seller to meet any projection or forecast (including with respect to the Product); and (vii) changes that are the result of economic factors affecting the national, regional or world economy or acts of war or terrorism that do not disproportionately affect the Exploitation of the Product as compared to other companies of similar size and scope that operate in the same industry or business as Seller.

     “ Necessary Buyer Consents ” has the meaning set forth in Section 5.3(b) .

     “ Necessary Seller Consents ” has the meaning set forth in Section 3.4(a)(v) .

     “ Noteholder Consent ” means the consent executed by certain holders of Convertible Senior Notes in form and substance reasonably acceptable to Buyer and Seller.

     “ Offerors ” has the meaning set forth in Section 6.8(a) .

     “ Order ” means any order, injunction, judgment, doctrine, decree, ruling, writ, assessment, award or arbitration award of a Governmental Body.

     “ Ordinary Course of Business ” means the ordinary and usual course of normal day-to-day operations relating to the Product in the Territory and the Purchased Assets, as conducted by or on behalf of Seller, consistent in all material respects with past practice.

     “ Party ” and “ Parties ” have the meanings set forth in the Preamble.

     “ Patent Assignments ” means short form Patent Assignment Agreements, each in substantially the form of Exhibit E hereto.

     “ Patent Term Extension ” means the extension of a patent term under 35 U.S.C. § 156.

     “ Patents ” has the meaning set forth in the definition of the term “Intellectual Property.”

     “ Permitted Transaction ” means (a) any consolidation or merger of Seller with or into any other Person, or any other corporate reorganization or transaction (including the acquisition of capital stock of Seller), whether or not Seller is a party thereto, in which the stockholders of Seller immediately prior to such consolidation, merger, reorganization or transaction, own capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in, or voting power of, Seller (or other surviving entity) immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of Seller (or other surviving entity) immediately after such consolidation, merger, reorganization or transaction; provided that (x) if within an Exclusive Negotiation Period, the ROFN Assets are excluded from any such transaction and (y) Seller (or other surviving entity) expressly acknowledges Buyer’s rights, and expressly reaffirms Seller’s (or other surviving entity’s) obligations, under the post-Closing covenants set forth in the Transaction Documents (including under Section 6.8 of this Agreement); or (b) any sale, lease or other disposition of all or substantially all of Seller’s assets other than, if within an Exclusive Negotiation Period, the ROFN Assets.

     “ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity or a Governmental Authority.

     “ Pharmacovigilance Provider ” means, (a) within the U.S. Territory, TMC Pharma Services Ltd. (b) within Canada and Australia and outside the Territory (i) prior to the transfer of the Marketing Authorization in the European Union by Bayer to a third party, Bayer and (ii) thereafter, TMC Pharma Services Ltd.

     “ Product ” means the injectable intravascular magnetic resonance angiography contrast agent currently known as Vasovist ^® (gadofosveset trisodium) and, (a) with respect to the U.S. Territory, approved by the FDA pursuant to the Vasovist NDA, (b) with respect to Canada, approved by Health Canada pursuant to the Vasovist NDS and, (c) with respect to Australia, approved by the ATGA pursuant to the Vasovist MAA.

     “ Product Records ” means all files, reports, books, records, documents and similar materials (in each case, whether or not in electronic form) owned or licensed by Seller (whether inside or outside of the Territory) and primarily pertaining to (a) the Product in the Territory or the Purchased Assets or (b) the Exploitation of the Product in the Territory, regulatory approval, testing, clinical trialing, handling, processing, recordkeeping, storage, warehousing, disposal, packaging, labeling, promotion, import or export of the Product in the Territory (including copies of all ledgers, journals, operating data and plans, technical documentation (including design specifications, functional requirements, operating instructions, logic manuals, flow charts and similar items), user documentation (including user manuals, training materials, release notes,

working papers and similar items), marketing studies and documentation (including sales brochures, flyers, pamphlets, web pages and similar items), customer and supplier lists, consultant reports, invention disclosures, laboratory notebooks and records, physician databases, correspondence and other materials, internal memoranda and notes relating to interactions with Governmental Authorities, and all complaint files and adverse event files); provided , however , that “ Product Records ” shall not include any books, documents, records, files and similar materials (in each case, whether or not in electronic form) (A) prepared in connection with the Transaction, (B) maintained by Seller and/or its Representatives, agents or licensees in connection with their respective ongoing Tax requirements or (C) primarily pertaining to the Exploitation of the Product outside the Territory or any other business of Seller.

     “ Purchase Price ” has the meaning set forth in Section 3.1 .

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

     “ Receiving Party ” has the meaning set forth in Section 10.1(a) .

     “ Representatives ” means, with respect to any Person, the Affiliates, directors, officers, employees, agents or advisors (including attorneys, accountants, financial advisors and consultants) of such Person and representatives of any of the foregoing; and, with respect to Buyer, the term “ Representatives ” shall also include Buyer’s lenders and their respective Representatives.

     “ Required Payments ” has the meaning set forth in Section 6.1(b) .

     “ ROFN Acquisition Transaction ” has the meaning set forth in Section 6.8(b) .

     “ ROFN Assets ” has the meaning set forth in Section 6.8(a) .

     “ ROFN Notice ” has the meaning set forth in Section 6.8(b) .

     “ ROFN Period ” has the meaning set forth in Section 6.8(f) .

     “ Scheduled Approvals ” has the meaning set forth in Section 4.8(a) .

     “ SEC ” means the Securities and Exchange Commission and any successor Governmental Authority.

     “ SEC Documents ” has the meaning set forth in Section 4.15 .

     “ Seller ” has the meaning set forth in the Preamble.

     “ Seller FDA Letters ” means the letter from Seller to the FDA, duly executed by Seller, to be delivered to Buyer at the Closing, with regard to the Vasovist NDA and MS-325 IND 51,172, the forms of which are attached hereto as Exhibits F-1 and F-2 , respectively.

     “ Seller’s Indemnified Persons ” has the meaning set forth in Section 8.2 .

     “ Seller’s Knowledge ” means the actual knowledge of those individuals set forth on Schedule 1.1 , after their due inquiry of the employees and/or consultants of Seller materially involved with respect to the matter in question.

     “ Specified Contracts ” has the meaning set forth in Section 2.1(e)(i) .

     “ Sublicensed Intellectual Property ” has the meaning set forth in Section 6.3(c) .

     “ Subsidiary ” means any Person of which (i) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly, by another Person or (ii) another Person is entitled, directly or indirectly, to appoint a majority of the board of directors or managers or comparable supervisory body of such Person.

     “ Tax ” or “ Taxes ” means any and all taxes, assessments, levies, tariffs, duties or other charges or impositions in the nature of a tax imposed by any Governmental Authority, including, without limitation, income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, real property transfer, recording, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), including any interest or penalty thereon or addition thereto and any interest in respect of such additions or penalties.

     “ Tax Return ” means any report, return (including any information return), claim for refund, election, estimated Tax filing or payment, request for extension, document, declaration or other information or filing supplied or required to be supplied to any Governmental Authority with respect to Taxes.

     “ Technology ” means, collectively, all information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology, that are used in, incorporated in, embodied in, displayed by or relate to, or are used in connection with the foregoing.

     “ Termination Agreement ” means the Termination Agreement, dated as of April 6, 2009, by and among Bayer, TMC Pharma Services, Ltd. Seller and, with respect to certain provisions, Buyer.

     “ Territory ” means the U.S. Territory, Canada and Australia.

     “ Total Consideration ” has the meaning set forth in Section 3.1 .

     “ Transaction Documents ” means this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Patent Assignment, the General IP Assignment and the other documents, instruments, exhibits, annexes, schedules or certificates contemplated hereby and thereby.

     “ Transactions ” means the transactions contemplated by the Transaction Documents.

     “ Transfer Taxes ” has the meaning set forth in Section 9.2 .

     “ U.S. Territory ” means the United States of America, including the states thereof, the District of Columbia and the Commonwealth of Puerto Rico, but excluding each of its other territories.

     “ Vasovist Authorization ” means each of (a) in the U.S. Territory, the Vasovist NDA, (b) in Canada, the Vasovist NDS and (c) in Australia, the Vasovist MAA.

     “ Vasovist MAA ” means the registration approvals (including ARTG Nos. 115,498, 115,546 and 115,547) granted by the ATGA for the manufacture, importation, storage, promotion, sale or other distribution of the Product in Australia, including any submissions, resubmissions, variations or supplements thereto, and any official correspondence with or from the ATGA regarding such approval, application, submissions, resubmissions, variations or supplements, as of the Closing Date.

     “ Vasovist NDA ” means the investigational new drug application 51,172 and the new drug application 21-711, including any submissions, resubmissions or supplements thereto, and any official correspondence with the FDA regarding such applications, submissions, resubmissions or supplements, as of the Closing Date.

     “ Vasovist NDS ” the new drug submission control number 096420, including any submissions, resubmissions or supplements thereto, any official correspondence with Health Canada regarding such application, submissions, resubmissions or supplements, and the notice of compliance for Vasovist, as of the Closing Date.

     “ Worldwide IP ” means all Intellectual Property owned, used, held for use, currently contemplated to be used, filed by or licensed to Seller or its Subsidiaries and primarily pertaining to the Exploitation of the Product anywhere in the world, including the Assigned Intellectual Property.

     1.2 Interpretation . References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to

     Articles and Sections of, and Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any reference to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

ARTICLE II

PURCHASE AND SALE
OF ASSETS AND ASSUMPTION OF LIABILITIES

     2.1 Purchase and Sale of Assets . On the terms and subject to the conditions set forth in this Agreement, at the Closing, for the Total Consideration, Seller shall sell, transfer, assign, convey and deliver to Buyer (or its designated Affiliate or Affiliates), and Buyer (or its designated Affiliate or Affiliates) shall purchase, acquire and accept from Seller or its designee, all right, title and interest in, to and under the Purchased Assets, free and clear of all Liens (other than Liens pursuant to the terms of the Assigned Contracts (as defined below)). The “ Purchased Assets ” shall mean all right, title and interest in and to the following assets and rights owned or held by Seller as of the Closing:

          (a) (i) all Patents primarily pertaining to the Product in the Territory owned by Seller, all of which are set forth on Schedule 2.1(a)(i) ; and (ii) all trade secrets, know-how and copyrights owned by Seller and primarily pertaining to the Product in the Territory (the Intellectual Property described in clauses (i) and (ii) is referred to herein collectively as the “ Assigned Intellectual Property ”);

          (b) all regulatory filings, drug master files and other regulatory dossiers and Approvals primarily pertaining to the Product in the Territory owned or licensed by Seller, all of which are set forth in Schedule 2.1(b) ;

          (c) all other preclinical and clinical data, information, results and other materials to the extent primarily pertaining to the Product in the Territory owned or licensed by Seller (including a copy of Seller’s magnetic resonance image database in the Territory), all of which are described on Schedule 2.1(c) ;

          (d) all Product Records; provided that Seller shall be entitled to retain (subject to Article X ) a copy of all Product Records;

          (e) other than Contracts listed on Schedule 2.2(g) , (i) those Contracts to which Seller is a party primarily pertaining to the Product in the Territory or any of the Purchased Assets set forth on Schedule 2.1(e)(i) (the “ Specified Contracts ”) and (ii) the benefit of all non-disclosure, confidentiality, standstill, non-compete and non-solicitation agreements or obligations and invention assignment obligations of all current and former employees,

consultants and agents of Seller or third parties pursuant to Contracts between such persons and Seller, in each case, to the extent relating to the Product in the Territory or any of the Purchased Assets or any portion of any of the foregoing, all of which are set forth on Schedule 2.1(e)(ii) (the “ Assigned Contract Rights ”) (the Specified Contracts and the Assigned Contract Rights are referred to collectively as the “ Assigned Contracts ”); and

          (f) all claims, credits, causes of action and other rights of Seller against third parties in respect of (i) the Purchased Assets described in clauses (a) through (e) above or (ii) the Assumed Liabilities, including those set forth on Schedule 2.1(f) .

     2.2 Excluded Assets . The Parties acknowledge and agree that Seller shall not convey, transfer, deliver or assign to Buyer, and Buyer shall not purchase, take delivery of, or acquire, any rights to any assets, properties, interests or rights of Seller other than the Purchased Assets specifically enumerated in Section 2.1 (collectively the “ Excluded Assets ”), including all of the rights, title and interests of Seller and its Subsidiaries and Affiliates in the following:

          (a) all rights pertaining to products, services, business and prospects of Seller and its Subsidiaries, other than, or with respect to, the Purchased Assets;

          (b) all rights of Seller to the extent relating to the Product outside the Territory (except, for the avoidance of doubt, as expressly set forth in Section 6.8 );

          (c) all Seller’s employees;

          (d) all claims, credits, causes of action and other rights of Seller against third parties pertaining to any Excluded Asset;

          (e) the retained copies of the Product Records and Seller’s magnetic resonance image database;

          (f) any and all Tax assets of Seller and its Subsidiaries, including, without limitation, any Tax claims or rights to Tax refunds, other than Tax claims or rights to Tax refunds in respect of Taxes for which Buyer is liable pursuant to Section 2.4 or Section 9.2 hereof;

          (g) those Contracts to which Seller is a party primarily pertaining to the Product in the Territory or any of the Purchased Assets set forth on Schedule 2.2(g) ; and

          (h) all rights of Seller under this Agreement or any of the Transaction Documents.

     2.3 Assumption of Liabilities .

          (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall (or shall cause its designated Affiliate or Affiliates to) assume, effective

as of the Closing, and shall, from and after the Closing, perform, satisfy and discharge only the following Liabilities of Seller (collectively, the “ Assumed Liabilities ”):

     (i) subject to Section 2.3(b)(ii) , all Liabilities of Seller under the Specified Contracts and Approvals arising out of, or relating to, the Product in the Territory, but only to the extent relating to the period from and after the Closing; and

     (ii) subject to Section 2.3(b)(iii) , all Liabilities arising out of, relating to, or otherwise in respect of the Purchased Assets from and after the Closing.

          (b) Buyer will not assume or be liable for any Excluded Liabilities (as defined below). Seller shall retain, be responsible for, perform, satisfy and discharge all Excluded Liabilities in all respects. “ Excluded Liabilities ” shall mean all Liabilities of Seller other than the Assumed Liabilities, including all of the following Liabilities:

     (i) all Liabilities arising out of, relating to, or otherwise in respect of, (A) the Purchased Assets or the Product in respect of the period before the Closing, (B) Seller’s business, assets and operations outside of the Territory or (C) the Product outside of the Territory;

     (ii) all Liabilities under the Assigned Contracts and Approvals in respect of the Exploitation of the Product by the Seller during the period before the Closing, including the Required Payments;

     (iii) all Liabilities incurred as a result of any Legal Proceedings (regardless of when asserted or initiated) to the extent that such Legal Proceeding arises out of, or relates to, (A) any action, omission, occurrence, event, circumstance, or condition relating to the Product, the Exploitation or the ownership or operation of the Purchased Assets that occurred or existed at or before the Closing (whether asserted before, at or after the Closing) or (B) Seller’s business, assets and operations, the Product or the Purchased Assets to the extent the basis for which arose out of, or related to, any actions or omissions that occurred outside of the Territory;

     (iv) all Taxes of Seller and its Subsidiaries for any period, including (x) any Taxes for which Seller or any of its Subsidiaries may be liable under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or foreign law, or as transferee or successor, by Contract or otherwise, (y) all Taxes relating to the Excluded Assets or Excluded Liabilities for any period and (z) all Taxes relating to the Purchased Assets or the Assumed Liabilities for any taxable period prior to the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, for the portion of such taxable period ending on the Closing Date, other than any Transfer Taxes as set forth in Section 9.2 hereof; and

     (v) all Liabilities arising out of, relating to, or otherwise in respect of, the Excluded Assets.

     2.4 Prorations . Seller and Buyer agree that all of the items listed below relating to the Purchased Assets will be prorated as of the Closing Date, with Seller liable to the extent such items relate to any time period up to and including the Closing Date and Buyer liable to the extent such items relate to periods subsequent to the Closing Date: (a) property, ad valorem and other similar Taxes, if any, attributable to the Purchased Assets; and (b) the amount of any license or registration fees with respect to any Approvals which are being assigned or transferred hereunder. Each of Seller and Buyer agrees to furnish the other Party with such documents and other records as such other Party reasonably requests in order to confirm all adjustment and proration calculations made pursuant to this Section 2.4 . Seller shall promptly forward to Buyer all invoices relating to the Purchased Assets that Seller receives. Buyer shall pay the full amount of all such invoices and any other invoices received by it and shall submit a request for reimbursement to Seller for Seller’s share of such expenses. Seller shall promptly reimburse Buyer for Seller’s share of such expenses.

ARTICLE III

PAYMENT; CLOSING

     3.1 Payment . The aggregate consideration for the Purchased Assets shall be (a) an amount in cash equal to $28,000,000 (the “ Purchase Price ”) and (b) the assumption of the Assumed Liabilities (together with the Purchase Price, the “ Total Consideration ”).

     3.2 Payment Method . On the Closing Date, Buyer shall pay the Purchase Price to, or on behalf of, Seller by wire transfer of immediately available funds into the accounts designated by Seller in writing not fewer than one Business Day before the Closing Date.

     3.3 The Closing . The consummation of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities provided for in Article II hereof (the “ Closing ”) shall take place at the offices of Weil, Gotshal & Manges LLP located at 100 Federal Street, 34th Floor, Boston, MA 02110 (or at such other place as the parties may designate in writing) at 10:00 a.m. (Boston time) on the date hereof unless another time, date or place is agreed to in writing by the Parties (the date on which the Closing occurs is referred to herein as the “ Closing Date ”).

     3.4 Closing Deliveries .

     (a) Deliveries by Seller . At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:

     (i) a certificate duly executed by Seller’s Chief Executive Officer or Chief Financial Officer, in a form and substance reasonably satisfactory to Buyer, dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.1(a) and 7.1(b) has been satisfied in all respects;

     (ii) (A) a duly executed Bill of Sale; (B) a duly executed Assignment and Assumption Agreement; (C) duly executed Patent Assignments; and (D) a duly executed General IP Assignment;

     (iii) a copy of the executed Seller FDA Letters and a copy of each Vasovist Authorization;

     (iv) all instruments and documents necessary to release any and all Liens on the Purchased Assets, including appropriate UCC financing statement amendments (termination statements);

     (v) evidence reasonably satisfactory to Buyer that the consents listed on Schedule 3.4(a)(v) (the “ Necessary Seller Consents ”) have been obtained;

     (vi) evidence that Seller has made, or has caused to be made, all Required Payments;

     (vii) an affidavit of non-foreign status of Seller that complies with Section 1445 of the Code;

     (viii) a copy of the executed Noteholder Consent; and

     (ix) all other documents as Buyer may reasonably request, including secretary’s certificates, evidence of corporate existence and good standing, evidence of corporate approvals and other similar documents.

     (b) Deliveries by Buyer . At the Closing, Buyer shall deliver to Seller the following:

     (i) a certificate duly executed by Buyer’s Chief Executive Officer or Chief Financial Officer, in a form and substance reasonably satisfactory to Seller, dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.2(a) and 7.2(b) has been satisfied in all respects;

     (ii) a duly executed Assignment and Assumption Agreement;

     (iii) evidence reasonably satisfactory to Seller that the Necessary Buyer Consents have been obtained;

     (iv) a copy of the executed Buyer FDA Letters;

     (v) evidence of wire transfer(s) of the Purchase Price referred to in Section 3.2 ; and

     (vi) all other documents as Seller may reasonably request, including secretary’s certificates, evidence of corporate existence and good standing, evidence of corporate approvals and other similar documents.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents and warrants to Buyer as follows as of the Execution Date and as of the Closing Date:

     4.1 Organization and Corporate Power . Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller has the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have, or would not be reasonably expected to have, a Material Adverse Effect.

     4.2 Due Authorization . Seller has the requisite corporate power and authority to execute and deliver the Transaction Documents and to consummate the Transactions. The execution, delivery and performance by Seller of the Transaction Documents and the consummation by Seller of the Transactions have been duly authorized by all necessary corporate action on the part of Seller, and no other corporate proceeding is necessary for the execution and delivery of the Transaction Documents by Seller the performance by Seller of its obligations thereunder and the consummation by Seller of the Transactions. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, moratorium, reorganization or other Laws of general applicability relating to or affecting the enforcement of creditor’s rights and general principles of equity. When executed and delivered in accordance herewith, the other Transaction Documents will have been duly executed and delivered by Seller and will constitute legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, moratorium, reorganization or other Laws of general applicability relating to or affecting the enforcement of creditor’s rights and general principles of equity.

     4.3 No Violation; Consents .

          (a) The execution, delivery and performance by Seller of the Transaction Documents do not and will not: (i) violate any material Law or Order applicable to Seller or any of its properties or assets (including the Purchased Assets); (ii) violate or conflict with, result in a breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit cancellation of, or result in the creation of any Lien

upon any of Seller’s properties or assets (including the Purchased Assets) under, any material Contract to which Seller is a party or by which it or its properties and assets are bound (including the Indenture, the Convertible Senior Notes and the Assigned Contracts); or (iii) violate or conflict with any provision of Seller’s certificate of incorporation and by-laws.

          (b) Except for the approvals, notices and consents of, and filings with, the Governmental Authorities or other Persons not a party to this Agreement set forth on Schedule 4.3(b) , no consents, notices or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a party to this Agreement are necessary in connection with the execution, delivery and performance of the Transaction Documents or the Transactions or the continuing validity and effectiveness immediately following the Closing of any Assigned Contracts or Approvals.

     4.4 Intellectual Property .

          (a) Seller owns, or licenses pursuant to the Specified Contracts set forth on Schedule 2.1(e)(i) , free and clear of all Liens (other than Liens pursuant to the terms of the Assigned Contracts), all Intellectual Property used, held for use or contemplated for use by Seller or its Subsidiaries with respect to the Exploitation of the Product in the Territory in the approved formulations and indications set forth in the applicable Vasovist Authorization, and the consummation of the Transactions will not conflict with, alter or impair any such rights in any material respect.

          (b) Schedule 4.4(b) contains a complete and accurate list of the following Worldwide IP used or held for use in the Exploitation of the Product: (i) all issued, registered and applications to register Intellectual Property, (ii) all material unregistered trademarks, and (iii) all Contracts granting any licenses, options or other rights to any Intellectual Property. For each item listed on such Schedule, Schedule 4.4(b) sets forth (A) the owner, (B) the jurisdiction where issued, registered, legally sanctioned, filed or the equivalent and (C) to the extent such Intellectual Property is owned by Seller, the particulars of any registrations or issuances including, without limitation, all relevant dates, inventors’ names, application numbers and the status thereof.

          (c) Schedule 4.4(c) lists all royalties payable to any third party with respect to the Exploitation of the Product in the Territory or the use of any of the Assigned Intellectual Property and Sublicensed Intellectual Property as of the Closing (whether or not payable before, at or after the Closing). Except as set forth on Schedule 4.4(c) , (i) there is no restriction or limitation on Seller’s right to transfer any Assigned Intellectual Property and Sublicensed Intellectual Property to Buyer, as herein contemplated, and (ii) neither Seller nor any of its Subsidiaries has licensed any third party to use any of the Assigned Intellectual Property and Sublicensed Intellectual Property.

          (d) All Assigned Intellectual Property and Sublicensed Intellectual Property is valid and subsisting and to Seller’s Knowledge enforceable, and all necessary registration, prosecution, maintenance, renewal, and other relevant filing fees due in connection therewith

have been timely paid and all necessary actions (including the filing of documents and certificates in connection therewith) have been timely taken with the relevant authorities for the purposes of prosecuting and/or maintaining such Intellectual Property in full force and effect. Except as set forth on Schedule 4.4(d) , as of the date of this Agreement, there are no filings, payments or similar actions that must be taken within ninety (90) days following the date hereof for the purposes of obtaining, maintaining, perfecting or renewing any registrations and applications to such Intellectual Property.

          (e) To Seller’s Knowledge, none of the use of Assigned Intellectual Property and Sublicensed Intellectual Property by Seller or its Affiliates in the Exploitation of the Product in the Territory in the approved formulations and indications set forth in the applicable Vasovist Authorization, or the Exploitation of the Product in the Territory in the approved formulations and indications set forth in the applicable Vasovist Authorization, infringes, misappropriates, otherwise violates or is in conflict with the rights of others or the rights granted to Seller under any applicable Laws, and, to Seller’s Knowledge, there is no basis for any such claim or demand. No Legal Proceeding is pending or, to Seller’s Knowledge, threatened or asserted in writing, against Seller or any of its Subsidiaries by any person before any Governmental Authority (including the U.S. Patent and Trademark Office or equivalent authority anywhere in the world) with respect to (i) the ownership, validity, enforceability, effectiveness or use of any Assigned Intellectual Property and Sublicensed Intellectual Property, or (ii) allegations of any infringement, misappropriation, or other violation or conflict (including under any unfair competition or trade practices claim) related to the Product in the Territory or the Exploitation of the Product in the Territory, in each case, in the approved formulations and indications set forth in the applicable Vasovist Authorization.

          (f) To Seller’s Knowledge, no Person is infringing upon or otherwise violating any of the Assigned Intellectual Property and Sublicensed Intellectual Property. Neither Seller nor any of its Subsidiaries has brought or asserted any Legal Proceeding against any person for infringing, misappropriating or otherwise violating any Assigned Intellectual Property and Sublicensed Intellectual Property, and, to Seller’s Knowledge, there is no basis for any such Legal Proceeding.

          (g) Except as would not and would not reasonably be expected to materially impair (i) the Exploitation of the Product in the Territory in the approved formulations and indications set forth in the applicable Vasovist Authorization or (ii) the Purchased Assets, all confidential Assigned Intellectual Property and Sublicensed Intellectual Property and other confidential and proprietary information and Technology of Seller to the extent relating to the Exploitation of the Product in the Territory in the approved formulations and indications set forth in the applicable Vasovist Authorization or included in the Purchased Assets has been maintained in confidence in accordance with Seller’s customary protection procedures, which are reasonably adequate and in accordance with industry standards, and Seller has executed written confidentiality and invention assignment agreements in a form provided to Buyer with all past and present employees, consultants and independent contractors who have materially contributed to or been retained in connection with the development of the Assigned Intellectual Property

pursuant to which such employees, consultants and independent contractors have assigned to Seller all their rights in and to all Assigned Intellectual Property they developed in the course of their employment or retention.

     4.5 Litigation and Claims .

          (a) There is no Legal Proceeding (whether in or outside the Territory) pending or, to Seller’s Knowledge, threatened or asserted in writing, against or affecting (i) Seller that would prohibit or materially hinder, delay or otherwise impair Seller’s ability to perform its obligations under the Transaction Documents, including the assignment of the Purchased Assets, that would affect the legality, validity or enforceability of the Transaction Documents, or that would prevent or materially delay the consummation of the Transactions, (ii) the Exploitation of the Product (whether in or outside the Territory), (iii) the Product (whether in or outside the Territory) or (iv) the Purchased Assets.

          (b) None of Seller, any of its Subsidiaries or, to the Knowledge of Seller, any of their respective Affiliates, directors, officers, agents or employees is subject to any Order (whether in or outside the Territory) that is related to the Exploitation of the Product (whether in or outside the Territory), the Product (whether in or outside the Territory) or the Purchased Assets.

          (c) Seller has paid to Covidien and any of its Affiliates all Liabilities due and payable or otherwise accrued before, or in connection with, the Closing and/or the Transactions under the Amended and Restated Strategic Collaboration Agreement between Seller and Covidien, dated as of June 9, 2000, as amended to date, in full satisfaction of all Liabilities owed or accrued thereunder.

     4.6 Good and Valid Title . Except as set forth on Schedule 4.6, Seller has, or as of the Closing Date will have the right to acquire and transfer to Buyer, good and valid title to the Purchased Assets, in each case free and clear of all Liens (other than Liens pursuant to the terms of the Assigned Contracts).

     4.7 Assigned Contracts . Except as set forth on Schedule 4.7 , the Assigned Contracts represent all Contracts of Seller or any of its Affiliates to the extent relating to the Product in the Territory or the Purchased Assets, including all Contracts (a) to the extent relating to the acquisition, use, transfer, development or sharing of, or granting any license, option or other rights to, the Assigned Intellectual Property (including any license or other Contract under which Seller is a licensee or licensor of any such Assigned Intellectual Property) and Sublicensed Intellectual Property, (b) to the extent relating to the joint development of, or any strategic alliance, partnership or sharing of profits or proprietary information with respect to, the Product in the Territory or the Assigned Intellectual Property and Sublicensed Intellectual Property, (c) containing any covenants restricting or prohibiting the owner and operator of the Purchased Assets from competing in any line of business or in any geographical area or from soliciting or hiring any Person, or any covenants of another Person restricting or prohibiting such Person from doing any of the foregoing, (d) restricting any use of the Purchased Assets, (e) to the extent

relating to the Exploitation of the Product in the Territory and (f) providing for royalties on the sale of the Product in the Territory (whether payable before, at or after Closing). Seller has provided Buyer with true and complete copies of each Assigned Contract, including all amendments, supplements and modifications to each such Assigned Contract. All of the Assigned Contracts are the valid, binding obligations of Seller, enforceable by and against Seller in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, moratorium, reorganization or other Laws of general applicability relating to or affecting the enforcement of creditor’s rights and general principles of equity. Neithe