CONFIDENTIAL PROVISIONS REDACTED ASSET PURCHASE AGREEMENT

Exhibit 10.6

CONFIDENTIAL PROVISIONS REDACTED

ASSET PURCHASE AGREEMENT

BY AND BETWEEN

PDL BIOPHARMA, INC.,

a Delaware corporation

and

GMN, INC .,

a Delaware corporation

Dated as of February 21, 2008

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TABLE OF CONTENTS

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* Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions.

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LIST OF EXHIBITS, ATTACHMENT AND SCHEDULES

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “ Agreement ”) is entered into as of February 21, 2008 (the “ Effective Date ”) between PDL BioPharma, Inc., a Delaware corporation (“ Seller ”), and GMN, Inc., a Delaware corporation (“ Buyer ”), a wholly owned subsidiary of Genmab A/S, a corporation existing under the laws of Denmark.

RECITALS

A.             Seller is engaged in, among other businesses, the Operations.

B.             Seller desires to sell, transfer and assign to Buyer, and Buyer wishes to acquire, all right, title and interest in and to the Assets, in exchange for consideration consisting of cash and the assumption of certain Liabilities related to the Assets, pursuant to the terms and conditions set forth in this Agreement.

C.             Concurrently with the execution and delivery of this Agreement, Buyer and Seller are executing and delivering that certain Clinical Drug Substance Supply Agreement in the form attached hereto as Exhibit F , to be effective as of the Closing Date.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties to this Agreement agree as follows:

ARTICLE 1

DEFINITIONS

1.1            “ 3750 Lease ” means that certain Lease Agreement between St. Paul Properties, Inc., as landlord, and Seller, as tenant, dated March 7, 1996, as amended February 28, 1999 and September 12, 2003 covering approximately 2,034 square feet of space at premises known as 3750 Annapolis Lane, Plymouth, MN 55447.

1.2            “ 3850 Lease ” means that certain Lease Agreement between St. Paul Properties, Inc., as landlord, and Seller, as tenant, dated May 31, 2001 covering approximately 27,259 square feet of space at premises known as 3850 Annapolis Lane, Plymouth, MN 55447.

1.3            “ Affiliate ” with respect to any party shall mean any entity that is directly or indirectly controlling, controlled by or under common control with such party.

1.4            “ Agreement ” shall have the meaning given in the preamble above.

1.5            “ Arbitration Notice ” shall have the meaning given in Section 13.2.

1.6            “ Assets ” shall have the meaning given in Section 2.1.

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1.7            “ Assignment and Assumption Agreement ” shall have the meaning given in Section 4.2(a)(iv).

1.8            “ Assumed Contracts ” shall have the meaning given in Section 2.1(e).

1.9            “ Assumed Liabilities ” shall have the meaning given in Section 2.3.

1.10          “ [**** ]*” shall have the meaning given in Section 11.2.

1.11          “ Buyer Indemnitees ” shall have the meaning given in Section 12.3.

1.12          “ Buyer Notice Deadline ” shall have the meaning given in Section 7.7(a).

1.13          “ Buyer Termination Deadline ” shall have the meaning given in Section 7.7(b).

1.14          “ Claim ” shall have the meaning given in Section 12.4.

1.15          “ Clinical Drug Substance Supply Agreement ” shall mean the agreement entered into by Buyer and Seller effective as of the Closing Date relating to manufacture and supply of certain products.

1.16          “ Closing ” and “ Closing Date ” shall have the respective meanings given in Section 4.1.

1.17          “ Confidential Information ” shall have the meaning ascribed to it in the Confidentiality Agreement.

1.18          “ Confidentiality Agreement ” shall mean that certain Mutual Confidentiality Agreement between Buyer and Seller dated November 13, 2007, as amended.

1.19          “ Consent ” means any approval, consent, ratification, waiver or other authorization.

1.20          “ Contemplated Transactions ” shall mean the transactions contemplated by this Agreement, including all transactions contemplated by the other agreements contemplated by this Agreement.

1.21          “ Contract ” means any agreement, contract, lease, covenant, promise or undertaking (whether written or oral and whether express or implied).

1.22          “ Cure Notice Deadline ” shall have the meaning given in Section 7.6.

1.23          “ Current Survey ” shall mean an ALTA Non-Topographical Survey prepared by a surveyor approved by Seller and licensed to perform surveying work in the State of Minnesota certified to Buyer and the Title Company and with such other certification as may be reasonably

* Certain information on this page has been omitted and filed separately with the SEC.  Confidential treatment has been requested with respect to the omitted portions.

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required by Title Company, meeting the minimum detail standard requirements adopted by ALTA in 2005.

1.24          “ Development Agreement ” shall have the meaning given in Section 2.1(e).

1.25          “ Effective Date ” shall have the meaning given in the preamble above.

1.26          “ Encumbrance ” means any charge, claim, community or other marital property interest, condition, equitable interest, lien, option, pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.

1.27          “ Environment ” means soil, land surface or subsurface strata, surface waters (including navigable waters and ocean waters), groundwater, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life and any other environmental medium or natural resource.

1.28          “ Environmental Cure Notice Deadline ” shall have the meaning given in Section 7.7(b).

1.29          “ Environmental Cure Response Notice ” shall have the meaning given in Section 7.7(b).

1.30          “ Environmental Governmental Authorizations ” shall mean the permits described in Attachment 1.30 .

1.31          “ Environmental Inspections ” shall have the meaning given in Section 7.5.

1.32          “ Environmental Laws ” means any Legal Requirement that requires or relates to:

(a)            advising appropriate authorities, employees or the public of intended or actual Releases of pollutants or hazardous substances or materials, violations of discharge limits or other prohibitions and the commencement of activities, such as resource extraction or construction, that could have significant impact on the Environment;

(b)            preventing or reducing to acceptable levels the Release of pollutants or hazardous substances or materials into the Environment;

(c)            reducing the quantities, preventing the Release or minimizing the hazardous characteristics of wastes that are generated;

(d)            assuring that products are designed, formulated, packaged and used so that they do not present unreasonable risks to human health or the Environment when used or disposed of;

(e)            protecting resources, species or ecological amenities;

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(f)             reducing to acceptable levels the risks inherent in the transportation of hazardous substances, pollutants, oil or other potentially harmful substances;

(g)            cleaning up pollutants that have been Released, preventing the Threat of Release or paying the costs of such clean up or prevention; or

(h)            making responsible parties pay private parties, or groups of them, for damages done to their health or the Environment or permitting self-appointed representatives of the public interest to recover for injuries done to public assets;

Environmental Laws include, but are not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, the Clean Water Act, the Clean Air Act, the Toxic Substances and Control Act, and the Federal Insecticide, Fungicide, and Rodenticide Act.

1.33          “ Environmental Remediation ” shall mean the cure or correction of an Environmental Remediation Obligation to the levels required by Environmental Laws applicable to the Real Property.

1.34          “ Environmental Remediation Obligation ” shall have the meaning given in Section 7.7(b).

1.35          “ Environmental Remediation Obligation Notice ” shall have the meaning given in Section 7.7(b).

1.36          “ Excluded Assets ” shall have the meaning given in Section 2.2.

1.37          “ Excluded Liabilities ” shall have the meaning given in Section 2.4.

1.38          “ Facilities ” shall mean the Real Property, the Leased Properties and the biologic manufacturing facilities thereon.

1.39          “ Governmental Authorization ” means any Consent, license, registration or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Entity or pursuant to any Legal Requirement.

1.40          “ Governmental Entity ” shall mean any court, tribunal, arbitrator, authority, agency, commission, department, bureau, board, including any board of fire underwriters, fire insurance rating organization, regulatory body, official or other instrumentality of the government of the United States or of any foreign or multinational body, any state or any political subdivision of any such government or body (whether state, provincial, county, city, municipal or otherwise) or any other governmental, public or quasi-public authority.

1.41          “ Hazardous Substances ” shall mean any material, waste, chemical, compound, substance, mixture, or byproduct that is identified, defined, designated, listed, restricted or otherwise regulated under Environmental laws as a “hazardous constituent,” “hazardous substance,” “hazardous material,” “extremely hazardous material,”  “restricted hazardous waste,” “hazardous waste,” “acutely hazardous waste,” “hazardous waste constituent,” “infectious

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waste,” “medical waste,” “biohazardous waste,” “extremely hazardous waste,” pollutant,”  “toxic pollutant,” “toxic waste”, “toxic substance” or “contaminant,” or any other names intended to identify substances by reason of properties that are deleterious to the Environment, natural resources or public health or safety including by reason of, without limitation, ignitability, corrosiveness, reactivity, carcinogenicity, toxicity, and reproductive toxicity. The term Hazardous Substance shall include, without limitation, the following:  (i) a “Hazardous Substance,” “Hazardous Material,” “Hazardous Waste,” or “Toxic Substance” under the Comprehensive Environmental Response, Compensation and Liability Act  of 1980, 42 U.S.C. Section 9601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101, et seq. or the Solid Waste Disposal Act, 42 U.S.C. Section 6901, et seq., including any regulations promulgated thereunder, as any of the foregoing may be amended; (ii)  “Oil” or a “Hazardous Substance” under Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. Section 1321, as may be amended; as well as petroleum and any other hydrocarbonic substance, fraction, distillate or by-product; (iii) mold; (iv) asbestos and any asbestos containing material, urea formaldehyde and polychlorinated biphenyls ; and/or (v) a substance that, due to its characteristics or interaction with one or more other materials, wastes, chemicals, compounds, substances, mixtures, or byproducts, damages or threatens to damage the Environment, natural resources or public health or safety, or is required by any law or public entity to be remediated, including remediation which such law or public entity requires in order for property to be put to any lawful purpose.

1.42          “ HSR ” shall mean the United States Hart-Scott-Rodino Antitrust Improvements Act of l976, as amended, and rules thereunder.

1.43          “ HSR Filings ” shall have the meaning given in Section 7.1.

1.44          “ Identified Employee ” shall have the meaning given in Section 7.8(a).

1.45          “ Indemnified Party ” shall have the meaning given in Section 12.4.

1.46          “ Indemnifying Party ” shall have the meaning given in Section 12.4.

1.47          “ Inspection Notice Deadline ” shall have the meaning given in Section 7.7(a).

1.48          “ Inspection Response Notice ” shall have the meaning given in Section 7.7(a).

1.49          “ Intellectual Property Assets ” shall have the meaning given in Section 5.12(a).

1.50          “ JAMS ” shall have the meaning given in Section 13.2.

1.51          “ JAMS Rules ” shall have the meaning given in Section 13.2

1.52          “ Knowledge ” shall mean, whenever any representation or warranty is made hereunder “to the Knowledge of” a party or to a party’s Knowledge, (i) with respect to Seller, the actual knowledge of (A) any officer of Seller or any employee of Seller listed on Attachment 1.52 or (B) with respect to Buyer, the officers of Buyer and (ii) the knowledge that any such person referenced in clause (i) hereof, as a prudent business person, would have obtained in the usual course of the performance of his or her professional responsibilities to such party .

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1.53          “ Lease Assignment Agreement ” shall have the meaning given in Section 4.2(a)(v).

1.54          “ Leased Properties ” shall mean the facilities subject to the Leases.

1.55          “ Leases ” means, collectively, the 3750 Lease and the 3850 Lease.

1.56          “ Legal Requirement ” means any requirement imposed by any constitution, law, ordinance, principle of common law, code, regulation, statute, treaty or order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Entity or arbitrator.

1.57          “ Liability ” or “ Liabilities ” shall mean liabilities or obligations of any kind or nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, disputed or undisputed, liquidated or unliquidated, including but not limited to any liabilities for claims of product liability, personal injury or death, liability in tort or contract (including unripened liabilities due to past actions, failures to act or sales), indebtedness, and any U.S. Food and Drug Administration or other Governmental Entity action or notification, and all costs and expenses (including reasonable attorneys’ fees), incurred in connection with the defense of any such claims.

1.58          “ Limited Warranty Deed ” shall have the meaning given in Section 4.2(a)(ii).

1.59          “ Material Adverse Effect ” with respect to any Person shall mean any event or situation that has a material adverse change or effect, respectively, on: [****]*.

1.60          “ Minimum Assessment Agreement ” shall have the meaning given in Section 2.1(e).

1.61          “ Note ” shall mean the Tax Increment Revenue Note Series 2007 made by The Brooklyn Park Economic Development Authority, dated August 1, 2007.

1.62          “ Note Assignment ” shall have the meaning given in Section 4.2(a)(v).

1.63          “ Operations ” shall mean the biologic manufacturing operations conducted by Seller at the Facilities.

1.64          “ Operations Employee ” shall have the meaning given in Section 5.19.

1.65          “ Order ” shall mean any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Entity or arbitrator.

1.66          “ Ordinary Course of Business ” shall mean an action taken by a Person will be deemed to have been taken in the Ordinary Course of Business only if that action:

* Certain information on this page has been omitted and filed separately with the SEC.  Confidential treatment has been requested with respect to the omitted portions.

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(a)            is recurring and consistent in nature, scope and magnitude with the past practices of such Person and occurs in the normal day to day operations of such Person; and

(b)            does not require authorization by the board of directors or shareholders of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature.

1.67          “ Permitted Encumbrances ” shall mean the Encumbrances set forth on Schedule 5.8(d)(ii)  and as defined in Section 7.6 herein .

1.68          “ Person ” shall mean an individual, limited or general partnership, corporation (including any non-profit corporation), business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture, estate, organization, labor union or other entity or a Governmental Entity.

1.69          “ Proceeding ” shall mean any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Entity, private judge, tribunal or arbitrator(s).

1.70          “ Product-Related Inventory ” shall mean the resin, media, master cell banks, working cell bank, stability pools and retains and clinical supplies, including work in progress and finished goods used in the production of the “Products” (as such term is defined in the Clinical Drug Substance Supply Agreement).

1.71          “ Property Condition ” shall have the meaning given in Section 6.9.

1.72          “ Purchase Price ” shall have the meaning given in Section 3.1.

1.73          “ Real Property ” shall mean the parcel of land located in the City of Brooklyn Park, Minnesota and described in Schedule 5.8(d) , together with all buildings, structures, improvements and fixtures situated thereon, all right, title and interest of Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining said parcel of land to the center line thereof and to any unpaid award for any taking by condemnation or any damage to said parcel of land by reason of a change of grade of any street or highway , and all privileges, rights, easements, rights of way, appurtenances thereon and thereto, including mineral, air and development rights appurtenant thereon and thereto.

1.74          “ Real Property Inspection ” shall have the meaning given in Section 7.5.

1.75          “ Release ” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration on or into the Environment or into or out of any property.

1.76          “ Response Notice ” shall have the meaning given in Section 7.6.

1.77          “ Retained Lease ” shall have the meaning given in Section 7.3.

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1.78          “ SEC ” shall mean the United States Securities and Exchange Commission.

1.79          “ Seller Contract ” shall mean any Contract (a) under which Seller has or may acquire any rights or benefits; (b) under which Seller has or may become subject to any obligation or liability; or (c) by which Seller or any of the Assets is or may become bound.

1.80          “ Seller Indemnitees ” shall have the meaning given in Section 12.2.

1.81          “ Seller’s Records ” shall mean those certain agreements, plans, documentation and information concerning the Facilities, including all environmental reports, compliance audits, notices of violations and responses thereto, as well as all agency correspondence pertaining to compliance with Environmental Laws or an Environmental Remediation Obligation on the Real Property, in Seller’s possession or control but excluding Environmental Governmental Authorizations.

1.82          “ Settlement Statement ” shall have the meaning given in Section 4.3(h).

1.83          “ Software ” means the software or firmware, if any, embedded in any Tangible Personal Property and documentation related thereto or associated therewith, except for any software licensed to Seller installed on any computer (including servers and other information technology hardware) or electronic communication devices (e.g., Blackberries) included in the Tangible Personal Property.

1.84          “ Supplies ” shall mean, collectively, (i) all inventory of Seller of raw materials, repair stock, parts, pallets and supplies wherever located or in transit for use or consumption in the Operations but excluding Product-Related Inventory; (ii) all assignable warranties and licenses issued to Seller in connection with the Supplies; and (iii) any assignable claims, credits and rights of recovery with respect to the Supplies.

1.85          “ Tangible Personal Property ” means all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property (other than Product-Related Inventory) of every kind owned or leased by Seller (whether or not carried on Seller’s books) used in the Operations and located at the Facilities and all maintenance records and other documents relating thereto.

1.86          “ Third Party Acquisition ” shall have the meaning given in Section 7.4.

1.87          “ Third Party Consents ” shall have the meaning given in Section 5.4(b).

1.88          “ Threat of Release ” means a reasonable likelihood of a Release that may require action in order to prevent or mitigate damage to the Environment that may result from such Release.

1.89          “ Threshold Amount ” shall have the meaning given in Section 12.6(a).

1.90          “ Title Commitment ” shall have the meaning given in Section 7.6.

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1.91          “ Title Company ” shall mean First American Title Insurance Company or such other reputable title insurance company authorized to transact business in the State of Minnesota as may be selected by Buyer.

1.92          “ Title Exceptions ” shall have the meaning given in Section 7.6.

1.93          “ Title Objections ” shall have the meaning given in Section 7.6.

1.94          “ Trade Secrets ” shall have the meaning given in Section 2.1(i).

1.95          “ Transition Services Agreement ” shall mean the agreement entered into by Buyer and Seller as of the Closing Date, whereby (i) Buyer shall, for fees specified therein, provide certain services to Seller, including, continued development of ongoing life cycle management projects and continued assistance and support of a Seller-sponsored clinical trial, and information technology and administrative services, to the extent and for the periods of time and at the costs as specified therein, and (ii) Seller shall, for fees specified therein, provide certain services to Buyer, including information technology and administrative services, to the extent and for the periods of time and at the costs as specified therein.

1.96          “ Unsatisfactory Condition ” shall have the meaning given in Section 7.7(a).

1.97          “ Unsatisfactory Inspection Notice ” shall have the meaning given in Section 7.7(a).

1.98          “ WARN ” shall have the meaning given in Section 7.8(c).

ARTICLE 2

TRANSFER OF ASSETS; LICENSE AND SUBLICENSE

2.1            Purchase and Sale of Assets .  Subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey, or deliver, as specified below, to Buyer, and Buyer shall acquire all of Seller’s right, title and interest in and to the property and assets of Seller identified in this Section 2.1 (collectively, the “ Assets ”):

(a)            Real Property .  Seller’s fee ownership interest in the Real Property.

(b)            Leased Real Property .  Seller’s leasehold or other non-fee ownership interest in the Leased Properties, including any security deposit(s) being held for benefit of Seller by any lessor.

(c)            Governmental Authorizations . Seller’s interest in all transferable Governmental Authorizations owned by Seller or used in or necessary for the operation of the Assets.

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(d)            Equipment . The Tangible Personal Property, including, without limitation, the items of equipment each having a book value in excess of [****]* listed in Attachment 2.1(d) .

(e)            Assumed Contracts .  All rights and benefits of Seller in existence as of the Closing Date arising after the Closing Date under the contracts listed in Attachment 2.1(e)  (the “ Assumed Contracts ”), including but not limited to that certain Contract for Private Development by and between the Brooklyn Park Economic Development Authority and Seller, dated October 31, 2002 (the “ Development Agreement ”) and that certain Assessment Agreement and Assessor’s Certificate by and between Brooklyn Park Development Authority and Seller, dated February 8, 2005 (the “ Minimum Assessment Agreement ”), all transferable statutory, express or implied construction warranties applicable to the improvements on the Real Property and all transferable express or implied warranties from manufacturers, sellers or lessors of any item or component part of any Tangible Personal Property.

(f)             Supplies .  The Supplies.

(g)            Note .  All of Seller’s interest as “Owner” under the Note, in accordance with Section 7 of the Note pertaining to Registration and transfer.

(h)            Books and Records .   Any documentation related to operation of the Facilities (excluding documentation relating solely to the manufacture of any specific product), including standard operating procedures, equipment manuals, historical supply cost data, maintenance records, vendor supply lists and current inventories of supplies.

(i)             Trade Secrets .  Know-how, trade secrets, confidential or proprietary information, Software, technical information, data, process technology, plans, designs, drawings and blue prints that are related to the Operations (excluding any of same relating to the manufacture of any specific product) (collectively, “ Trade Secrets ”).

2.2            Excluded Assets .  Buyer hereby acknowledges that Seller is not selling, transferring, assigning, conveying or delivering under this Agreement any assets, rights or interests of Seller (collectively, the “ Excluded Assets ”) not listed or described in Section 2.1, including any assets or rights used in the research, development, manufacture, control, packaging or release, marketing or sale of Seller’s products, and the Product-Related Inventory.

2.3            Assumed Liabilities .  Buyer shall assume and agree to honor, pay and discharge when due the following Liabilities of Seller (the “ Assumed Liabilities ”):

(a)            all Liabilities of Seller under the Assumed Contracts, but only to the extent such Liabilities arise from any event, circumstance or condition occurring after the Closing Date; and

(b)            all Liabilities of Seller for the Leased Properties (including all costs of preparing the Leased Real Properties for return to the landlord upon the expiration or termination

* Certain information on this page has been omitted and filed separately with the SEC.  Confidential treatment has been requested with respect to the omitted portions.

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of the lease, which shall be deemed to arise after the Closing Date), but only to the extent such Liabilities arise from any event, circumstances or condition occurring after the Closing Date; and

(c)            all Liabilities of Seller under contracts with third parties providing utility services to the Facilities.

2.4            Excluded Liabilities .  Seller hereby acknowledges that Buyer is not assuming hereunder any Liabilities (collectively, the “ Excluded Liabilities ”) not specifically set forth in Section 2.3, including, without limitation, those Liabilities expressly set forth below:

(a)            any Liability or obligation of Seller of any nature owed to, or on behalf or for the benefit of, any employees, directors, former employees, agents or independent contractors, whether or not employed by Buyer after the Closing, that arises out of or relates to (A) the employment or service provider relationship between Seller and any such Person(s) (including, but not limited to, claims for compensation, discrimination, harassment, or retaliation, or rights or other interest in any health, welfare, retirement or other benefit plan); or (B)  events or conditions occurring on or before the Closing Date (including the transactions contemplated by this Agreement);

(b)            Liabilities arising out of any injury to individuals or property as a result of the ownership, possession or use of the Assets or the Operations, including without limitation the manufacture, administration or other use of any “Product” (as such term is defined in the Clinical Drug Substance Supply Agreement), prior to the Closing Date or the administration or other use after the Closing Date of any Product manufactured prior to the Closing Date, except to the extent attributable to the gross negligence or willful misconduct of Buyer;

(c)            all accounts payable of Seller arising prior to the Closing Date; and

(d)            Liabilities of Seller relating to or arising under this Agreement.

2.5            Risk of Loss .  All risk of loss with respect to the Assets (whether or not covered by insurance) shall be on Seller up to the time of Closing, whereupon such risk of loss shall pass to Buyer.

ARTICLE 3

CONSIDERATION

3.1            Purchase Price .  On the Closing Date, in consideration of Seller’s sale of the Assets to Buyer, Buyer will assume the Assumed Liabilities and pay to Seller an aggregate purchase price in the amount equal to Two Hundred Forty Million United States Dollars ($240,000,000) (the “ Purchase Price ”).

3.2            Method of Payment .  The payment to be made by Buyer pursuant to Section 3.1, as adjusted by the closing prorations and other cost allocations for both Buyer and Seller set forth in this Agreement, as shown on the Settlement Statement, shall be made by wire transfer in immediately available funds to the proper account of the Title Company (as identified by the Title Company) on the Closing Date.  Buyer and Seller shall coordinate with each other and the Title Company to agree to wiring deadlines such that Buyer will initiate the wire to the Title

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Company at an early enough time for the Title Company to wire the funds into an account identified by the Seller in time for Seller to earn overnight interest on such funds as of the Closing Date (i.e., so that the funds do not remain un-invested overnight immediately following Closing).  Provided Buyer has met any previously agreed to wiring deadline (as evidenced by a Fed Wire Reference Number with the appropriate time stamp), Buyer shall have no liability for any delays in the transmittal of the wire from the Title Company to the Seller or the receipt or investment of the funds by the Seller’s designated depository account representative (except to the extent such delay is caused by Buyer’s action).

3.3            Allocation of Purchase Price .  Prior to Closing, Buyer and Seller will make reasonable efforts to agree on an allocation of the Purchase Price among the Assets in a manner that is consistent with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended (or any successor provision of any future tax law, or any comparable provision of state, local or foreign tax law).  Buyer and Seller will (i) act in accordance with the allocation in the preparation of financial statements and the preparation and filing of all tax returns (including the preparation and filing of IRS Form 8594) and (ii) take no position inconsistent with the allocation for all tax purposes.  In the event that such allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto and shall forward to such other party copies of all correspondence with such taxing authority in respect of such disputed allocation.

ARTICLE 4

CLOSING

4.1            Closing .  The Closing of the sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be held at the offices of Seller at the Real Property (the “ Closing ”) as promptly as practicable, but no later than the date five (5) business days after all conditions (other than the respective delivery obligations of the parties) hereto have been satisfied or waived, or at such other place, time or date as may be agreed to by the parties to this Agreement (the “ Closing Date ”).

4.2            Actions at Closing .  At the Closing, transfer of the Assets to Buyer will be effected by Seller pursuant to such good and sufficient instruments of conveyance, transfer and assignment as shall be necessary to transfer to Buyer good and valid title to the Assets.

(a)            Deliveries by Seller at Closing . The purchase of the Assets by Buyer in accordance with the terms of this Agreement are subject to Seller’s delivery to Buyer at the Closing of the following instruments, documents, agreements and certificates:

(i)             the General Assignment and Bill of Sale substantially in the form attached hereto as Exhibit A , duly executed by Seller;

(ii)            the limited warranty deed for the Real Property substantially in the form attached hereto as Exhibit B (the “ Limited Warranty Deed ”), duly executed by Seller;

(iii)           the Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit C (the “ Assignment and Assumption Agreement ”), duly executed by Seller;

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(iv)           a Lease Assignment and Assumption Agreement for each of the Leased Properties substantially in the form attached hereto as Exhibit D (the “ Lease Assignment and Assumption Agreement ”), duly executed by Seller;

(v)            the Note Assignment Agreement substantially in the form attached hereto as Exhibit E (the “ Note Assignment ”), duly executed by Seller;

(vi)           the Transition Services Agreement substantially in the form attached hereto as Exhibit G , duly executed by Seller;

(vii)          all of the Third Party Consents in substantially the form attached hereto as Exhibit H signed by the parties set forth in Attachment 4.2(a) , including the consent of the landlord under the Leases to the assignment thereof to Buyer;

(viii)         a FIRPTA Certificate containing such information as is required by I.R.C. § 1445(b)(2) and its regulations;

(ix)            an Affidavit of Title or such affidavits as the Title Company shall reasonably require indicating that on the Closing Date there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving Seller or the Real Property; that there has been no skill, labor or material furnished to the Real Property for which payment has not been made or for which mechanics’ liens could be filed; and that there are no other unrecorded interests in the Real Property;

(x)             a Well Certificate if required by Minnesota Statutes, Chapter 1031;

(xi)            a Sewer System Certificate if required by Minnesota Statutes, §115.55;

(xii)           a Certificate of Occupancy for the Real Property;

(xiii)          an Amendment to the Confidentiality Agreement, duly executed by Seller;

(xiv)         a certificate executed by a duly authorized officer of Seller certifying that (i) each of the representations and warranties of Seller set forth in Article 5 was true and correct in all material respects as of the Effective Date and as of the Closing Date, and (ii) all of the terms, covenants and conditions of this Agreement to be complied with and performed by Seller, at or prior to the Closing have been duly complied with and performed in all material respects; and

(xv)          a certificate of the Secretary of Seller, in form and substance reasonably satisfactory to Buyer, as to the authenticity and effectiveness of the actions of the board of directors of Seller authorizing this Agreement and the transactions contemplated in this Agreement; and identifying the name and title and bearing the signatures of the Persons authorized by Seller to execute and deliver this Agreement and the other Agreements and instruments contemplated hereby;

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(xvi)         a certificate of good standing of Seller, also attesting to payment of all applicable taxes by Seller, issued by the Secretaries of State of the States of Delaware and Minnesota, dated within [****]* of the Closing;

(xvii)        possession of the Facilities in the condition required by this Agreement, and the keys and/or electronic access cards and security codes therefor; and

(xviii)       any other documents required by this Agreement to be delivered by Seller or as may be deemed necessary by Buyer’s counsel or the Title Company to effect the transactions contemplated by this Agreement.

(b)            Deliveries by Buyer at Closing .  The sale of the Assets by Seller in accordance with the terms of this Agreement are subject to Buyer’s delivery to Seller (unless noted otherwise) at the Closing of the following instruments, agreements and certificates:

(i)             the Purchase Price, as adjusted for prorations as provided herein.

(ii)            the Lease Assignment and Assumption Agreement, duly executed by Buyer;

(iii)           the Assignment and Assumption Agreement, duly executed by Buyer;

(iv)           the Transition Services Agreement, duly executed by Buyer;

(v)            an Amendment to the Confidentiality Agreement, duly executed by Buyer;

(vi)           a Certificate of Real Estate Value as required by MSA §272.115 executed by Buyer;

(vii)          a certificate executed by a duly authorized officer of Buyer certifying that (i) each of the representations and warranties of Buyer set forth in Article 6 was true and correct in all material respects as of the Effective Date and as of the Closing Date, and (ii) all of the terms, covenants and conditions of this Agreement to be complied with and performed by Buyer, at or prior to the Closing have been duly complied with and performed in all material respects;

(viii)         a certificate of the Secretary of Buyer, in form and substance reasonably satisfactory to Seller, as to the authenticity and effectiveness of the actions of the board of directors (and shareholders, if applicable) of Buyer authorizing this Agreement and the transactions contemplated in this Agreement; and identifying the name and title and bearing the signatures of the Persons authorized by Buyer to execute and deliver this Agreement and the other Agreements and instruments contemplated hereby;

* Certain information on this page has been omitted and filed separately with the SEC.  Confidential treatment has been requested with respect to the omitted portions.

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(ix)            any funds required by the Settlement Statement which are not appropriately an adjustment to the Purchase Price; and

(x)             any other document required by this Agreement to be delivered by Buyer or as may be deemed necessary by Seller’s counsel or the Title Company to effect the transactions contemplated by this Agreement.

4.3            Prorations .  The following are to be apportioned as of the Closing Date:

(a)            Utility Charges .  Buyer shall set up new utility accounts (telephone, steam, electricity, gas) and arrange for existing utilities to be switched over to such accounts as of the Closing Date.  Seller shall pay all charges for utilities used through the date prior to the Closing Date. Upon confirmation from each utility that such deposits are assignable to Buyer, Buyer will pay to Seller at Closing the amount of any utility deposit(s) made by Seller, and Seller will assign to Buyer all of its right, title and interest in and to the applicable deposit(s) relating thereto.  Buyer will be responsible for the cost of all utilities used on or after the Closing Date.

(b)            Lease Payments and Security Deposits .  Amounts for all rents due or paid under the Leases shall be apportioned as of the Closing Date.  Upon the confirmation from each Lessor under the Leases that it is holding a security deposit, Buyer will pay to Seller at Closing the amount of any such security deposit(s) made by Seller, and Seller will assign to Buyer all of its right, title and interest in an to any such security deposit(s).

(c)            Other Apportionments .  Amounts payable under the Assumed Contracts, payments actually made to Seller under the Note, annual or periodic permit and/or inspection fees with respect to Governmental Authorizations that are assignable and, in fact, assigned to Buyer at the Closing, fuel oil, if any, at the most recent cost thereof on the basis of a reading performed by the supplier thereof on the day preceding the Closing and amounts for  Property operation and maintenance expenses and other recurring costs to be assumed by Buyer and prepaid by Seller will be apportioned as of the Closing Date.

(d)            Title Insurance .  Buyer shall pay the premium for title insurance and the Title Company charges for the examination of title to the Real Property and direct administrative closing costs.

(e)            Survey .  [****]* shall pay the cost up to a [****]* of obtaining the Current Survey, which shall be certified to [****]* and the Title Company.

(f)             Recording; Other.   [****]* shall pay the costs of recording the Limited Warranty Deed and all applicable real estate transfer taxes imposed by any Governmental Entity, including without limitation, the state deed tax.  Payment of all other costs incurred in connection with the transfer of the Real Property contemplated by this Agreement shall be [****]* in accordance with the custom of commercial real estate transactions consummated in Hennepin County, as reasonably determined by the Title Company.

* Certain information on this page has been omitted and filed separately with the SEC.  Confidential treatment has been requested with respect to the omitted portions.

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(g)            Real Estate Taxes and Special Assessments .  General real estate taxes and personal property taxes which were or should have been due and payable in all calendar years ending prior to the Closing Date will be paid by Seller and shall remain the responsibility of Seller.  General real estate taxes and personal property taxes due and payable in the calendar year in which the Closing Date occurs will be prorated by Seller and Buyer on a calendar year basis as of the Closing Date, with the Seller being responsible for the period up to and including the Closing Date.  General real estate taxes and personal property taxes due and payable in all calendar years commencing after the Closing Date will be paid by Buyer.  All special assessments levied or constituting a lien against the Real Property as of the Closing Date will be paid [****]*.  Buyer shall assume the obligation to pay any special assessments levied subsequent to the Closing Date.

(h)            Settlement Statement .  Title Company shall prepare a preliminary Closing settlement statement and shall deliver such statement to Buyer and Seller for approval no less than [****]* prior to the Closing Date (as approved, the “ Settlement Statement ”). Upon Closing, the Title Company shall disburse funds in accordance with the approved Settlement Statement.

(i)             Post-Closing Reconciliation .   Seller and Buyer hereby agree that if the Closing shall occur before a new real estate tax rate is fixed or for any other reason any of the foregoing prorations cannot be calculated accurately as of the Closing Date, then the same shall be estimated (based on current information then known, such as the most recent tax rate applied to the latest assessed valuation) for the purposes of Closing and within [****]* after the Closing Date, or as soon as sufficient information is available to permit the parties to effectively calculate such prorations, either party owing the other party a sum of money based on such subsequent calculations shall pay such sum to the other party within [****]* after such calculations.

(j)             Survival .  The provisions of this Section 4.3 shall survive [****]*.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF SELLER

Subject to the exceptions and disclosures listed in the Schedules attached to this Agreement (which modify, vary and qualify certain of the representations and warranties contained in this Article 5), S eller represents and warrants to Buyer as of the Effective Date as follows:

5.1            Organization and Authority .  Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full corporate power and authority to execute and consummate this Agreement, and such other instruments, agreements and transactions as may be contemplated hereunder and thereunder.  Seller has all requisite corporate power and authority and all authorizations, licenses, permits and certifications necessary to carry on the Operations as now being conducted and to own, lease and operate the Assets.  Seller is qualified as a foreign corporation to do business in every jurisdiction in which the nature of its business or its ownership of property requires it to be qualified and in which the failure to be so qualified would have a Material Adverse Effect.  All corporate acts and other proceedings required to be taken by or on the part of Seller to authorize Seller to execute, deliver

* Certain information on this page has been omitted and filed separately with the SEC.  Confidential treatment has been requested with respect to the omitted portions.

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and perform this Agreement and such other instruments, agreements and transactions as may be contemplated hereunder or to consummate the Contemplated Transactions, have been duly and properly taken.  Seller is not required to obtain stockholder consent (i) to authorize Seller to execute, deliver and perform this Agreement and such other instruments, agreements and transactions as may be contemplated hereunder or (ii) to consummate the Contemplated Transactions. This Agreement has been duly executed and delivered by Seller and constitutes legal, valid and binding obligations of Seller enforceable in accordance with its terms, except as such enforceability may be subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors’ rights generally and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity.

5.2            No Violation or Conflict .  The execution and delivery by Seller of this Agreement and such other instruments, agreements and transactions as may be contemplated hereunder, and the consummation by Seller of the Contemplated Transactions will not (i) violate any judgment, order, writ, injunction or decree of any Governmental Entity or, to Seller’s Knowledge, law, statute, rule or regulation or applicable to Seller, or (ii) conflict with, result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under the Certificate of Incorporation or bylaws of Seller or any agreement to which Seller is a party, except for such violations, conflicts, breaches or defaults which individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect on Seller.

5.3            Consents and Approvals .  Except as set forth in Schedule 5.3 , no notice to, declaration, filing or registration with, or authorization, consent or approval of, or permit from, any Governmental Entity, or any other Person, is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions, except with respect to the HSR Filing and any declarations, filings, registrations, authorizations, consents, approvals or permits which if not obtained or made have not had and would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect on Seller or materially interfere with Buyer’s performance of its obligations under the Clinical Drug Substance Supply Agreement or the Transition Services Agreement.

5.4            Assumed Contracts .

(a)            Seller has made available to Buyer true, complete and correct copies of all contracts material to the Operations and the Assets (excluding contracts related solely to the manufacture of specific products of Seller), including, without limitation, the Assumed Contracts.  Except as set forth in Schedule 5.4(a) , all the Assumed Contracts are in full force and effect and are valid, binding and enforceable in accordance with their terms by and against Seller, except as such enforceability may be subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors’ rights generally; and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity.

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(b)            Schedule 5.4(b)  sets forth a list of the Leases and all Assumed Contracts which require the consent or waiver of any party to the assignment of such Assumed Contract as a result of the Contemplated Transactions (the “ Third Party Consents ”) and, except as set forth in Schedule 5.4(b) , all the Assumed Contracts are fully assignable by Seller and will be assigned to Buyer at the Closing.

(c)            Except as set forth in Schedule 5.4(c) :

(i)             Seller is, and at all times since January 1, 2004, has been, in compliance with all applicable terms and requirements of each Lease, the Development Agreement and the Minimum Assessment Agreement;

(ii)            each other Person that has or had any obligation or Liability under any Lease, the Development Agreement or the Minimum Assessment Agreement, is, and at all times since January 1, 2004, has been, in full compliance with all applicable terms and requirements of such Lease, the Development Agreement and the Minimum Assessment Agreement;

(iii)           no event has occurred or circumstance exists that (with or without notice or lapse of t