ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into on September 30, 2009 , by and among (i) Cardo Medical, Inc., a Delaware corporation ("Buyer"); and (ii) Vertebron, Inc., a Delaware corporation ("Seller"). Capitalized terms used herein shall have the meanings ascribed to them in Schedule 1.

Recitals

WHEREAS , the Seller is a Debtor-in-Possession pursuant to Title 11 of the United States Code (11 U.S.C. §§ 101-1330, as amended) (the "Bankruptcy Code"), under Case No. 09-50291 (AHWS) (hereinafter referred to as the "Bankruptcy Case"), presently pending in the United States Bankruptcy Court for the District of Connecticut (hereinafter referred to as the "Bankruptcy Court"), and Seller, upon proper approval and authorization from the Bankruptcy Court, may sell and assign assets outside of the ordinary course of business;

            WHEREAS, this Agreement shall be authorized, implemented and approved through a sale procedure pursuant to 11 U.S.C. §§ 363 and 365; and

            WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of the rights, title and interest in, to and under substantially all of the assets, tangible and intangible, of the Seller used in its business subject to the terms and conditions of this Agreement.

Agreement

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows:

ARTICLE I
SALE AND PURCHASE OF ASSETS

1.01    Sale and Purchase of Assets; Excluded Assets .

1. Assets . On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept delivery of, all right, title and interest in and to substantially all of the Assets (other than the Excluded Assets), free and clear of all Liens, including but not limited to any Liens arising from any capitalized leases, pursuant to Sections 363 and 365 of the Bankruptcy Code. It is specifically understood and agreed by the parties hereto that Buyer is acquiring, and Seller is selling, substantially all of the tangible and intangible assets attributable to or Used by Seller in its business, except the Excluded Assets.
2. Method of Conveyance . The sale, transfer, conveyance, assignment and delivery by Seller of the Assets to Buyer in accordance with Section 1.01(a) shall be effected on the Closing Date by Seller's execution and delivery to Buyer of one or more bills of sale, assignments and other conveyance instruments with respect to Seller's transfer of Intangible Rights and other Assets in form and scope reasonably satisfactory to Buyer (collectively the

"Conveyance Documents"). At the Closing, Seller shall transfer, convey, assign and deliver good, valid and, to the extent applicable, marketable title to all of the Assets to Buyer pursuant to the Conveyance Documents, free and clear of any and all Liens.

3. Liabilities . Except as otherwise provided for herein, in no event shall Buyer assume or be responsible for or be required to pay, perform, or discharge any liability, obligation, debt, cost, expense or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, or otherwise, all of which shall be retained by Seller.

1.02    Consideration for Assets .

1. Consideration . As consideration for the Assets being acquired by Buyer hereunder, Buyer shall pay to Seller in cash the sum of $1,300,000.00 (the "Purchase Price") which amount is inclusive of all cure amounts. At closing, Buyer shall deliver to Seller the Purchase Price less the previously funded deposit amount of $130,000.00. Seller's counsel shall pay the Invibio cure payment of $75,000.00 directly from the proceeds of the Purchase Price at Closing.

ARTICLE II
CLOSING

2.01    Closing . The closing of the transactions contemplated hereby (the "Closing") shall be deemed to occur as of 12:01 p.m., New York time, on October 1 ^st , 2009 at the offices of Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP, or at such other time or on such place as may be mutually agreeable to Seller and Buyer. The date upon which the Closing occurs is hereinafter referred to as the "Closing Date."

2.02    Conditions to the Obligations of Buyer to Close . The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions:

1. Bankruptcy Court Approval . This Agreement and the transactions contemplated hereby are contingent upon the approval and authorization of the Bankruptcy Court to consummate this transaction and that Buyer is the successful bidder for the Assets.
2. Approval Order . Subject to the approval of the Bankruptcy Court, the Seller shall seek the entry of an Order of the Bankruptcy Court (the "Approval Order") which provides that the Assets will be sold and assigned to Buyer, free and clear of all Liens on the Closing Date pursuant to §§ 363 and 365 of the Bankruptcy Code.
3. Deliveries . At or prior to the Closing, Seller shall deliver to Buyer, as applicable, the items set forth on Schedule 2.02.

2.03    Conditions to the Obligations of Seller to Close . The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions:

2

1. Bankruptcy Court Approval . This Agreement and the transactions contemplated hereby are contingent upon the approval and authorization of the Bankruptcy Court to consummate this transaction and that Buyer is the successful bidder at the Bankruptcy Court scheduled auction for the Assets.
2. Deliveries . At or prior to the Closing, Buyer shall deliver to Seller the items set forth on Schedule 2.03.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer that:

3.01    Existence . Seller is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the power to own, manage, lease and hold its Properties and to carry on its business as and where such Properties are presently located and such business is presently conducted.

3.02    Authority, Approval and Enforceability . This Agreement has been duly executed and delivered by Seller; Seller has all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its obligations hereunder and under the Collateral Agreements. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby has been duly and validly authorized and approved by all action necessary on behalf of Seller. Each of this Agreement and each Collateral Agreement to which Seller is a party constitutes the legal, valid and binding obligation of such party, enforceable in accordance with its terms.

3.03    Sale Free and Clear of Liens . On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept delivery of, all right, title and interest in and to substantially all of the Assets (other than the Excluded Assets), free and clear of all Liens, including but not limited to any Liens arising from any capitalized leases, pursuant to Sections 363 and 365 of the Bankruptcy Code. It is specifically understood and agreed by the parties hereto that Buyer is acquiring, and Seller is selling, substantially all of the tangible and intangible assets attributable to or Used by Seller in its business, except the Excluded Assets. Notwithstanding paragraph 6.01 of this Agreement, this representation and warranty shall survive closing and confirmation of a Chapter 11 Plan. Nothing herein shall be deemed to sell or transfer to Buyer, the outstanding sums (if any) due by Buyer to Seller under the Accelerated Innovation, LLC agreement.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that:

3

4.01    Existence . Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the power to own, manage, lease and hold its properties and to carry on its business as and where such properties are presently located and such business is presently conducted.

4.02    Authority, Approval and Enforceability . This Agreement has been duly executed and delivered by Buyer, and Buyer has all requisite corporate power to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by Buyer, as applicable, in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its respective obligations hereunder and under the Collateral Agreements. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all action necessary on behalf of Buyer. This Agreement and each Collateral Agreement to which Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors' rights generally.

ARTICLE V
POST-CLOSING OBLIGATIONS

5.01    Further Assurances . Following the Closing, Seller or Buyer shall execute and deliver such documents, and take such other action, as shall be reasonably requested by Seller or Buyer to carry out the transactions contemplated by this Agreement. Seller shall, and shall cause its respective Affiliates, employees, consultants and agents to, take all reasonable actions necessary and reasonably requested by Buyer to facilitate the orderly transition of the Assets of Seller to Buyer.

ARTICLE VI
MISCELLANEOUS

6.01    Survival . The representations and warranties of the parties set forth in this Agreement shall survive and continue to be in full force and effect following the Closing until the confirmation of the Chapter 11 Plan by the Bankruptcy Court.

6.02    Brokers . Seller and Buyer each represent to one another that no
Broker has been used with respect to this transaction.

6.03    Notices . Any notice, request, instruction, correspondence or other document to be given hereunder by any party hereto to another shall be in writing and delivered personally, sent by facsimile or sent by overnight courier, charges prepaid, as follows:

4

Each of the above addresses for notice purposes may be changed by providing appropriate notice hereunder. Notice given (i) by personal delivery shall be effective upon actual receipt, (ii) by facsimile shall be effective upon the date sent (with confirmation) if sent before 5 p.m. on a Business Day, and if not, on the next business day, and (iii) by overnight courier, on the date delivered. Anything to the contrary contained herein notwithstanding, notices to any party hereto shall not be deemed effective with respect to such party until such notice would, but for this sentence, be effective both as to such party and as to all other Persons to whom copies are provided above to be given.

6.04    Governing Law . The provisions of this agreement and the documents delivered pursuant hereto shall be governed by and construed in accordance with the laws of the State of Delaware (excluding any conflict of law rule or principle that would result in the application of the laws of another jurisdiction). Each party hereto irrevocably submits to the jurisdiction of The

5

United States Bankruptcy Court for the District of Connecticut in any action or proceeding arising out of or relating to this Agreement or any of the Collateral Agreements, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended only in such court. Each party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court, and each party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of this Agreement or any of the Collateral Agreements. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

6.05    Entire Agreement; Amendments and Waivers . This Agreement, together with