ASSET PURCHASE AGREEMENT

Exhibit 10.65

ASSET PURCHASE AGREEMENT

Dated as of July 8, 2009

Between

FINISAR CORPORATION

and

JDS UNIPHASE CORPORATION

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Schedules

Exhibits

ASSET PURCHASE AGREEMENT

           ASSET PURCHASE AGREEMENT , dated as of July 8, 2009 (this “ Agreement ”), between JDS Uniphase Corporation, a Delaware corporation (the “ Buyer ”), and Finisar Corporation, a Delaware corporation (the “ Seller ”).

RECITALS:

           WHEREAS , the Seller is currently engaged in, among other matters, the business described in Schedule 1 attached hereto (such business being referred to herein as the “ Business ”);

           WHEREAS , upon the terms and conditions set forth herein, the Buyer desires to purchase, and the Seller desires to sell to the Buyer, the Business, including all right, title and interest of the Seller in, to and under the property and assets used exclusively in the Business, and in connection therewith the Buyer is willing to assume certain specified liabilities of the Seller relating thereto (the “ Acquisition ”); and

           NOW, THEREFORE , in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     1.1 Defined Terms . Defined terms used in this Agreement have the meanings ascribed to them as follows:

          “ Acquisition ” shall have the meaning set forth in the Recitals.

          “ Actions or Proceedings ” shall mean any demand, claim, action, suit, proceeding, mediation, arbitration or investigation, which is Known by the Seller.

          “ Affiliate ” shall mean, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, including Subsidiaries.

          “ Agreement ” shall have the meaning set forth in the introduction paragraph of this Agreement.

          “ Allocation ” shall have the meaning set forth in Section 3.2 .

          “ Ancillary Agreements ” shall mean the Bill of Sale, the Patent Assignment, the Trademark Assignment, the Copyright Assignment, the Transition Services Agreement, the Assignment and Assumption Agreement, the License Agreement and the Settlement Agreement.

          “ Approval ” shall have the meaning set forth in Section 2.6 .

           “Assigned Contracts” shall have the meaning set forth in Section 2.1(a)(iv) .

          “ Assignment and Assumption Agreement ” shall mean that certain Assignment and Assumption Agreement dated as of the Closing Date between the Seller and the Buyer, in substantially the form of Exhibit G hereto.

          “ Assumed Liabilities ” shall have the meaning set forth in Section 2.2 .

          “ Bill of Sale ” shall mean that certain Bill of Sale dated as of the Closing Date between the Seller and the Buyer, in substantially the form of Exhibit B hereto.

          “ Books and Records ” shall mean originals or true copies stored on computer disks or tapes or any other storage medium of all existing price lists, client and customer lists, product literature, vendor and supplier lists, user manuals, sales and marketing literature, and, subject to applicable Law, data and records pertaining to Transferred Employees, in each case used exclusively in the conduct or operation of the Business.

          “ Business ” shall have the meaning set forth in the Recitals.

          “ Business Day ” shall mean any day other than (i) a Saturday or Sunday or (ii) a day on which banks in San Francisco, California are required or authorized by law, executive order or governmental decree to be closed.

          “ Business Employee ” shall mean any employee of the Seller who is assigned exclusively to the Business as of the date of this Agreement, other than any employees of the Seller located in Ipoh, Malaysia.

          “ Buyer ” shall have the meaning set forth in the Recitals.

          “ Buyer Disclosure Schedule ” shall have the meaning set forth in Section 4.2 .

          “ Buyer Indemnified Party ” shall have the meaning set forth in Section 10.1(a) .

          “ Buyer Losses ” shall have the meaning set forth in Section 10.1(a) .

          “ Buyer’s Appraisal ” shall have the meaning set forth in Section 3.2 .

          “ Claim Notice ” shall have the meaning set forth in Section 10.3 .

          “ Closing ” shall have the meaning set forth in Section 7.1 .

          “ Closing Date ” shall have the meaning set forth in Section 7.1 .

          “ Closing PTO Schedule ” shall have the meaning set forth in Section 5.6(e) .

          “ COBRA ” shall have the meaning set forth in Section 5.6(d) .

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

          “ Confidential Information ” shall have the meaning set forth in Section 4.1(p)(xv) .

          “ Confidentiality Agreement ” shall mean the Confidentiality Letter Agreement dated January 22, 2009 by and between the Buyer and the Seller.

          “ Contaminants ” shall have the meaning set forth in Section 4.1(p)(xviii) .

          “ Contracts ” shall mean all written and oral contracts, agreements, leases, subleases, licenses, purchase orders, instruments, mortgages, bundling arrangements, deeds of trust, guarantees and any other contractual arrangements related to the operation of the Business, the Transferred Assets or the Assumed Liabilities.

          “ Copyright Assignment ” shall mean that certain Copyright Assignment dated as of the Closing Date between the Seller and the Buyer, in substantially the form of Exhibit E hereto.

          “ Counterclaim ” shall have the meaning set forth in Section 5.15(c) .

          “ Covered Licenses ” shall have the meaning set forth in Section 2.6 .

          “ Covered License Grace Period ” shall have the meaning set forth in Section 10.1(a)(ix).

          “ Disclosure Schedule” shall mean the disclosure schedule provided by the Seller on the date of this Agreement and attached hereto as Exhibit A .

          “ Distributors ” shall have the meaning set forth in Section 4.1(v) .

          “ dollars ” or “$” shall mean United States dollars.

          “ Effective Time ” shall have the meaning set forth in Section 7.1 .

          “ End User Agreements ” shall mean agreements entered into by the Seller or any Subsidiary of the Seller in the ordinary course of business that provide customers with the non-exclusive, non-transferable, non-sublicenseable right to use a Product internally solely for such customer’s benefit (in the case of Products that include software, such agreement providing only an object code license to such software) or non-exclusive right to receive services of the Seller or any Subsidiary of the Seller, but provides no: (i) exclusivity to such customers or restrictions on the Seller’s ability to conduct any business; (ii) rights to distribute Products or make any modifications thereto, (iii) most favored nation commitments to such users, (iv) escrow of source code for the benefit of such customers, or (iv) indemnities or warranties in addition to those set forth in the Seller’s standard End User Agreements.

          “ Environmental Laws ” shall mean all applicable Laws or Orders relating to (i) pollution, contamination, restoration or protection of the environment, health or safety or natural

resources, (ii) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (iii) noise, odor, wetlands, pollution, contamination, waste or injury or threat of injury to Persons or property.

          “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

          “ ERISA Affiliate ” shall mean any Person that, together with the Seller or any of its Subsidiaries, would be deemed a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

          “ Excluded Assets ” shall have the meaning set forth in Section 2.1(b) .

          “ Excluded Liabilities ” shall have the meaning set forth in Section 2.2(b) .

          “ Financial Information ” shall have the meaning set forth in Section 4.1(f) .

          “ Field of Use ” shall mean the field of network test, network measurement, network analysis, network diagnostic, and network monitoring systems and tools (both software and hardware based) in wire-based, optical/fiber-based and wireless network environments, including network and protocol analyzers, network taps, network data/traffic generators and jammers, bit error rate testers and associated software and subsystems.

          “ Foreign Benefit Plan ” shall have the meaning set forth in Section 4.1(n)(vi) .

          “ GAAP ” shall mean United States generally accepted accounting principles consistently applied.

          “ Governmental Authority ” shall mean any federal, state, municipal, foreign or other governmental body, department, commission, board, bureau, agency, court, tribunal or instrumentality, or other entity exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

          “ Hazardous Substance ” shall mean any substance that is (i) listed, classified or regulated pursuant to any Environmental Law or (ii) any petroleum or petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials or radon.

          “ Indemnified Party ” shall have the meaning set forth in Section 10.3 .

          “ Indemnifying Party ” shall have the meaning set forth in Section 10.3 .

          “ Indemnity Claim ” shall have the meaning set forth in Section 10.3 .

          “ In-Licensed IP ” shall have the meaning set forth in Section 4.1(p)(x) .

          “ Intellectual Property ” shall mean Intellectual Property Rights and Technology.

          “ Intellectual Property Rights ” shall mean any and all intellectual property rights worldwide, including (i) Patents, copyrights, rights in mask works and industrial designs, moral rights and other rights of attribution, trade secrets, trademarks, service marks, collective marks, certification marks, rights in domain names and URLs, trade names, and trade dress, including all related goodwill; (ii) any similar, corresponding or equivalent rights to any of the foregoing, in the United States and any foreign jurisdiction, (iii) all applications, registrations, and renewals in connection with the foregoing, (iv) all joint or partial interests in any of the foregoing, and (v) all rights to pursue, recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriations of the foregoing.

          “ Inventory ” shall mean the inventory of the Seller exclusively related to the Business, wherever located (including with Distributors), including all finished goods (including demonstration units), work-in-progress and raw goods.

          “ Key Customers ” shall have the meaning set forth in Section 4.1(v) .

          “ Key Employees ” shall mean the Business Employees listed on Schedule 5.7 .

          “ Knowledge ” shall mean, with respect to the Seller, the actual knowledge of a particular fact, circumstance, event or other matter in question of each of Dave Buse, Steve Workman, Chris Brown, Cheng Liu and Rick Kilduff, in each case, after reasonable inquiry, and with respect to the Buyer, the actual knowledge of a particular fact, circumstance, event or other matter in question of each of Matthew Fawcett and Jeremy Liegl, in each case, after reasonable inquiry.

          “ Landlord ” shall mean TR Section Three, Ltd., a Texas limited partnership.

          “ Law ” shall mean any federal, state, local or foreign law, statute, common law, rule, regulation, code, directive, ordinance or other requirement of general application of any Governmental Authority, including Environmental Laws.

          “ Leases ” shall mean agreements under which real property is leased by the Seller or its Subsidiaries in connection with the operation of the Business.

          “ Liabilities ” shall mean any direct or indirect liability, indebtedness, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued or not, absolute, known or unknown, contingent or otherwise.

          “ License Agreement ” shall mean that certain License Agreement dated as of the Closing Date between the Seller and the Buyer, in substantially the form of Exhibit I hereto.

          “ Licensed IP ” shall mean all Intellectual Property of the Seller to be licensed to the Buyer as set forth in the License Agreement.

          “ Licenses and Permits ” shall mean all licenses, permits, concessions, exemptions, consents, franchises, certificates, variances, approvals and other authorizations that are required by Governmental Authorities under any applicable Law that relate exclusively to the

conduct of the Business as it is presently conducted or to the ownership or use of the Transferred Assets, or that are required to permit the release any Products of the Seller that are scheduled for release within the ninety (90) days after the date hereof.

          “ Lien ” shall mean any lien, claim, charge, option, mortgage, pledge or security interest, rights of first refusal or rights of first offer, encumbrance (including leases, easements, licenses, zoning ordinances, covenants, conditions, restrictions and rights-of-way) or other similar right affecting real or personal property, in each case, whether arising by contract, operation of law or otherwise.

          “ Material Adverse Effect ” shall mean any event, change, circumstance or effect that, individually or together with other events, changes, circumstances or effects, is or could reasonably be expected to be materially adverse to the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, prospects, businesses or results of operations of the Business or to have a material adverse effect on the ability of the Seller to consummate the transactions contemplated hereunder on a timely basis; provided, however, that none of the following, or any event, change, or circumstance resulting or arising from the following, shall constitute, or shall be considered in determining whether there has occurred, a “Material Adverse Effect”: (i) changes in conditions in the United States or global economy or capital or financial markets generally that do not affect the Business in a disproportionate manner as compared to other companies in such industry; (ii) changes in general legal, tax, regulatory, political or business conditions in the countries in which the Seller operates the Business or the Transferred Assets are located that do not affect the Business in a disproportionate manner as compared to other companies in such industry; (iii) general market or economic conditions in the industry in which the Seller operates that do not affect the Business in a disproportionate manner as compared to other companies in such industry; (iv) actions required by the parties pursuant to this Agreement or the Ancillary Agreements; (v) the negotiation, execution, announcement, pendency or performance of this Agreement or the Ancillary Agreements; (vi) changes in generally accepted accounting principles or the interpretation thereof that do not affect the Business in a disproportionate manner as compared to other companies in such industry; (vii) any action taken specifically required by this Agreement or taken at the written direction of the Buyer; and (viii) 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 is threatened or underway as of the date of this Agreement that do not affect the Business in a disproportionate manner as compared to other companies in such industry.

          “ Noncompetition Period ” shall have the meaning set forth in Section 5.3(a) .

          “ Non-Inventory Purchase Orders ” shall mean the written purchase orders or purchase commitments of the Seller for products or services used in the Business that are not Inventory.

          “ Non-U.S. Employees ” shall mean the Business Employees set forth on Section 1.1 of the Disclosure Schedule.

          “ No Consent Notice ” shall have the meaning set forth in Section 2.6 .

          “ Open Source Software ” shall have the meaning set forth in Section 4.1(p)(xi) .

          “ Order ” shall mean any order, writ, injunction, judgment, decree or ruling entered, issued, made or rendered by any court, administrative agency, arbitration tribunal or other Governmental Authority of competent jurisdiction.

          “ Patent Assignment ” shall mean that certain Patent Assignment dated as of the Closing Date between the Seller and the Buyer, in substantially the form of Exhibit C hereto.

          “ Patents ” shall mean any and all United States and foreign patent rights, including all (a) patents, (b) pending patent applications, including all provisional applications, substitutions, continuations, continuations-in-part, divisions, renewals, and all patents granted thereon, (c) all patents-of-addition, reissues, reexaminations, confirmations, re-registrations, invalidations, and extensions or restorations by existing or future extension or restoration mechanisms, including supplementary protection certificates or the equivalent thereof, and (d) all foreign counterparts of any of the foregoing.

          “ Periodic Taxes ” shall have the meaning set forth in Section 6.5 .

          “ Permitted Liens ” shall mean (i) mechanics’, carriers’, workers’ or repairmen’s Liens arising in the ordinary course of business and securing payments or obligations that are not delinquent, (ii) Liens for Taxes, assessments and other similar governmental charges which are not due and payable for which adequate reserves have been established in accordance with GAAP and (iii) Liens that arise under zoning, land use and other similar Laws and other imperfections of title or encumbrances, if any, which do not materially affect the marketability of the property subject thereto and do not materially impair the use of the property subject thereto as used as of the date hereof.

          “ Person ” shall mean any individual, corporation, partnership, firm, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, Governmental Authority or other entity.

          “ Phase 1 Process ” shall have the meaning set forth in Section 5.15(a) .

          “ Post-Closing Tax Period ” shall mean any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.

          “ Pre-Closing Product Liabilities ” means any Liabilities other than Warranty Liabilities arising (or alleged to have arisen) out of claims for damage or injury arising from the sale or production of Products prior to the Closing.

          “ Pre-Closing Tax Period ” shall mean any taxable period ending on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on the Closing Date.

          “ Preliminary PTO Schedule ” shall have the meaning set forth in Section 5.6(e) .

          “ Products ” shall mean all products or services sold, distributed, supported or otherwise made available by the Seller or any Subsidiaries of the Seller exclusively in connection with the Business, including without limitation, any support and maintenance services related to such products.

          “ PTO ” shall have the meaning set forth in Section 5.6(e) .

          “ Purchase Price ” shall mean the amount equal to the sum of (A) $40,250,000 and (B) the dollar amount set forth on the Closing PTO Schedule related to PTO of the Transferred Employees.

          “ QV Firm ” shall have the meaning set forth in Section 3.2 .

          “ Recovery ” shall have the meaning set forth in Section 5.15(a) .

          “ Registered Transferred IP ” shall have the meaning set forth in Section 4.1(p)(iii) .

          “ Related Persons ” shall have the meaning set forth in Section 4.1(s) .

          “ Representatives ” shall mean a Person’s directors, officers, Affiliates, employees, attorneys, accountants, financial advisors, representatives and other agents.

          “ Required Consents ” shall have the meaning set forth in Section 7.3(a) .

          “ SEC ” shall mean the U.S. Securities and Exchange Commission.

          “ Seller ” shall have the meaning set forth in the Recitals.

          “ Seller Indemnified Party ” shall have the meaning set forth in Section 10.1(b) .

          “ Seller Losses ” shall have the meaning set forth in Section 10.1(b) .

          “ Seller Phase 1 Expenses ” shall have the meaning set forth in Section 5.15(a) .

          “ Seller Plan ” shall mean each “employee benefit plan” (within the meaning of Section 3(3) of ERISA), and any other written, unwritten, formal or informal plan, contract, agreement, policy or other arrangement providing for employment, compensation, severance, termination pay, deferred compensation, bonus, performance awards, stock or stock-related awards, fringe benefits, disability benefits, supplemental employment benefits, vacation benefits, profit-sharing, post-retirement benefits, or other employee benefits or remuneration of any kind, in each case entered into, maintained or contributed to by the Seller or any of its Subsidiaries or with respect to which the Seller or any of its Subsidiaries has any Liability.

          “ SerialTek Litigation ” shall mean that certain litigation matter captioned Finisar Corporation, a Delaware corporation v. SerialTek LLC, a Delaware limited liability company, and Eric Lanning, an individual (Santa Clara Sup. Ct. filed May 18, 2009, Case No. 109CV142624).

          “ Settlement Agreement ” shall mean that certain Covenant Not To Sue and Settlement Agreement dated as of the Closing Date between the Seller and the Buyer, in substantially the form of Exhibit J hereto.

          “ Straddle Period ” shall mean any taxable period that begins on or before and ends after the Closing Date.

          “ Subsidiary ” and “ Subsidiaries ” when used with respect to any Person shall mean any other Person in which such Person directly or indirectly owns 50% or more of the aggregate voting stock. For purposes of this definition, “voting stock” means stock or other interests that ordinarily has voting power for the election of directors or managers.

          “ Successor Acquisition ” shall have the meaning set forth in Section 5.12 .

          “ Tax ” or “ Taxes ” shall mean any taxes of any kind, including those measured on, measured by or referred to as, income, alternative or add-on minimum, gross receipts, escheat, capital, capital gains, sales, use, ad valorem, franchise, profits, license, privilege, transfer, withholding, payroll, employment, social, excise, severance, stamp, occupation, premium, value added, property, environmental or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, together with any interest and any penalties, additions to tax or additional amounts (including any interest thereon) imposed by any Governmental Authority.

          “ Tax Proceeding ” shall have the meaning set forth in Section 6.1 .

          “ Tax Returns ” shall mean all reports, estimates, declarations of estimated Tax, claims for refund, information statements and returns relating to, or required to be filed in connection with, any Taxes, including any schedule or attachment thereto, and including any amendment thereof.

          “ Technology ” shall mean any and all algorithms, business names, brand names, compositions, confidential or proprietary information or data, databases, distributor lists, designs, discoveries, domain names, drawings, formulae, ideas, inventions, know-how, logos, mask works, methods, models and model names, names, processes, research, software (including source code, object code, firmware, development tools, files, records, and data), systems, techniques, technology, trade dress, works of authorship, and general intangibles of like nature, including the media on which any of the foregoing is recorded, whether patentable or unpatentable and whether or not reduced to practice

          “ Technology Systems ” shall have the meaning set forth in Section 4.1(p)(xviii) .

          “ Termination Date ” shall have the meaning set forth in Section 9.1(b) .

          “ Texas Facility ” shall mean that certain real property located at 600 Center Ridge Drive, Suite 600, Austin, Texas 78753.

          “ Texas Facility Lease Agreement ” shall mean that certain Lease Agreement, dated as of May 25, 2001, as amended by that certain First Amendment to the Lease Agreement dated as of August 22, 2007 between the Seller and the Landlord related to the Texas Facility.

          “ Third Party Claim ” shall have the meaning set forth in Section 10.4 .

          “ Trademark Assignment ” shall mean that certain Trademark Assignment dated as of the Closing Date between the Seller and the Buyer, in substantially the form of Exhibit D hereto.

          “ Transfer Costs ” shall have the meaning set forth in Section 6.4 .

          “ Transferred Assets ” shall have the meaning set forth in Section 2.1(a) .

          “ Transferred Employee ” shall have the meaning set forth in Section 5.6(a) .

          “ Transferred IP ” shall have the meaning set forth in Section 2.1(a)(v) .

          “ Transition Services Agreement ” shall mean that certain Transition Services Agreement dated as of the Closing Date between the Seller and the Buyer, in substantially the form of Exhibit F hereto.

          “ U.S. Employees ” shall mean the Business Employees set forth on Section 1.1 of the Disclosure Schedule.

          “ Vendors ” shall have the meaning set forth in Section 4.1(v) .

          “ VI ” shall mean Virtual Instruments Corporation, a company incorporated under the laws of the Cayman Islands and formerly known as White Dove Acquisition Corporation.

          “ VI License ” shall mean that certain License Agreement, dated as of June 12, 2008 between the Seller and VI.

          “ VI Transition Services Agreement ” shall mean that certain Transition Services Agreement by and between VI and the Seller effective as of June 12, 2008.

          “ Violation ” shall have the meaning set forth in Section 4.1(d) .

          “ Warranty Liabilities ” shall mean those Liabilities of the Seller and its Subsidiaries for Products shipped on or prior to the Closing Date accruing in accordance with the warranties set forth in Section 4.1(v) of the Disclosure Schedule.

          “ WARN ” shall have the meaning set forth in Section 4.1(o)(ii) .

     1.2 Rules of Construction . References in this Agreement to any gender include references to both 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 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.

ARTICLE II

PURCHASE AND SALE OF THE TRANSFERRED ASSETS

     2.1 Purchase and Sale of Transferred Assets.

          (a) Subject to the terms and conditions set forth in this Agreement, at the Closing and as of the Closing Date, the Seller shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall purchase and acquire, all of the Seller’s right, title and interest in, to and under all of the properties, assets, rights and claims used exclusively in or held for use exclusively in the conduct or operation of the Business as the same may exist on the Closing Date and as such Business is presently contemplated to be conducted by the Seller, whether tangible or intangible, including all right, title and interest of the Seller in, to and under the following to the extent used exclusively in or held for use exclusively in the conduct or operation of the Business and as such Business is presently contemplated to be conducted by the Seller:

          (i) any and all of the Seller’s owned or leased tangible personal property wherever located, including machinery, mobile and immobile equipment, transportation equipment, parts, test equipment, lab equipment supplies and other tangible personal property, including those listed on Schedule 2.1(a) , with locations;

          (ii) the furniture and office equipment located in the Texas Facility, as listed on Schedule 2.1(a) hereof;

          (iii) the Inventory;

          (iv) any and all of the Contracts to which the Seller is a party, including all rights to receive goods and services purchased pursuant thereto and all claims and rights to take any other actions arising out of or related to such Contracts or the Transferred Assets, or in respect thereof, including those listed on Schedule 2.1(a) (“Assigned Contracts ”);

          (v) any and all Intellectual Property, including those Patents listed on Schedule 2.1(a) (collectively, the “ Transferred IP ”), it be agreed, however, that the only Patents to be included in the Transferred IP will be (i) the Patents listed on Schedule 2.1(a) and (ii) any other Patents that are useful exclusively in the Business;

          (vi) any and all Licenses and Permits to the extent transferable under applicable Law and all rights under any licenses or permits from third parties other than Governmental Authorities, including those listed on Schedule 2.1(a) ;

          (vii) any and all Books and Records;

          (viii) any and all rights under express or implied warranties, representations or guarantees, and to product support or maintenance, made by suppliers furnishing goods (including the personal property and equipment referred to herein) or services to the Business or in connection with the Transferred Assets;

          (ix) any and all information systems, hardware, telephone systems, software systems, database and database systems, computers (including all computers of all Business Employees), servers, workstations, communications and networking equipment and any and all rights thereunder, including those listed on Schedule 2.1(a), it being agreed, however, that the categories of systems, computers and other equipment listed on Schedule 2.1(a) will be the only such categories of assets included in the Transferred Assets;

          (x) any and all insurance proceeds received or receivable by the Seller in respect of the Business or any Transferred Assets (as defined below) as a result of any damage or claim occurring after the Closing Date and any rights, claims or causes of action existing or arising in respect of the Business or the Transferred Assets under the Seller’s insurance policies;

          (xi) any and all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind, pertaining to or arising out of the Business and the Transferred Assets (including without limitation the SerialTek Litigation after the Closing Date) other than the portion of the Recovery payable to the Seller in accordance with Section 5.15 ; and

          (xii) any and all goodwill and going concern value of the Business.

     The properties, assets, rights and claims to be purchased by the Buyer pursuant to this Section 2.1(a) shall collectively be referred to herein as the “ Transferred Assets .” If an asset used exclusively in or held for use exclusively for the Business is not specifically listed in Schedule 2.1(b) or referred to in Section 2.1(b) as an “Excluded Asset,” it will be deemed a “Transferred Asset.” To the extent any Transferred Asset is owned or otherwise held by a Subsidiary of the Seller, the Seller covenants and agrees that references in this Section 2.1 to the Seller shall mean the Seller and any Subsidiary of the Seller, and any such Subsidiary shall transfer, assign and sell such asset as of the Closing to the Buyer pursuant to this Section 2.1 in the same manner as if such asset were owned or otherwise held directly by the Seller.

          (b) For the avoidance of doubt, the Transferred Assets shall not include, and the Seller shall retain all of its existing right, title and interest in, to and under, each of the following assets (the “ Excluded Assets ”):

          (i) any tangible or intangible assets of the Seller not used exclusively in the Business;

          (ii) all cash (including checks received on or prior to the Effective Time), commercial paper, certificates of deposit and other bank deposits, treasury bills and other cash equivalents;

          (iii) all specified assets of the Business listed on Schedule 2.1(b) hereof;

          (iv) any shares of Capital Stock or other securities of VI held by the Seller;

          (v) the minute books for the board of directors, committees or stockholders’ meetings, incorporation documents, stock transfers and Tax Returns or similar or related corporate records of the Seller;

          (vi) all accounts receivable of the Business for Product shipments that occurred on or prior to the Closing Date;

          (vii) all assets owned or held by any Seller Plan or any ERISA Affiliate;

          (viii) the assets of any Seller Plan qualified under Section 401(a) of the Code;

          (ix) the portion of the Recovery payable to the Seller in accordance with Section 5.15 ; and

          (x) except as to the Texas Facility Lease Agreement as provided in Section 2.2(a)(iii) below, all right, title and interest in, to and under the Leases related to the Business, and all buildings, structures, fixtures and other improvements situated thereon.

     2.2 Assumption of Liabilities .

          (a) At the Closing and as of the Closing Date, the Buyer shall assume and agree to pay, discharge or perform when due the following specific Liabilities related solely to the Business and the Transferred Assets as expressly and to the extent set forth below (the “ Assumed Liabilities ”):

          (i) Liabilities accruing after the Closing Date pursuant to the VI License and the Assigned Contracts other than Liabilities associated with any Assigned Contract that by its terms requires Approval unless and until such Approval is obtained; provided that the Buyer shall be liable for actions taken by the Buyer after the Closing Date under any such Assigned Contract;

          (ii) Upon receipt from VI of its written consent of the assignment of Section IV Subsections (a)-(c) and Section VII of Schedule One of the VI Transition Services Agreement to the Buyer, Liabilities accruing after the Closing Date pursuant to Section IV Subsections (a)-(c) and Section VII of Schedule One of the VI Transition Services Agreement;

          (iii) If prior to the Effective Time the Landlord provides its written consent for the Buyer to assume the Texas Facility Lease Agreement, Liabilities accruing after the Closing Date pursuant to the Texas Facility Lease Agreement; provided, however, in no event shall the Buyer shall assume any liabilities arising under Environmental Laws arising from or related to the Seller’s operation of the Texas Facility on or prior to the Closing Date;

          (iv) Liabilities under the Non-Inventory Purchase Orders;

          (v) Liabilities related to the SerialTek Litigation, including without limitation any and all costs, expenses, and attorneys’ fees that may be incurred by Seller relating to the SerialTek Litigation, excepting only (a) the Seller Phase 1 Expenses and (b) all costs, fees and expenses related to the SerialTek Litigation that were incurred by Seller prior to the Effective Time; and

          (vi) Warranty Liabilities accruing in accordance with the warranties set forth in Section 4.1(v) of the Disclosure Schedule.

          (b) Notwithstanding anything set forth in Section 2.2 hereof or in Schedule 2.2(a) , the Buyer shall not assume pursuant to this Agreement or the transactions contemplated hereby or otherwise any Liabilities of the Seller or any of the Seller’s Subsidiaries or other Affiliates other than the Assumed Liabilities, and the Seller and its Subsidiaries or other Affiliates shall retain all such other Liabilities, whether arising prior to, on or after the Closing Date, including:

          (i) Liabilities not related to the Business or otherwise arising with respect to the Excluded Assets;

          (ii) Liabilities arising from the breach or infringement or alleged breach or alleged infringement of third party intellectual property rights as a result of the conduct of the Business or the Products or the use of the Transferred IP or Licensed IP by the Seller or any of its Subsidiaries or Affiliates prior to the Closing Date;

          (iii) Liabilities arising prior to the Effective Time relating to any Business Employee whether or not arising under or in respect of any Seller Plan;

          (iv) Liabilities for Taxes with respect to the Pre-Closing Tax Period or related to any Excluded Assets;

          (v) Liabilities to or with respect to or incurred in connection with any Seller Plan;

          (vi) Liabilities under or relating to Environmental Laws arising prior to the Closing or related to any Excluded Asset;

          (vii) Liabilities related to any litigation involving the Business other than related to the SerialTek Litigation;

          (viii) Liabilities of the Seller or its Subsidiaries or Affiliates to any broker, finder or agent for any investment banking or brokerage fees, finder’s fees or commission with respect to the transactions contemplated by this Agreement;

          (ix) Liabilities set forth in Schedule 2.2(b) ;

          (x) Liabilities related to any return of Inventory or Products that the Seller or the Seller’s Affiliates are required to accept other than those pursuant to Warranty Liabilities;

          (xi) any Pre-Closing Product Liabilities;

          (xii) any and all Liabilities related to Contracts, other than Covered Licenses, that are not assigned to Buyer;

          (xiii) Liability to pay the Seller Phase 1 Expenses; and

          (xiv) Any other Liabilities, other than the Assumed Liabilities, relating to the Business, the Products, the Transferred Assets or the Business Employees arising out of the operation or ownership of the Business or the employment of the Business Employees, in each case, prior to or as of the Closing Date regardless of when such Liabilities are known by a Person.

          The Liabilities retained by the Seller and its Subsidiaries and Affiliates pursuant to this Section 2.2(b) are referred to herein as the “ Excluded Liabilities. ”

          (c) The Buyer covenants and agrees with the Seller that the Buyer shall be solely responsible for payment of the Assumed Liabilities effective as of the Closing. The Seller covenants and agrees with the Buyer that the Seller shall be solely responsible for the payment of all Excluded Liabilities.

     2.3 Sale of Transferred Assets and Assumption of Assumed Liabilities . The Transferred Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to an assignment and assumption agreement or other instruments in such form as is necessary to effect a conveyance of the Transferred Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made, and which in all instances shall be reasonably satisfactory to the Buyer and the Seller, to be executed (upon the terms and subject to the conditions hereof) on the Closing Date by the Seller and/or its applicable Subsidiaries and other Affiliates and the Buyer and such other assignment and assumption agreements as may be required in any such jurisdictions.

     2.4 Payments Post-Closing .

          (a) If, following the Closing Date, the Seller receives any payment or other proceeds any portion of which relates to any of the Transferred Assets or otherwise relates to the conduct or operation of the Business following the Closing Date, the Seller shall promptly remit to the Buyer the amount of any such payments. Notwithstanding the foregoing, the parties agree that the Seller shall have no obligation to remit any amount received by the Seller in payment of

accounts receivable of the Business for Product shipments that occurred on or prior to the Closing Date.

          (b) If, following the Closing Date, the Buyer receives any payment or other proceeds any portion of which relates to any of the Excluded Assets, including any accounts receivable of the Business for Product shipments that occurred on or prior to the Closing Date, the Buyer shall promptly remit to the Seller the amount of any such payments.

     2.5 Tax Withholding . Notwithstanding any other provision in this Agreement, except to the extent that the Seller provides the Buyer with a certificate exempting the Seller from a withholding obligation, the Buyer (and any other Person that has any withholding obligation with respect to any payment made pursuant to this Agreement) shall be entitled to deduct and withhold from the payments to be made pursuant to this Agreement any Taxes required to be deducted and withheld with respect to the making of such payments under the Code or any other applicable provision of law. To the extent that amounts are required to be deducted and withheld, the Seller shall work with the Buyer to mitigate any such withholding requirements. To the extent that amounts are so withheld pursuant to this Section 2.5 , such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made. The Seller represents and warrants to the Buyer, that as of the date hereof, to the Seller’s Knowledge, the Seller is not aware of any withholding obligation on the part of the Buyer in connection with the consummation of the transactions contemplated hereby. Based on the information provided by the Seller as set forth in Exhibits B through D on Schedule 2.1(a)(i), the Buyer represents and warrants to the Seller that as of the date hereof, to the Buyer’s Knowledge, the Buyer is not aware of any such withholding obligation in connection with the consummation of the transactions contemplated hereby. If the Buyer becomes aware of any withholding obligation in connection with the consummation of the transactions contemplated hereby between the date hereof and the Closing Date, the Buyer will promptly, and in any event prior to any such withholding, notify the Seller of such obligation immediately upon becoming aware of such withholding obligation.

     2.6 No Assignment in Certain Circumstances . Notwithstanding anything else contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any instrument, commitment, Contract, lease, License and Permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if such a transfer or an attempt to make such a transfer without the authorization, approval, consent or waiver (collectively, “ Approval ”) of a third party would constitute a breach or violation thereof, or affect adversely the rights of the Buyer, the Seller or the Seller’s Subsidiaries and other Affiliates thereunder, or constitute a Material Adverse Effect; and any such transfer to the Buyer that requires the Approval of a third party shall be made subject only to such Approval being obtained. The Seller shall obtain any such Approvals listed on Schedule 7.3(a) prior to the Closing, and shall use commercially reasonable efforts to obtain any other required Approval, and the Buyer shall reasonably cooperate in connection therewith. Notwithstanding the foregoing, if, after commercially reasonable attempts over no fewer than five (5) days following the date hereof, the Seller determines that such Approval is not likely to be obtained using commercially reasonable efforts with respect to one or more of the agreements listed on Schedule 2.6 (the “ Covered Licenses ”), then the Seller shall

notify the Buyer of such determination in writing (each, a “ No Consent Notice ”) and, thereafter, the Seller shall have no further obligation to obtain Approval with respect to the applicable Covered Licenses. The Buyer shall receive all of the Seller’s or the Seller’s Subsidiary’s and other Affiliate’s right, title and interest in any Transferred Asset with respect to which such Approval is required, including performance by the Seller or the Seller’s Subsidiary or other Affiliates, as agent; provided, however, that any and all consent and assignment costs or charges relating to such Contracts, including payments slated to be due in connection with the sale, transfer, or other disposition of the Business or Transferred Asset by the Seller, shall be paid by the Seller.

ARTICLE III

PURCHASE PRICE

     3.1 Purchase Price . The Purchase Price shall be payable in cash by wire transfer of immediately available funds to an account designated by the Seller.

     3.2 Allocation of Purchase Price . The Buyer and the Seller agree to allocate the Purchase Price among the Transferred Assets and the Assumed Liabilities (the “ Allocation ”) as provided in Schedule 3.2 hereof. The Buyer and the Seller agree that the Allocation shall be made pursuant to the following procedure: The Buyer shall prepare at its cost and expense and deliver to the Seller a proposed allocation of the Purchase Price and Assumed Liabilities among the Transferred Assets (“ Buyer’s Appraisal ”) within sixty (60) days after the Closing Date. The Seller shall accept and agree to the allocation unless such allocation is unreasonable, in which case the Seller shall deliver written notice to the Buyer within thirty (30) days after the Seller’s receipt of Buyer’s Appraisal. If the Seller so objects to the Allocation based on Buyer’s Appraisal, the Seller and the Buyer will attempt in good faith to resolve any such disagreement. If the Seller and the Buyer are unable to reach an agreement on the Allocation within thirty (30) days of the Seller’s notice of its objection to Buyer’s Appraisal, any disagreement shall be resolved by the submission of Buyer’s Appraisal and any information upon which the Seller relies to object to Buyer’s Appraisal to a qualified valuation firm mutually acceptable to the Buyer and the Seller (the “ QV Firm ”). In the absence of agreement with respect to the selection of the QV Firm, the Buyer shall be entitled to select the QV Firm. The Seller shall bear any and all costs incurred in engaging the QV Firm with respect to the Allocation. The Buyer and the Seller further agree to act in accordance with the Allocation (including any allocation made by the QV Firm), if any, in any Tax Returns or similar filings. In the event that any Tax authority disputes the Allocation, if any, the Seller or the Buyer, as the case may be, shall promptly notify the other party of the nature of such dispute.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

     4.1 Representations and Warranties of the Seller . The Seller represents and warrants to the Buyer that the representations and warranties contained in this Section 4.1 are true and correct as of the date hereof, except as set forth in the Disclosure Schedule. The Disclosure Schedule shall be arranged in sections and subsections corresponding to the

numbered and lettered sections and subsections contained in this Agreement. The disclosures in any section or subsection of the Disclosure Schedule shall qualify such other sections or subsections in this Section 4.1 only to the extent it is reasonably apparent from a reading of the disclosure item that such disclosure is applicable to such other section or subsection. A mere listing of an agreement, document or instrument is not sufficient to qualify or respond to a representation or warranty requiring disclosure, except for a representation and warranty that calls for a listing of such agreements, documents or instruments (nor shall the contents or provisions of such an agreement, document or instrument be deemed disclosed merely by a listing of the same).

          (a) Due Organization and Power . The Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Each of the Seller and its Subsidiaries (i) has all requisite corporate power and authority to own and lease the Transferred Assets and to operate the Business as it is now being conducted, and (ii) is in good standing and is duly qualified to do business in each jurisdiction in which the nature of the Business or the ownership, leasing or operation of the Transferred Assets makes such qualification necessary, except where the failure to so qualify or be in good standing, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. Section 4.1(a) of the Disclosure Schedule lists all jurisdictions where the Business is currently doing business, or where the Transferred Assets are located.

          (b) Subsidiaries .

          (i) The Seller does not own or hold, directly or indirectly, any equity interest of any kind in any Person that conducts the Business or owns assets or properties or conducts operations used or held for use in, or related to, the Business; and

          (ii) Neither the Seller nor any of its Subsidiaries has, owns or controls (of record or beneficially), directly or indirectly, any interest in any other Person, or is a party to or participant in any partnership, joint venture or other similar investment, related to the Business. Neither the Seller nor any of its Subsidiaries is subject to any obligation or requirement to provide funds to or make any investment (whether in the form of a loan, capital contribution or otherwise) in any Person related to the Business.

          (c) Authorization and Validity of Agreement and Ancillary Agreements . The Seller has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action and no other corporate action or proceeding on the part of the Seller is or will be necessary for the execution, delivery and performance by the Seller of its obligations under this Agreement and the Ancillary Agreements and the consummation by the Seller of the transactions contemplated hereby and thereby. No vote or approval of the stockholders of the Seller is required to approve the Acquisition and the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements. This Agreement and the Ancillary Agreements have been duly and validly executed and delivered by the Seller and, assuming the due authorization, execution and

delivery hereof and thereof by the Buyer, constitute legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except to the extent that their enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting creditors’ rights generally and by general equity principles (whether considered in a proceeding in equity or at law).

          (d) No Conflict . The execution and delivery of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, (i) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation, acceleration or increase of any obligation, liability or fee or the loss of a benefit under, or the creation of a Lien (other than any Permitted Liens) on the Transferred Assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a “ Violation ”) pursuant to, any provision of the certificate of incorporation or by-laws or similar organizational documents of the Seller or any of its Subsidiaries, (ii) result in any Violation of any of the Assigned Contracts or any other contract to which the Seller or any of its Subsidiaries is a party that relates to the Business, or (iii) result in any Violation of any Licenses and Permits, Order or Law applicable to the Business or the Transferred Assets, except in the case of clauses (ii) or (iii) for any Violation which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

          (e) Consents . No consent, approval, Order, Licenses and Permits, or registration, declaration or filing with, or notice to, any Governmental Authority or of, with or from any other Person, is required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by the Seller or the consummation by the Seller of the transactions contemplated hereby or thereby, except for any such consents, approvals, Orders, Licenses and Permits, registrations and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to interfere in any material respect with the conduct of the Business as currently conducted or with the release of any Products of the Seller that are scheduled for release within the ninety (90) days after the date hereof.

          (f) Financial Information . The Business is not an identified reporting unit of the Seller. As a result, financial statements of the Business are not prepared as part of the Seller’s normal reporting process. Section 4.1(f) of the Disclosure Schedule sets forth the unaudited, non-GAAP schedule of revenues, expenses and net contribution for the Business for the fiscal year ended April 30, 2009, subject to non-GAAP adjustments to income and expense that are customarily made by the Seller in its press releases and financial statements and the pro forma adjustments described in the footnotes thereto (the “ Financial Information ”). The Financial Information has been compiled by management from source documentation subject to the controls and procedures of the Seller’s accounting systems.

          (g) Absence of Certain Changes . Except as contemplated by this Agreement, since May 1, 2009, there has not been any material changes in the financial condition or results of operations of the Business. Except as contemplated by this Agreement, since May 1, 2009, the Seller has not taken any of the following actions (or permitted any of the following events to occur) with respect to the Business:

          (i) sold, assigned or transferred any material assets used exclusively in the Business, except in the ordinary course of business;

          (ii) suffered any extraordinary losses (whether or not covered by insurance) to the Business;

          (iii) made any commitments for capital expenditures in an amount in excess of $35,000; or

          (iv) entered into any agreement or commitment with respect to any of the matters referred to in paragraphs (i) through (iii) of this Section 4.1(g) .

          (h) Properties .

          (i) There is no real property legally or beneficially owned by the Seller or any of its Subsidiaries that is used exclusively in connection with the Business.

          (ii) The Seller is the current lessee under the Texas Facility Lease Agreement. Attached to this Agreement as Exhibit L is a true, correct and complete copy of the Texas Facility Lease Agreement, and except as set forth in said Exhibit, the Texas Facility Lease Agreement has not been amended, modified, assigned, or sublet. The Texas Facility Lease Agreement is in full force and effect. The Seller is not in material default or breach of any of its obligations under the Texas Facility Lease Agreement and there is no circumstance or event that with notice or lapse of time would constitute a material default or breach by the Seller with respect to the same. To the Seller’s Knowledge, no other party to the Texas Facility Lease Agreement is in default or breach of any of its obligations under the Texas Facility Lease Agreement, and there is no circumstance or event that with notice or lapse of time would constitute a default or breach by any such party with respect to the same.

          (i) Title to Transferred Assets; Sufficiency of Assets . The Seller and its Subsidiaries have good, valid and marketable title, of record and beneficially, to all of the Transferred Assets and at the Closing will transfer and deliver to the Buyer legal and valid title to the Transferred Assets, free and clear of all Liens other than the Permitted Liens. The Transferred Assets (assuming receipt of all necessary Approvals), together with the rights under the License Agreement and the Transition Services Agreement, constitute all of the assets necessary for the Buyer to conduct the Business in the manner in which it has been conducted by the Seller prior to the date hereof and to release any Products of Seller that are scheduled for release within the ninety (90) days after the date hereof. There is no asset that is used in the Business that is not a Transferred Asset. That portion of the machinery, equipment and other tangible assets included in the Transferred Assets necessary for the Buyer to conduct the Business in the manner in which it has been conducted by the Seller prior to the date hereof is in good and usable condition, ordinary wear and tear excepted and is otherwise suitable for the purposes for which it is currently used.

          (j)  Taxes .

          (i) To the Knowledge of the Seller and its Subsidiaries, all Tax Returns required to be filed in connection with the Business have been timely filed. All material Taxes required to be paid in connection with the Business (whether or not shown to be due on such Tax Returns) have been timely paid. All such Tax Returns are true, correct and complete in all material respects and were prepared in substantial compliance with all applicable laws and regulations. To the Knowledge of the Seller, no claim has ever been made by any Governmental Authority in any jurisdiction where the Seller does not file Tax Returns that the Seller is or may be subject to taxation by that jurisdiction.

          (ii) To the Knowledge of the Seller, there is no material Tax Proceeding, investigation, audit or examination proposed in writing or currently ongoing in connection with the Business in respect of any Tax. To the Knowledge of the Seller, no deficiencies for any Taxes have been proposed, asserted or assessed in connection with the Business. Neither the Seller nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to pay any Tax or to file any Tax Return in connection with the Business. Neither the Seller nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

          (iii) To the best of the Knowledge of the Seller and its subsidiaries, all Taxes required to have been withheld in connection with the Business have been timely withheld and timely paid over to the proper Governmental Authority, an all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.

          (iv) There is no Lien for Taxes upon any of the Transferred Assets (other than for Taxes not yet due and payable). None of the Transferred Assets are “tax-exempt use property” within the meaning of Section 168(h) of the Code.

          (v) To the Knowledge of the Seller, the Seller has no liability for the Taxes of any Person (other than any member of its affiliated or combined Tax group) including (A) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), (B) as a transferee or successor or (C) by Contract.

          (k) Legal Proceedings . There are no Actions or Proceedings which are pending or, to the Knowledge of the Seller, threatened that would interfere in any respect with the conduct of the Business as currently conducted or challenging the validity of this Agreement or any Ancillary Agreement or any of the transactions contemplated hereby or thereby. Neither the Seller nor any of its Subsidiaries nor any of their respective properties is or are subject to any Order that interferes in any material respect with the conduct of the Business or the Transferred Assets. There are no formal or informal SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations or material whistle-blower complaints pending, or to the Knowledge of the Seller with respect to SEC or other governmental inquiries or investigations, threatened, that would interfere in any material respect with the conduct of the Business or the Transferred Assets.

          (l) Licenses and Permits; Compliance with Laws . Except (other than in the case of clauses (i) and (ii) below) as, individually or in the aggregate, has not and would not reasonably be expected to materially interfere with the conduct of the Business as currently conducted or the release any Products of the Seller that are scheduled for release within the ninety (90) days after the date hereof:

          (i) the Seller owns or possesses all material Licenses and Permits, and has made all filings, applications and registrations with all Governmental Authorities, and all such Licenses and Permits are in full force and effect;

          (ii) no loss of any such Licenses and Permits is pending in any Proceeding or, to the Knowledge of the Seller, has been threatened by a Governmental Authority, except for normal expirations in accordance with the terms thereof or applicable Law and all such Licenses and Permits may be transferred to the Buyer;

          (iii) the Seller and each of its Subsidiaries has complied with (A) all terms and conditions of all Licenses and Permits and (B) all Laws applicable to the operation of the Business and ownership or use of the Transferred Assets, and it has not received any written notice nor does it have Knowledge of any pending Actions or Proceedings alleging facts which, if true, would constitute a failure to comply with either (A) or (B) of this Section 4.1(l)(iii) ; and

          (iv) there are no (A) unresolved violations, criticisms or exceptions noted by any Governmental Authority in any report, comment letter or other written statement relating to or based on any examinations of the Business or, with respect to the Business and the Transferred Assets, the Seller or its Subsidiaries or (B) written agreements, memoranda of understanding, commitment letters or similar undertakings with or Orders from any Governmental Authority which relate specifically to the Business and the Transferred Assets.

          (m) Environmental Matters . Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect:

          (i) The Seller and its Subsidiaries are, and at all times since May 1, 2007 have been, in compliance with all Environmental Laws related to the Business and the Transferred Assets and, to the Knowledge of the Seller, there is no condition that would, individually or in the aggregate, reasonably be expected to prevent compliance with all Environmental Laws in the future;

          (ii) Seller’s leasehold right, title and interest in the Texas Facility (including soils, groundwater, surface water, buildings, equipment or other structures or facilities) does not contain and is not contaminated with any Hazardous Substance and no foreseen or proposed alterations or improvements are required within three (3) years from the date hereof in relation to such Texas Facility in order to maintain compliance with Environmental Laws; and

          (iii) Neither the Seller nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Seller or

the Business, is in violation of or subject to liability under any Environmental Law related to the Texas Facility.

          (n) Employee Benefit Plans .

          (i) No plan currently or ever in the past maintained, sponsored, contributed to or required to be contributed to by the Seller, any of its Subsidiaries, or any of their respective ERISA Affiliates, is or ever in the past was (i) a “multiemployer plan” as defined in Section 3(37) of ERISA, (ii) a plan described in Section 413 of the Code, or (iii) a plan subject to Title IV of ERISA, Section 302 of ERISA, or Section 412 of the Code.

          (ii) To the Knowledge of the Seller, all contributions required to be made to the Seller Plans have in fact been timely made in all material respects. The Seller Plans have been established, maintained and administered in compliance in all material respects with their terms and all applicable statutes, laws, ordinances, rules, orders, decrees, judgments, writs, and regulations of any controlling Governmental Authority.

          (iii) The Seller and its Subsidiaries have complied in all material respects with all applicable health care continuation requirements in Section 4980B of the Code and in ERISA.

          (iv) With respect to any Seller Plan that is maintained outside the jurisdiction of the United States or covers any employee residing or working outside the United States (any such Seller Plan, a “ Foreign Benefit Plan ”) and to the Knowledge of the Seller, (A) all Foreign Benefit Plans have been established, maintained and administered in compliance in all material respects with their terms and all applicable statutes, laws, ordinances, rules, orders, decrees, judgments, writs, and regulations of any controlling Governmental Authority, (B) all Foreign Benefit Plans that are required to be funded are fully funded, and with respect to all other Foreign Benefit Plans, adequate reserves therefore have been established on the Business Balance Sheet, and (C) no Liability of the Seller or its Subsidiaries exists with respect to such Foreign Benefit Plans.

          (o) Labor Matters .

          (i) Neither the Seller nor any of its Subsidiaries is a party to any U.S. or non-U.S. collective bargaining agreement or other labor union contract (or is subject to any statutory scheme of similar import) applicable to all or any of the Transferred Employees. None of the Business Employees are represented by any labor union, works council, or other labor organization. To the Knowledge of the Seller, there are no activities or proceedings of any labor union or other labor organization to organize any Transferred Employees.

          (ii) There is no unfair labor practice charge or other material employment related complaint pending or, to the Knowledge of the