STOCK AND ASSET PURCHASE AGREEMENT

Exhibit 10.1

Form Version

STOCK AND ASSET PURCHASE AGREEMENT

between

BRISTOL-MYERS SQUIBB COMPANY

and

CIDRON HEALTHCARE LIMITED

Dated as of May 2, 2008

TABLE OF CONTENTS

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STOCK AND ASSET PURCHASE AGREEMENT dated as of May 2, 2008 (this “ Agreement ”), between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“ Seller ”), and CIDRON HEALTHCARE LIMITED, a Jersey limited company (“ Purchaser ”).

Seller desires to sell, and Purchaser desires to purchase, the ConvaTec business of Seller, the Selling Affiliates (such term and each other defined term used but not otherwise defined in this Agreement having the meaning given it in Section 12.07(b)) and the Transferred Entities, as conducted on the date hereof consisting of (i) the manufacture, distribution, marketing and sale of the Products (and any other products resulting from the research, development, products design and related activities described in clause (ii) below) and (ii) the research, development, products design and related activities of Seller, the Selling Affiliates and the Transferred Entities to the extent related solely to the Products and such other wound and professional skin care products for wound care (excluding any pharmaceutical, over-the-counter or other dermatological or skin care products manufactured, distributed, marketed or sold in connection with any business of Seller and its controlled Affiliates other than the ConvaTec business) and related supplies and accessories, ostomy systems and devices and related supplies and accessories and acute fecal incontinence systems and devices and related supplies and accessories (including, in each case, any adjacent technologies) as are in development as of the date hereof or on the Closing Date (the “ Business ”).

Seller or a Selling Affiliate is the direct owner of the equity interests set forth opposite its name in each of the entities set forth above Seller or such Selling Affiliate’s name in Section B of the Seller Disclosure Schedule (such entities are collectively referred to as the “ Purchased Companies ” and such equity interests are collectively referred to as the “ Purchased Companies’ Equity Interests ”).

Each applicable Purchased Company is directly the owner of the equity interests set forth opposite its name in each of the entities listed above such Purchased Company’s name in Section B of the Seller Disclosure Schedule (such entities are collectively referred to as the “ Purchased Company Subsidiaries ” and such equity interests are collectively referred to as the “ Purchased Company Subsidiaries’ Equity Interests ”).

Seller, the Selling Affiliates, the Purchased Companies and the Purchased Company Subsidiaries conduct the Business (the Purchased Companies and the Purchased Company Subsidiaries are collectively referred to as the “ Transferred Entities ”).

At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller and each of the Selling Affiliates desire to sell and transfer to Purchaser, and Purchaser desires to purchase and accept from Seller and the Selling Affiliates, the Purchased Companies’ Equity Interests, the Acquired Assets and the Acquired Liabilities (the “ Acquisition ”).

Immediately after the Closing, Purchaser will (a) directly or indirectly own the Purchased Companies’ Equity Interests and the Acquired Assets, (b) be responsible for the Assumed Liabilities and (c) indirectly own the Purchased Company Subsidiaries’ Equity Interests (the Purchased Companies’ Equity Interests and the Purchased Company Subsidiaries’ Equity Interests are collectively referred to as the “ Transferred Equity Interests ”).

Accordingly, the parties hereby agree as follows:

ARTICLE I

Purchase and Sale of the Purchased Companies’ Equity Interests and the Acquired Assets

SECTION 1.01. Purchase and Sale. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and shall cause the Selling Affiliates to, sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller and the Selling Affiliates all the right, title and interest of Seller and the Selling Affiliates in, to and under the Purchased Companies’ Equity Interests and the Acquired Assets for (i) the Purchase Price, payable and subject to adjustment as set forth in Article II, and (ii) Purchaser’s assumption of the Acquired Liabilities and its agreement to cause all Assumed Liabilities (including Assumed Liabilities that are not Acquired Liabilities) to be paid, performed and discharged when due, in each case in a manner consistent with Section 1.03 and without further recourse to Seller or its Affiliates (other than the Transferred Entities).

(b) The sale, transfer, assignment and delivery of the International Acquired Assets and the assumption of the International Assumed Liabilities of each International Selling Affiliate will be effected pursuant to a short-form asset purchase agreement (each, an “ International Asset Purchase Agreement ”). Each International Asset Purchase Agreement shall be in substantially the same form as the form of International Asset Purchase Agreement attached as Exhibit A, except (as Purchaser and Seller shall reasonably agree) for (i) the deletion of provisions which are inapplicable to such Selling Affiliate, or the International Acquired Assets and the International Assumed Liabilities covered by such International Asset Purchase Agreement, (ii) such changes as may be necessary to satisfy the requirements of applicable local Law, (iii) such changes as may be reasonably agreed upon by Seller and Purchaser regarding employees and employee benefits matters in order to adapt such International Asset Purchase Agreement to the particular circumstances of the relevant Selling Affiliate and country; provided that such changes shall be consistent with the principles underlying the corresponding provisions of this Agreement and (iv) such other changes as may be reasonably agreed by Seller and Purchaser.

(c) The purchase and sale of the International Transferred Shares of each International Purchased Company will be effected, if required under applicable Law, pursuant to a short-form stock purchase agreement (each, an “ International Stock Purchase Agreement ”) in substantially the same form as the form of International Stock Purchase Agreement attached as Exhibit B, except (as Purchaser and Seller shall reasonably agree) for (i) the deletion of provisions which are inapplicable to the relevant Selling Affiliate or Transferred Equity Interests, (ii) such changes as may be necessary to satisfy the requirements of applicable local Law, (iii) such changes as may be reasonably agreed upon by Seller and Purchaser regarding employees and employee benefits matters in order to adapt such agreement to the particular circumstances of the relevant Selling Affiliate, Transferred Entity and country or countries in which they operate; provided that such changes shall be consistent with the principles underlying the corresponding provisions of this Agreement and (iv) such other changes as may be reasonably agreed by Seller and Purchaser.

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(d) Upon the terms and subject to the conditions set forth in this Agreement, between the date hereof and immediately prior to the Closing, at Seller’s sole cost and expense, Seller shall, and shall cause its Affiliates (including the Transferred Entities) to, make such contributions, transfers, assignments and acceptances, such that, upon the consummation of such contributions, transfers, assignments and acceptances, Seller or its designees shall own the Excluded Assets and shall be solely responsible for the Excluded Liabilities, without further recourse to or any Liability of Purchaser or its Affiliates (including any Transferred Entity); provided that Seller shall provide Purchaser with notice and a description with reasonable particularity of any material contributions, transfers, assignments and acceptances. In furtherance of the foregoing, (i) Seller shall retain, and neither Purchaser nor any of its Affiliates (including any Transferred Entity) shall acquire, and no Transferred Entity shall retain, any interest in the Excluded Assets and (ii) Seller shall retain, and neither Purchaser nor any of its Affiliates (including any Transferred Entity) shall assume, and no Transferred Entity shall retain, any Excluded Liability.

SECTION 1.02. Acquired Assets. (a) The term “ Acquired Assets ” means all of Seller’s and the Selling Affiliates’ right, title and interest in, to and under those certain assets set forth below:

(i) (A) the fee-owned real property, leaseholds, subleaseholds and other interests in real property of Seller and the Selling Affiliates that are used solely in, or that relate solely to, the operation or conduct of the Business, including the real property, leaseholds, sublease holds and other interests listed in Section 1.02(a)(i)(A) of the Seller Disclosure Schedule, in each case together with the right, title and interest in all buildings, improvements and fixtures thereon and all other appurtenances thereto (the “ Transferred Real Property ”) and (B) all Contracts (including any options to purchase or renew any Transferred Real Property) relating solely to the Transferred Real Property to which Seller or any such Selling Affiliate is a party or by which the Transferred Real Property is bound, including those set forth in Section 1.02(a)(i)(B) of the Seller Disclosure Schedule (the “ Transferred Real Property Contracts ”);

(ii) all tangible personal property and interests therein, including machinery, equipment, furnishings and vehicles (“ Personal Property ”), of Seller and the Selling Affiliates listed in Section 1.02(a)(ii) of the Seller Disclosure Schedule and all other Personal Property that on the Closing Date is located on the Transferred Real Property (including all laptops, desktops and associated computer hardware, including any external storage devices and storage media, held by Seller or the Selling Affiliates that on the Closing Date are used solely in the operation or conduct of the Business), and all other Personal Property of Seller and the Selling Affiliates that on the Closing Date is used or held for use solely in the operation or conduct of the Business, in each case excluding the Excluded Personal Property (the “ Transferred Personal Property ”);

(iii) the following Intellectual Property (the “ Transferred Intellectual Property ”):

(A) the Patents of Seller and the Selling Affiliates used solely in the operation or conduct of the Business, including those identified in Section 1.02(a)(iii)(A) of the Seller Disclosure Schedule;

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(B) the Trademarks of Seller and the Selling Affiliates used solely in the operation or conduct of the Business, including those identified in Section 1.02(a)(iii)(B) of the Seller Disclosure Schedule;

(C) the Copyrights of Seller and the Selling Affiliates used solely in the operation or conduct of the Business, including those identified in Section 1.02(a)(iii)(C) of the Seller Disclosure Schedule;

(D) all Unregistered Intellectual Property of Seller and the Selling Affiliates that is used solely in the operation or conduct of the Business; and

(E) all Technology of Seller and the Selling Affiliates that is used solely in, or that arises solely out of, the operation or conduct of the Business, including the Technology identified in Section 1.02(a)(iii)(E) of the Seller Disclosure Schedule, to the extent transferable in light of practical (but not legal or contractual) considerations;

(iv) all Inventory of Seller and the Selling Affiliates that is used or held for use solely in, or that arises solely out of, the operation or conduct of the Business (collectively, the “ Transferred Inventory ”);

(v) all Accounts Receivable of Seller and the Selling Affiliates to the extent arising solely out of the operation or conduct of the Business (the “ Transferred Accounts Receivable ”);

(vi) all credits, prepaid expenses, deferred charges, deposits and prepaid items (including any prepaid rents and security deposits related to Transferred Real Property) (“ Miscellaneous Rights ”) of Seller and the Selling Affiliates that are used solely in, or that arise solely out of, the operation or conduct of the Business (the “ Transferred Miscellaneous Rights ”);

(vii) all contracts, leases or subleases, indentures, licenses, agreements, commitments, and all other legally binding arrangements, whether written or oral (each, a “ Contract ”), other than Transferred Real Property Contracts, to which Seller or any of the Selling Affiliates is a party or by which any Acquired Asset is bound that are used solely in, or that relate solely to, the operation or conduct of the Business, including the Contracts set forth in Section 4.11(a) of the Seller Disclosure Schedule (the “ Transferred Contracts ”);

(viii) the Cash and other assets of the Benefit Plans expressly required to be transferred to Purchaser pursuant to Article IX, or of the Benefit Plans sponsored or maintained by any Transferred Entity and whose assets are held by such Transferred Entity (the “ Transferred Plan Assets ”);

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(ix) all Permits of Seller and the Selling Affiliates that are used solely in the operation or conduct of the Business (the “ Transferred Permits ”);

(x) all Environmental Permits of Seller and the Selling Affiliates that are used solely in the operation or conduct of the Business (other than the Excluded Environmental Permits listed on Section 4.17(ii) of the Seller Disclosure Schedule and identified under the heading “Excluded Environmental Permits”) (the “ Transferred Environmental Permits ”);

(xi) all rights, claims, counter-claims, defenses and credits, including and in respect of all guarantees, warranties, indemnities and similar rights (“ Other Rights ”), in favor of Seller and the Selling Affiliates, to the extent relating solely to the Business or solely to any Assumed Liability (the “ Transferred Other Rights ”);

(xii) all books of account, ledgers, general, financial and accounting records, files, invoices, customers’ and suppliers’ lists, other distribution lists, billing records, sales and promotional literature, manuals, laboratory books, batch records and stability studies, preclinical, clinical and marketing studies and customer and supplier correspondence and all other historical records and data (in all cases, in any form or medium) (“ Records ”) of Seller and the Selling Affiliates that are used solely in, or that arise solely out of, the operation or conduct of the Business in each case to the extent transferable in light of legal and practical considerations (the “ Transferred Records ”);

(xiii) all goodwill to the extent solely related to the Business, the Acquired Assets, the Transferred Entities, the Brands and the Products;

(xiv) to the fullest extent permitted by applicable Law, all Personnel Records (or copies of Personnel Records) of the Transferred Employees; and

(xv) all other assets used solely in the operation or conduct of the Business and not enumerated in clauses (i) through (xiv) above.

Notwithstanding anything to the contrary set forth herein, the Acquired Assets shall not include (i) any properties, assets, goodwill and rights of Seller and its Affiliates of whatever kind and nature, real, personal or mixed, tangible or intangible that are not used solely in, or that do not arise solely out of, the operation or conduct of the Business, including the BMS Names or (ii) any Excluded Assets.

(b) The term “ Excluded Assets ” means:

(i) all Cash of Seller and its Affiliates (other than the Transferred Entities);

(ii) all Accounts Receivable other than the Transferred Accounts Receivable;

(iii) all Cash and other assets of or relating to any employee benefit plan, program or arrangement or related trust in which any employees of Seller or its Affiliates participate (including the Benefit Plans and related trusts), other than the Transferred Plan Assets;

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(iv) all Other Rights of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any such Other Rights arising under insurance policies in favor of Seller and its Affiliates in respect of any other Excluded Asset or any Excluded Liability;

(v) any refund or credit of Taxes attributable to any Pre-Closing Tax Period;

(vi) all insurance policies and insurance contracts insuring the Business, the Acquired Assets or the Transferred Entities, together with any claim, action or other right Seller or any of its Affiliates may have for insurance coverage under any past and present policies and insurance contracts insuring the Business, the Acquired Assets or the Transferred Entities, in each case including any proceeds received from any such policy or contract prior to, on or after the Closing Date;

(vii) any assets used by Seller or any of its Affiliates (other than those owned by the Transferred Entities) to provide services to Purchaser and its Affiliates pursuant to the Transitional Services Agreement; provided that following the termination of the Transitional Services Agreement, any such assets that would be Acquired Assets but for this Section 1.02(b)(vii) shall be deemed thereafter to be Acquired Assets and shall be transferred to Purchaser;

(viii) all rights of Seller and its Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement;

(ix) the Personal Property listed on Section 1.02(b)(ix) of the Seller Disclosure Schedule (the “ Excluded Personal Property ”);

(x) all proprietary materials used for Seller’s and its Affiliates’ human resource program and supporting documentation thereto; and

(xi) the following Records:

(A) Records to the extent relating to any Excluded Asset or Excluded Liability;

(B) original Tax Returns or work papers relating to Tax;

(C) copies of Tax Returns or work papers relating to Tax to the extent they do not relate to the Acquired Assets or the Assumed Liabilities;

(D) Records prepared in connection with the transactions contemplated by this Agreement, including bids received from other parties and analyses relating to the Business; and

(E) file copies of the Records retained by Seller.

(c) To the extent that (i) Technology of Seller and the Selling Affiliates is not Transferred Intellectual Property solely to the extent it is not transferred to Purchaser pursuant to

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Section 1.02(a)(iii)(E) due to practical considerations, Seller shall not, and shall cause its Affiliates not to, object to Purchaser or its Affiliates use of such Technology or (ii) Records of Seller and the Selling Affiliates are not Transferred Records solely to the extent it is not transferred to Purchaser pursuant to Section 1.02(a)(xii) due to legal or practical considerations, upon Purchaser’s request, Seller shall, or shall cause its Affiliates to, provide Purchaser reasonable access to such Records to the extent permitted under applicable Law.

SECTION 1.03. Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall (i) from and after the Closing cause the Transferred Entities to pay, perform and discharge when due, any and all of their liabilities, obligations and commitments of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued (collectively, “ Liabilities ”) and (ii) assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform and discharge, or cause to be paid, performed and discharged when due, all of the following Liabilities of Seller and its Affiliates (other than the Transferred Entities), excluding the Excluded Liabilities (all the foregoing, collectively, the “ Assumed Liabilities ”), in each case, except to the extent (and only to the extent) provided in Article X, without further recourse to Seller or its Affiliates (other than the Transferred Entities):

(i) all Liabilities to the extent (and only to the extent) arising out of or relating to Seller and its Affiliates (including the Transferred Entities) at any time being the owner or occupant of, or the operator of the activities conducted at, any Owned Property or any Leased Property, whether arising prior to, on or after the Closing Date;

(ii) all Environmental Liabilities to the extent (and only to the extent) arising out of or relating to the operation or conduct of the Business, the Transferred Entities or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets or the ownership or sale of the Transferred Entities, whether arising prior to, on or after the Closing Date;

(iii) all Liabilities under or otherwise to the extent (and only to the extent) arising out of or relating to the Transferred Real Property Contracts or the Transferred Contracts or any Contract to which a Transferred Entity is a party or by which its assets are bound (including all Liabilities arising out of or relating to any termination or announcement or notification of an intent to terminate any such Contract), whether arising prior to, on or after the Closing Date;

(iv) all Accounts Payable to the extent (and only to the extent) arising out of or relating to the operation or conduct of the Business, the Transferred Entities or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets or the ownership or sale of the Transferred Entities, whether arising prior to, on or after the Closing Date (the “ Assumed Accounts Payable ”);

(v) all Liabilities under or otherwise to the extent (and only to the extent) arising out of or relating to the Transferred Permits, the Transferred Environmental Permits or any Permit or Environmental Permit held by a Transferred Entity, whether arising prior to, on or after the Closing Date;

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(vi) all Liabilities in respect of any lawsuits, claims, actions or proceedings to the extent (and only to the extent) arising out of or relating to the operation or conduct of the Business, the Transferred Entities or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets or the ownership or sale of the Transferred Entities, whether arising prior to, on or after the Closing Date (including any Liabilities to the extent (and only to the extent) relating to any product liability, consumer protection, consumer fraud, breach of warranty or similar claim for injury to person or property, but excluding the Retained Litigation Liabilities);

(vii) all Liabilities to the extent (and only to the extent) arising out of or relating to the return (including any return based on breach of warranty) of, or refund, adjustment, allowance, rebate or exchange in respect of, the Products or any other products marketed and/or sold under the Brands, whether arising prior to, on or after the Closing Date;

(viii) all Taxes to the extent (and only to the extent) arising out of, relating to or in respect of the Acquired Assets for any Post-Closing Tax Period other than Taxes for which Seller is liable under Section 10.03(a);

(ix) all Liabilities (other than any Liabilities to the extent (and only to the extent) arising out of or relating to exposure prior to, on or after the Closing of any Business Employee, Former Business Employee, Transferred Employee or former employee or independent contractor of the Transferred Entities or the Business to Hazardous Materials) to the extent (and only to the extent) arising out of or relating to employment, compensation, employee benefits, severance or termination of any Business Employee, Former Business Employee or Transferred Employee and their respective dependents and beneficiaries, whether arising prior to, on or after the Closing Date and including any Liabilities that Purchaser is expressly required to assume under Article IX, except any Liabilities that Seller is expressly required to retain under Article IX;

(x) all Liabilities to the extent (and only to the extent) arising from the sale from and after the Closing of (i) Products or (ii) any other products incorporating the Brands, in each case as a result of such Products or other products bearing the Seller’s National Drug Code number; and

(xi) all other Liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, to the extent (and only to the extent) arising out of or relating to the operation or conduct of the Business, the Transferred Entities or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets or the ownership or sale of the Transferred Entities, whether arising prior to, on or after the Closing Date, including any Liabilities arising out of or relating to any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.

(b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and its Affiliates (other than the Transferred Entities). The term “ Excluded Liability ” means the following Liabilities of Seller and its Affiliates (other than the Transferred Entities):

(i) all Liabilities to the extent (and only to the extent) arising out of or relating to any Excluded Asset;

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(ii) any Tax (A) to the extent (and only to the extent) arising out of, relating to or in respect of the Acquired Assets for any Pre-Closing Tax Period or (B) of Seller or any Selling Affiliates, other than any Tax for which Purchaser is responsible pursuant to Section 10.03(b);

(iii) any Liabilities to the extent (and only to the extent) arising out of or relating to the litigation identified on Section 1.03(b)(iii) of the Seller Disclosure Schedule (the “ Retained Litigation Liabilities ”);

(iv) any Indebtedness of Seller or any Selling Affiliate; and

(v) all Liabilities that Seller is expressly required to retain under Article IX.

(c) Each of Purchaser’s and Seller’s obligations under this Section 1.03 (and related rights to indemnification under Article X) shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or any Other Transaction Document or any right or alleged right to indemnification hereunder. It is expressly understood and agreed that notwithstanding the foregoing or anything in this Agreement or in any Other Transaction Document to the contrary, the parties’ right to indemnification under Article X or elsewhere in this Agreement or in any Other Transaction Document shall in no way be limited, impaired or superceded because a Liability that gives rise to a claim for indemnification under Article X or elsewhere in this Agreement or in any Other Transaction Document may otherwise constitute an Assumed Liability or a Retained Liability, as the case may be, and that Purchaser or Seller, as the case may be, shall be entitled to pursue all rights and remedies in respect of any such Liability as set forth in this Agreement or any applicable Other Transaction Document.

SECTION 1.04. Risk of Loss. Until the Closing, any loss of or damage to the assets of the Transferred Entities or the Acquired Assets from fire, casualty or any other occurrence shall be the sole responsibility of Seller or the Selling Affiliates, as applicable. At the Closing, title to the Purchased Companies’ Equity Interests and the Acquired Assets shall be transferred to Purchaser, and Purchaser shall thereafter bear all risk of loss associated with the assets of the Transferred Entities and the Acquired Assets and be solely responsible for procuring adequate insurance to protect the assets of the Transferred Entities and the Acquired Assets against any such loss.

SECTION 1.05. Consents of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any asset (including any Contract, Permit or Environmental Permit), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent of a third party, would constitute a breach or other contravention of the rights of such third party, would be ineffective with respect to any

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party to an agreement concerning such asset, claim or right or would in any way adversely affect the contractual rights of Seller, any Selling Affiliate or the Transferred Entities or, upon transfer, Purchaser under such asset, claim or right. If any direct or indirect transfer or assignment by Seller, any Selling Affiliate or any Transferred Entity to, or any direct or indirect assumption by Purchaser of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires the consent of a third party, then such transfer, assignment or assumption shall be made subject to such consent being obtained.

(b) If any such consent referred to in Section 1.05(a) (including any such consent necessary or required in order for Seller and its Affiliates to comply with and be able to perform in accordance with the terms of the Transitional Services Agreement and any consent required by any Governmental Entity to the transfer of Business Employees to Purchaser or an Affiliate of Purchaser) is not obtained prior to the Closing, the Closing shall nonetheless take place and, thereafter, Seller and the Selling Affiliates, on the one hand, and Purchaser, on the other hand, shall cooperate in any lawful and reasonable arrangement reasonably proposed by Purchaser (not including the payment of any consideration) under which Purchaser shall obtain the economic claims, rights and benefits under, and shall bear all the costs, liabilities and burdens with respect to, the asset, claim or right with respect to which the consent has not been obtained in accordance with this Agreement; provided that Purchaser shall pay or satisfy all the costs, expenses, obligations and liabilities incurred by Seller or the Selling Affiliates in connection with any such alternative arrangements (other than legal fees incurred by Seller and the Selling Affiliates in connection with documenting and negotiating such arrangement, which shall be borne by Seller). This Section 1.05(b) does not relate to the transfer of Permits and Environmental Permits, which are addressed solely by Section 8.02(c).

SECTION 1.06. Refunds and Remittances. (a)  Received by Seller or the Selling Affiliates. After the Closing, if Seller or any of its Affiliates receives (i) any refund or other amount which is an Acquired Asset or is otherwise properly due and owing to Purchaser or any of its Affiliates (including the Transferred Entities) in accordance with the terms of this Agreement or (ii) any refund or other amount which is related to claims or other matters for which Purchaser or any of its Affiliates (including the Transferred Entities) is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser or any of its Affiliates (including the Transferred Entities) in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 12.06(a).

(b) Received by Purchaser or its Affiliates. After the Closing, if Purchaser or any of its Affiliates receives (i) any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of the Selling Affiliates in accordance with the terms of this Agreement or (ii) any refund or other amount which is related to claims or other matters for which Seller is responsible hereunder, and which amount is not an Acquired Asset, or is otherwise properly due and owing to Seller or any of the Selling Affiliates in accordance with the terms of this Agreement, Purchaser promptly shall remit, or shall cause to be remitted, such amount to Seller at the address set forth in Section 12.06(b).

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ARTICLE II

Closing; Purchase Price Adjustment

SECTION 2.01. Closing. (a) The closing of the Acquisition (the “ Closing ”) shall be held at the offices of Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York, at 10:00 a.m., New York City time, on the date specified by the parties, which shall be no later than the third (3rd) business day following the satisfaction (or, to the extent permitted by applicable Law, waiver) of the conditions set forth in Article III (other than satisfaction or, to the extent permitted by applicable Law, waiver of conditions that by their nature are to be satisfied at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing), or at such other place, time and date as shall be agreed between Purchaser and Seller. The date on which the Closing takes place is referred to in this Agreement as the “ Closing Date ”. The Closing shall be deemed to be effective as of 12:01 a.m. on the Closing Date; provided that with respect to determining Closing Working Capital, Retained Cash and Closing Indebtedness, the Closing in each legal jurisdiction shall be deemed to be effective as of 12:01 a.m. in such jurisdiction on the Closing Date.

(b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser:

(i) a certificate or certificates representing the Purchased Companies’ Equity Interests, duly endorsed by Seller or the applicable Selling Affiliate for transfer to Purchaser (or one or more wholly-owned subsidiaries of Purchaser), with appropriate transfer stamps, if any, affixed, and its counterpart of each International Stock Purchase Agreement for each International Purchased Company, duly executed by an authorized officer of Seller or the applicable Selling Affiliate;

(ii) such instruments of sale, assignment, transfer and conveyance (including a counterpart of each International Asset Purchase Agreement) as may be reasonably requested by Purchaser (or one or more wholly-owned subsidiaries of Purchaser) to effect or evidence the transfer of the Acquired Assets and the Assumed Liabilities to Purchaser, in each case duly executed by an authorized officer of Seller or the applicable Selling Affiliate;

(iii) a counterpart of each IP Assignment Document, duly executed by an authorized officer of Seller or the applicable Selling Affiliate;

(iv) a counterpart of the Transitional Services Agreement, duly executed by an authorized officer of Seller;

(v) a counterpart of the Technology License Agreement, duly executed by an authorized officer of Seller;

(vi) a counterpart of the Plastibase License Agreement, duly executed by an authorized officer of Seller;

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(vii) a counterpart of the Plastibase Supply Agreement, duly executed by an authorized officer of Seller;

(viii) a counterpart of the Plastibase Trademark License Agreement, duly executed by an authorized officer of Seller;

(ix) a counterpart of the ITO Services Agreement, duly executed by an authorized officer of Seller; and

(x) the certificate required to be delivered under Section 3.01(a); and

(xi) all stock record books and minute books of each of the Transferred Entities to the extent not in the possession of any such Transferred Entity.

(c) At the Closing, Purchaser shall deliver or cause to be delivered to Seller:

(i) by wire transfer to a bank account or accounts designated in writing by Seller at least two (2) business days prior to the Closing Date, immediately available funds in an amount equal to the Purchase Price plus or minus an estimate, prepared by Seller in good faith and delivered to Purchaser at least two (2) business days prior to the Closing Date, of any adjustment to the Purchase Price under Section 2.02(c) (the Purchase Price plus or minus such estimate of any such adjustment under Section 2.02(c) is hereinafter referred to as the “ Closing Date Amount ”);

(ii) a counterpart of each International Stock Purchase Agreement, duly executed by an authorized officer of Purchaser;

(iii) such instruments of sale, assignment, transfer and conveyance (including its counterpart of each applicable International Asset Purchase Agreement) as Seller or the Selling Affiliates may reasonably request to effect or evidence the purchase of the Acquired Assets and the assumption of the Acquired Liabilities by Purchaser, in each case duly executed by an authorized officer of Purchaser;

(iv) a counterpart of each IP Assignment Document, duly executed by an authorized officer of Purchaser;

(v) a counterpart of the Transitional Services Agreement, duly executed by an authorized officer of Purchaser;

(vi) a counterpart of the Technology License Agreement, duly executed by an authorized officer of Purchaser;

(vii) a counterpart of the Plastibase License Agreement, duly executed by an authorized officer of Purchaser;

(viii) a counterpart of the Plastibase Supply Agreement, duly executed by an authorized officer of Purchaser;

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(ix) a counterpart of the Plastibase Trademark License Agreement, duly executed by an authorized officer of Purchaser;

(x) a counterpart of the ITO Services Agreement, duly executed by an authorized officer of Purchaser; and

(xi) the certificate required to be delivered under Section 3.02(a).

SECTION 2.02. Post-Closing Purchase Price Adjustment. (a) Within ninety (90) days after the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the “ Statement ”) setting forth (i) Working Capital as of the effective time of the Closing on the Closing Date (“ Closing Working Capital ”) determined in a manner consistent and in accordance with the Working Capital Principles, (ii) Retained Cash and (iii) Indebtedness of the Transferred Entities as of the effective time of the Closing on the Closing Date (“ Closing Indebtedness ”). For purposes of preparing the Statement, the determination of Inventory shall be based on the amounts recorded in the books and records of the Business as of such time in accordance with the Working Capital Principles.

(b) During the forty-five (45)-day period following Purchaser’s receipt of the Statement, Purchaser and its independent auditors shall be permitted to review the working papers of Seller relating to the Statement. The Statement shall become final and binding upon the parties on the forty-fifth (45th) day following delivery thereof, unless Purchaser gives written notice to Seller of its disagreement with the Statement (a “ Notice of Disagreement ”) prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) include only disagreements based on mathematical errors or based on Closing Working Capital not being calculated in accordance with this Section 2.02 or Retained Cash or Closing Indebtedness not being calculated in accordance with the provisions of this Agreement and (iii) specify the amount that Purchaser reasonably believes is the correct amount of the Closing Working Capital, Retained Cash and/or Closing Indebtedness based on the disagreements set forth in the Notice of Disagreement, including a reasonably detailed description of the adjustments applied to the Statement in calculating such amount. If the Notice of Disagreement is received by Seller in a timely manner, then the Statement (as revised in accordance with this Section 2.02) shall become final and binding on the parties on the earlier of (i) the date Seller and Purchaser resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date all disputed matters are finally resolved in writing by the Accounting Firm. During the forty-five (45)-day period following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement and agree on a final determination of Closing Working Capital, Retained Cash and/or Closing Indebtedness. During such period, Seller and its independent auditors shall be permitted to review the working papers of Purchaser and its independent auditors relating to the Notice of Disagreement; provided that Seller and its advisors, including its independent auditors, shall have executed all release letters reasonably requested by Purchaser’s independent auditors in connection therewith. At the end of such forty-five (45)-day period, if no agreement on Closing Working Capital, Retained Cash and Closing Indebtedness has been reached, Seller and Purchaser shall submit to a nationally recognized independent accounting firm (the “ Accounting Firm ”) for arbitration any and all matters that remain in dispute and that were properly included

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in the Notice of Disagreement. The Accounting Firm shall be the New York office of Ernst & Young LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing or, if the parties are unable to so agree in writing within ten (10) days after the end of such forty-five (45)-day period, then Purchaser and Seller shall each select such a firm and such firms shall jointly select a third nationally recognized independent public accounting firm to resolve the disputed matters. The parties shall jointly instruct the Accounting Firm that it (i) shall review only the matters that were properly included in the Notice of Disagreement and which remain in dispute, (ii) shall make its determination in accordance with the requirements of this Section 2.02 and (iii) shall render its written decision as promptly as practicable but in no event later than forty-five (45) days after submission to the Accounting Firm of all matters in dispute. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The Accounting Firm’s determination shall be accompanied by a certificate of the Accounting Firm that it reached its decision in accordance with the provisions of this Section 2.02(b). The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 2.02 shall be borne by Purchaser and Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees, costs and expenses of Seller incurred in connection with its preparation of the Statement, its review of any Notice of Disagreement and its preparation of its written brief submitted to the Accounting Firm shall be borne by Seller, and the fees, costs and expenses of Purchaser incurred in connection with its review of the Statement, its preparation, review and certification of the Notice of Disagreement and its preparation of its written brief submitted to the Accounting Firm shall be borne by Purchaser.

(c) The Purchase Price shall be (i) increased by the amount by which (A) Closing Working Capital exceeds (B) the sum of $156,900,000 (the “ 2007 Balance Sheet Working Capital Amount ”) and $40,000,000 (such sum, the “ Target Working Capital ”), and the Purchase Price shall be decreased by the amount by which Closing Working Capital is less than the Target Working Capital, (ii) increased by the amount of Retained Cash, if any, and (iii) decreased by the amount of the Closing Indebtedness, if any. Notwithstanding the foregoing provisions of this Section 2.02(c), no adjustment to the Purchase Price pursuant to this Section 2.02(c) shall be made unless such adjustment would exceed $1,000,000; provided , however , that if such payment would exceed $1,000,000, then the full amount of such adjustment shall be made. The Purchase Price as adjusted pursuant to this Section 2.02(c) shall hereinafter be referred to as the “ Final Purchase Price ”. If the Closing Date Amount is less than the Final Purchase Price, Purchaser shall, and if the Final Purchase Price is less than the Closing Date Amount, Seller shall, within ten (10) business days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds of the amount of such difference, together with interest thereon at a rate equal to the Prime Rate from (and including) the Closing Date to (but not including) the date of payment.

(d) The term “ Working Capital ” means Current Assets minus Current Liabilities. The term “ Current Assets ” means without duplication (i) the receivables (net of allowances), net inventories, prepaid expenses and other current assets of the Transferred Entities and (ii)(A) the

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receivables, net of allowances, of Seller and its Affiliates arising out of or related to the Business (but only to the extent included in the Transferred Accounts Receivable), (B) the inventories, net of reserves of Seller and its Affiliates arising out of or related to the Business (but only to the extent included in Transferred Inventory), (C) the prepaid expenses of Seller and its Affiliates arising out of or related to the Business (but only to the extent included in the Transferred Miscellaneous Rights) and (D) the other current assets of Seller and its Affiliates arising out of or related to the Business (but only to the extent included in the Acquired Assets), in each case calculated in the same manner, using the same methods and, to the extent applicable, the same foreign currency exchange rates, as the corresponding line item from the 2007 Balance Sheet Working Capital Amount set forth on Exhibit E hereto. The term “ Current Liabilities ” means (i) the accounts payable, accrued expenses, accrued compensation, and accrued rebates and returns of the Transferred Entities, and (ii)(A) the accounts payable of Seller and its Affiliates arising out of or related to the Business (but only to the extent included in the Assumed Accounts Payable), (B) the accrued expenses of Seller and its Affiliates arising out of or related to the Business (but only to the extent included in the Assumed Liabilities), (C) the accrued compensation of Seller and its Affiliates arising out of or related to the Business (but only to the extent included in the Assumed Liabilities), and (D) the accrued rebates and returns of Seller and its Affiliates arising out of or related to the Business (but only to the extent included in the Assumed Liabilities), in each case calculated in the same manner, using the same methods and, to the extent applicable, the same foreign currency exchange rates, as the corresponding line item from the 2007 Balance Sheet Working Capital Amount set forth on Exhibit E hereto. For the avoidance of doubt, (i) current assets and current liabilities relating to Cash other than Retained Cash, (ii) any assets or liabilities related to Taxes, (iii) any assets or liabilities to the extent related to intercompany receivables or payables, including intercompany interest, and (iv) any liabilities related to accrued restructuring expenses shall not be taken into account in determining Working Capital.

(e) Each line item of the Closing Working Capital (including any items excluded from Closing Working Capital) shall be calculated in the same manner, using the same methods and, to the extent applicable, the same foreign currency exchange rates, as the corresponding line item of the calculation of 2007 Balance Sheet Working Capital Amount (or item excluded from 2007 Balance Sheet Working Capital Amount) set forth on Exhibit E hereto was calculated, whether or not doing so is in accordance with U.S. GAAP, except as otherwise provided in Exhibit E hereto. The foregoing principles are referred to in this Agreement as the “ Working Capital Principles ”. The Purchase Price adjustment contemplated by this Section 2.02 can only be effected as intended by the parties if the calculation of the 2007 Balance Sheet Working Capital Amount and the Closing Working Capital is done in the same manner, using the same methods and, to the extent applicable, the same foreign currency exchange rates, except as otherwise provided in Exhibit E hereto. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether there were mathematical errors in the Statement, whether the calculation of the Closing Working Capital was done in accordance with the Working Capital Principles and whether Retained Cash or Closing Indebtedness were determined in accordance with their respective definitions, and the Accounting Firm is not to make any other determination, including any determination as to whether U.S. GAAP was followed in calculating the 2007 Balance Sheet Working Capital Amount, the Closing Working Capital, Retained Cash, Closing Indebtedness or the Statement or as to whether the 2007 Balance Sheet Working Capital Amount is correct. Any determinations by the Accounting Firm, and any

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work or analyses performed by the Accounting Firm in connection with its resolution of any dispute under this Section 2.02 shall not be admissible in evidence in any suit, action or other proceeding between the parties, other than to the extent necessary to enforce payment obligations under Section 2.02(c). Any items on or omissions from the 2007 Balance Sheet Working Capital Amount that are based upon errors of fact or mathematical errors shall be carried forward for purposes of calculating Closing Working Capital.

(f) Until the date on which the Statement shall become final and binding on the parties pursuant to Section 2.02(b), Purchaser agrees that following the Closing it shall preserve the accounting books and records of the Business on which the Statement is to be based and shall not take any actions with respect to such books and records that would obstruct, prevent or otherwise affect the procedures or the results of the procedures set forth in this Section 2.02 (including the amount of Closing Working Capital, Retained Cash or Closing Indebtedness or any amount included in the 2007 Balance Sheet Working Capital Amount or the Statement or the preparation of the Statement). Without limiting the generality of the foregoing no changes shall be made during such period in any reserve or other account existing as of the date of the Financial Statements, except as a result of events occurring after the date of the Financial Statements and, in such event, only in a manner consistent with the past practice of the Business.

(g) Until the date on which the Statement shall become final and binding on the parties pursuant to Section 2.02(b), Purchaser agrees that following the Closing it shall afford and cause to be afforded to Seller and any accountants, counsel or financial advisors retained by Seller in connection with the preparation of the Statement and any adjustment to the Purchase Price contemplated by this Section 2.02, access upon reasonable notice during normal business hours to the properties, books, contracts, personnel and records of the Business and Purchaser’s and its accountant’s work papers ( provided that Seller and its advisors, including its independent auditors, have executed all release letters reasonably requested by Purchaser’s independent auditors in connection therewith) relevant to the preparation of the Statement and the adjustment contemplated by this Section 2.02, including any Notice of Disagreement, and shall provide Seller, upon Seller’s reasonable request and at Seller’s expense, with copies of any such books, contracts, records and work papers; provided , however , that such access shall not unreasonably disrupt the normal operations of Purchaser, its Affiliates, the Transferred Entities or the Business.

ARTICLE III

Conditions to Closing

SECTION 3.01. Conditions to Obligations of Purchaser. The obligation of Purchaser to effect the transactions contemplated by this Agreement is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by Purchaser) as of the Closing of the following conditions:

(a) Representations and Warranties; Covenants. (i) Each of the Fundamental Representations (other than the representations and warranties contained in Section 4.05(a)) and the representations and warranties contained in Section 4.15(a) to the extent not qualified as to “materiality” or “Seller Material Adverse Effect” shall be true and correct in all material respects

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and each of the Fundamental Representations to the extent so qualified by “materiality” or “Seller Material Adverse Effect” or contained in Section 4.05(a) shall be true and correct, in each case as of the effective time of the Closing as though made as of such time except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects or true and correct, as applicable, as of such earlier date) and (ii) all other representations and warranties of Seller made in this Agreement shall be true and correct (without giving effect to any “materiality”, “Seller Material Adverse Effect” or similar qualification) as of the effective time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date), except for breaches as to matters that, individually or in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect. Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing. Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing.

(b) No Injunctions or Restraints. No law (including common law), statute, rule, ordinance or regulation of a Governmental Entity (each, a “ Law ”), or judgment, executive order, stipulation, decree, legally binding agreement, temporary restraining order, preliminary or permanent injunction or other order (each, an “ Injunction ”) enacted, entered, promulgated, enforced or issued by, or executed with, any Federal, state, foreign, province, prefect, municipal or local government or any court of competent jurisdiction, administrative agency or commission or other governmental authority, subdivision, or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other regulatory, governmental or quasi-governmental authority (each, a “ Governmental Entity ”), or other legal restraint or prohibition preventing the Acquisition shall be in effect.

(c) Antitrust Approvals. The waiting period (and any extension thereof) applicable to the consummation of the Acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “ HSR Act ”) shall have expired or been terminated, the European Commission shall have issued a decision under Article 6(1)(b) or 8(2) of the EC Merger Regulation (or shall be deemed to have done so under Article 10(6) of the EC Merger Regulation) declaring the Acquisition compatible with the EC Common Market and all other material filings and approvals under applicable foreign merger control or competition Laws shall have been made or obtained; provided that Seller and Purchaser agree that the approvals listed on Schedule 3.01(c) are not material.

(d) Other Transaction Documents. Seller shall have executed and delivered to Purchaser the Other Transaction Documents to which Seller is a party and each Affiliate of Seller shall have executed and delivered to Purchaser the Other Transaction Documents to which such Affiliate is specified to be a party.

(e) Withholding Tax Certificate. Seller and each Selling Affiliate shall have delivered to Purchaser a certificate in form and substance reasonably satisfactory to Purchaser, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code.

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SECTION 3.02. Conditions to Obligation of Seller. The obligation of Seller to, or to cause its Affiliates to, effect the transactions contemplated by this Agreement is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by Seller) as of the Closing of the following conditions:

(a) Representations and Warranties; Covenants. The representations and warranties of Purchaser made in this Agreement shall be true and correct (without giving effect to any “materiality”, “Purchaser Material Adverse Effect” or similar qualification) as of the effective time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date), in each case except for breaches as to matters that, individually or in the aggregate, would not be reasonably likely to have a Purchaser Material Adverse Effect. Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser by the time of the Closing. Purchaser shall have delivered to Seller a certificate dated the Closing Date and signed by an authorized officer of Purchaser confirming the foregoing.

(b) No Injunctions or Restraints. No Law or Injunction enacted, entered, promulgated, enforced or issued by, or executed with, any Governmental Entity, or other legal restraint or prohibition preventing the Acquisition, shall be in effect.

(c) Antitrust Approvals. The waiting period (and any extension thereof) applicable to the consummation of the Acquisition under the HSR Act shall have expired or been terminated, the European Commission shall have issued a decision under Article 6(1)(b) or 8(2) of the EC Merger Regulation (or shall be deemed to have done so under Article 10(6) of the EC Merger Regulation) declaring the Acquisition compatible with the EC Common Market and all other material filings and approvals under applicable foreign merger control or competition Laws shall have been made or obtained; provided that Seller and Purchaser agree that the approvals listed on Schedule 3.01(c) are not material.

(d) Other Transaction Documents. Purchaser shall have executed and delivered to Seller the Other Transaction Documents to which Purchaser is a party.

SECTION 3.03. Frustration of Closing Conditions. Neither Purchaser nor Seller may rely on the failure of any condition set forth in this Article III to be satisfied if such failure was caused by such party’s material breach of this Agreement or such party’s failure to act in good faith or to use its reasonable best efforts to cause the Closing to occur, as required by Section 8.04.

ARTICLE IV

Representations and Warranties of Seller

Except as set forth in the Seller Disclosure Schedule attached hereto (the “ Seller Disclosure Schedule ”) ( provided that the disclosure of an item in one section of the Seller Disclosure Schedule shall be deemed to be a disclosure in each section of the Seller Disclosure

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Schedule and to apply to any other representation and warranty of Seller contained in this Agreement to the extent the relevance and applicability of such disclosure to such other section of the Seller Disclosure Schedule is reasonably apparent), Seller hereby represents and warrants to Purchaser as follows:

SECTION 4.01. Organization, Standing and Authority; Execution and Delivery; Enforceability. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Selling Affiliate is a legal entity, duly organized, validly existing and, where applicable, in good standing under the laws of the jurisdiction of its organization. Seller has all requisite corporate and/or shareholder power and authority to (i) enter into this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby and (ii) cause the Selling Affiliates to convey the Transferred Equity Interests and Acquired Assets, as applicable. Each Selling Affiliate has all requisite corporate power and authority to enter into this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and to consummate the transactions contemplated hereby have been, and all corporate acts and other proceedings required to be taken by Seller and each of the Selling Affiliates to authorize the execution, delivery and performance of the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the transactions contemplated thereby will be, prior to Closing, duly and properly taken.

(b) This Agreement has been duly executed and delivered by Seller and, prior to Closing, Seller and the Selling Affiliates will have duly executed and delivered each Other Transaction Document to which it is, or is specified to be, a party. Assuming that this Agreement has been duly authorized, executed and delivered by Purchaser, this Agreement constitutes, and, upon the due authorization, execution and delivery of the Other Transaction Documents by Purchaser, each Other Transaction Document will constitute, a legal, valid and binding obligation of Seller or the Selling Affiliates, as the case may be, enforceable against such person in accordance with its terms.

SECTION 4.02. No Conflicts; Consents. (a) The execution and delivery of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby and thereby and compliance by Seller and the Selling Affiliates with the terms and conditions hereof and thereof will not, conflict with, or result in any violation of, breach or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation, payment or acceleration of any obligation or to loss of a benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges, right of first refusal, easements, mortgages, deeds of trust, rights of way, restrictions on the use of real property, encroachments, licenses to third parties or other restrictions of any kind (“ Liens ”) (other than Permitted Liens or Liens arising from acts of Purchaser or its Affiliates) upon any of the Acquired Assets or any properties or assets of any of the Transferred Entities under, any provision of (i) the Certificate of Incorporation or By-laws (or the comparable governing instruments) of Seller, any Selling Affiliate or any of the Transferred Entities, (ii) any Transferred Contract, Transferred Real Property Contract,

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Transferred Entity Contract or any Contract set forth on Section 4.11 of the Seller Disclosure Schedule or (iii) any Injunction, or, subject to the matters referred to in paragraph (b) below, applicable Law, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect (without giving effect to clause (vii) of the definition thereof).

(b) No consent, waiver, approval, license, Permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller, any Selling Affiliate or any Transferred Entity in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, other than (i) compliance with and filings under the HSR Act and compliance with and filings and approvals under applicable foreign merger control or competition Laws, (ii) compliance with and such filings and notifications as may be required under applicable state property transfer Laws or Environmental Laws, including the New Jersey Industrial Site Recovery Act, (iii) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the transactions contemplated hereby or by the Other Transaction Documents, (iv) compliance with and filings under the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder, (v) compliance with and filings or notices required by the rules and regulations of the New York Stock Exchange and (vi) such consents, waivers, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect (without giving effect to clause (vii) of the definition thereof).

SECTION 4.03. Transferred Equity Interests. Seller or a Selling Affiliate has good and valid title to the applicable Purchased Companies’ Equity Interests set forth opposite Seller’s or such Selling Affiliate’s name in Section B of the Seller Disclosure Schedule, in each case free and clear of any Liens, and is the record and beneficial owner thereof. Each Purchased Company has good and valid title to the Purchased Company Subsidiaries’ Equity Interests set forth opposite such Purchased Company’s name in Section B of the Seller Disclosure Schedule, free and clear of all Liens, and is the record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Purchased Companies’ Equity Interests, upon delivery to Purchaser at the Closing of certificates representing the Purchased Companies’ Equity Interests, duly endorsed by Seller or the applicable Selling Affiliate for transfer to Purchaser, and upon Seller’s receipt of the Closing Date Amount, good and valid title to the Purchased Companies’ Equity Interests will pass to Purchaser, free and clear of any Liens, other than those arising from acts of Purchaser or its Affiliates.

SECTION 4.04. Organization, Standing and Documents of Transferred Entities. Section 4.04 of the Seller Disclosure Schedule sets forth the name and the jurisdiction of organization of each Transferred Entity. Each Transferred Entity is a legal entity duly organized, validly existing and, where applicable, in good standing under the Laws of its jurisdiction of organization. Each Transferred Entity has all requisite corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, licenses, permits, authorizations and

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approvals the lack of which, individually or in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect. Each Transferred Entity is in good standing and duly qualified to do business in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be in good standing or so qualified, individually or in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect. Seller has, prior to the date hereof, delivered or otherwise made available to Purchaser true and complete copies of the certificate of incorporation or bylaws (or similar organizational documents), each as amended to the date hereof, of each Transferred Entity. As of the Closing, none of the Fundamental Transferred Entities is in violation of the provisions of its certificate of incorporation or bylaws (or similar organizational documents). Any copies of minutes of meetings or written consents of stockholders (or other equityholders), board of directors (or similar body) and any committee thereof of each Fundamental Transferred Entity that has been provided by or on behalf of Seller to Purchaser accurately reflect in all material respects the substance of the applicable meetings or consents.

SECTION 4.05. Equity Interests in the Transferred Entities. (a) As of the date of this Agreement, there are not any outstanding bonds, debentures, notes or other indebtedness of any Transferred Entity having the right to vote (or that are convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which holders of the Transferred Equity Interests may vote (“ Transferred Entity Voting Debt ”). As of the date of this Agreement, there are not any outstanding (i) warrants, options, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (x) pursuant to which Seller, any Selling Affiliate or any Transferred Entity is or may become obligated to issue, deliver or sell any additional units of its equity interests or any security convertible into, or exchangeable for, any equity interest in any Transferred Entity or any Transferred Entity Voting Debt, or (y) pursuant to which Seller, any Selling Affiliate or any Transferred Entity is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, arrangement, commitment or undertaking.

(b) Section 4.05(b) of the Seller Disclosure Schedule sets forth, as of the date of this Agreement and for each Transferred Entity, the number of authorized equity interests in such Transferred Entity, the number of outstanding equity interests in such Transferred Entity and the record and beneficial owners thereof. Except for the Transferred Equity Interests, as of the date of this Agreement, there are no shares of capital stock or other equity securities of the applicable Transferred Entity issued, reserved for issuance or outstanding. The Transferred Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. The Transferred Equity Interests have not been issued in violation of, and are not subject to, any preemptive, subscription or similar rights under any provision of applicable Law, the Certificate of Incorporation or By-Laws (or comparable governing instruments) of the applicable Transferred Entity, or any Contract to which the applicable Transferred Entity is subject, bound or a party or otherwise. As of the date of this Agreement, there are not any outstanding “phantom” stock rights, stock appreciation rights, stock based performance units or arrangements or commitments that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of the Transferred Equity Interests.

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(c) Except for equity interests in another Transferred Entity, as of the date of this Agreement, no Transferred Entity owns, directly or indirectly, any equity interests in any other person.

(d) Other than this Agreement, the Transferred Equity Interests are not subject to any voting trust agreement or other Contract, including any such Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Transferred Equity Interests.

SECTION 4.06. Financial Statements. (a) Section 4.06(a) of the Seller Disclosure Schedule sets forth complete and correct copies of the following financial statements of the Business: (i) the audited carve-out Balance Sheets as of December 31, 2006 and 2005, the audited carve-out Statements of Earnings for the years ended December 31, 2006, 2005 and 2004, the audited carve-out Statements of Changes in Divisional Equity for the years ended December 31, 2006, 2005 and 2004 and the audited carve-out Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004 (collectively, the “ Audited 2004-2006 Financial Statements ”) and (ii) the unaudited carve-out Balance Sheets as of December 31, 2007 and 2006, the unaudited carve-out Statements of Earnings for the years ended December 31, 2007, 2006 and 2005, the unaudited carve-out Statements of Changes in Divisional Equity for the years ended December 31, 2007, 2006 and 2005 and the unaudited carve-out Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005 (collectively, the “ Unaudited 2007 Financial Statements ”); provided that the Unaudited 2007 Financial Statements do not include final amounts or any amounts related to Taxes (including the Excluded Tax Items).

(b) The Audited 2004-2006 Financial Statements and the Unaudited 2007 Financial Statements have been prepared in accordance with U.S. GAAP consistently applied (except that the Unaudited 2007 Financial Statements do not include the Excluded Tax Items) and on that basis present fairly in all material respects the net assets of the Business as of the respective dates thereof and the results of operations, changes in divisional equity and cash flows of the Business for the respective periods indicated therein (except, in the case of the Unaudited 2007 Financial Statements, for the Excluded Tax Items). The Audited 2007 Financial Statements, when delivered pursuant to Section 5.08, will be prepared in accordance with U.S. GAAP consistently applied and on that basis will present fairly in all material respects the net assets of the Business as of the respective dates thereof and the results of operations, changes in divisional equity and cash flows of the Business for the respective periods indicated therein.

(c) Neither the Business nor any Transferred Entity has any liability or obligation of any nature (whether accrued, absolute, contingent, unasserted or otherwise) required by U.S. GAAP to be reflected on a carve-out balance sheet of the Business or in the notes thereto, except (i) as disclosed or reserved against on the face of the Balance Sheet and the notes thereto, (ii) for liabilities and obligations relating to Taxes, (iii) for liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, (iv) for future executory liabilities or obligations arising under any Transferred Real Property Contract, Transferred Contract or any Transferred Entity Contract, (v) for Excluded Liabilities and (vi) other liabilities and obligations incurred in the ordinary course of business since the date of the Balance Sheet which, individually and in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect.

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(d) Except as set forth in Section 4.06(d) of the Seller Disclosure Schedule, the assets reflected on the Balance Sheet are either Acquired Assets or assets of the Transferred Entities, except for any such assets reflected on the Balance Sheet that are not, in the aggregate, material to the Business.

SECTION 4.07. Taxes. (a) For purposes of this Agreement, (i) “ Taxes ” means all Federal, state, local and foreign taxes, charges, duties, fees, levies and similar assessments imposed by a Governmental Entity, including all interest, penalties and additions imposed with respect to such amounts (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), (ii) “ Pre-Closing Tax Period ” means all taxable periods ending on or before the Closing Date and with respect to a Straddle Period, the portion of such taxable year or period ending on and including the Closing Date, (iii) “ Post-Closing Tax Period ” means all taxable periods beginning after the Closing Date and with respect to a Straddle Period, the portion of such taxable year or period beginning after the Closing Date, (iv) “ Straddle Period ” means any taxable period that includes (but does not end on) the Closing Date, (v) “ Code ” means the U.S. Internal Revenue Code of 1986, as amended, (vi) “ Tax Return ” means all returns, reports, elections, forms or similar statements required to be filed with any Government Entity with respect to Taxes (including any estimated Tax Returns, schedules or attachments thereto and amendments thereof) and (v) “ Transfer Taxes ” means all transfer, documentary, stamp duty, sales, use, registration, commodities and other similar Taxes (including all applicable real estate transfer Taxes and real property transfer gains Taxes) and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby.

(b) All material Tax Returns required to be filed by or with respect to the Transferred Entities or any Acquired Assets have been duly and timely filed and all such Tax Returns are true, correct and complete in all material respects.

(c) All material amounts of Taxes required to be paid by or with respect to the income, assets or operations of the Transferred Entities or any Acquired Assets have been timely paid.

(d) There are no material Tax Liens on the Transferred Equity Interests, any of the assets of the Transferred Entities or the Acquired Assets, except for Liens described in clause (iii) of Section 4.08.

(e) The Transferred Entities do not have in force any waiver of any statute of limitations in respect of Taxes or any extension of time with respect to a Tax assessment or deficiency.

(f) There are no pending or active audits or written proposed deficiencies or other written claims, actions, assessments or proceedings for a material amount of unpaid Taxes asserted against the Transferred Entities or with respect to the Acquired Assets.

(g) None of the Transferred Entities has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement.

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(h) None of the Transferred Entities has entered into any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b).

(i) For any period of time during which a Transferred Entity was owned by Seller or a Selling Affiliate, none of the Transferred Entities is or has ever been a member of an affiliated group of corporations filing a consolidated federal income Tax Return (other than the group of which they are currently members and the common parent of which is Seller).

(j) For all taxable periods for which the statute of limitations has not expired, all Taxes which any Transferred Entity is (or was) required by Law to withhold or collect in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party have been duly withheld or collected, and have been timely paid over to the proper authorities to the extent due and payable.

(k) No written claim has ever been made by any taxing authority in a jurisdiction where Seller or any Selling Affiliate (with respect to the Business and the Acquired Assets) or any Transferred Entity does not file Tax Returns that any of the Transferred Entities is or may become subject to taxation by that jurisdiction.

(l) There are no tax sharing, allocation, indemnification or similar agreements in effect as between any Transferred Entity or any predecessor or Affiliate thereof and any other party (including Seller, any Selling Affiliate or any predecessors or Affiliates thereof) under which Purchaser or any Transferred Entity could be liable for any Taxes or other claims of any party after the Closing Date.

(m) ConvaTec Dominican Republic, Inc. has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code at any time during the five-year period ending on the date hereof and no Acquired Asset has been a “United States Real Property Interest” within the meaning of Section 897(c)(1) of the Code.

(n) None of the Transferred Entities will be required to include amounts in income, or exclude material items of deduction, in a taxable period beginning after the Closing Date as a result of a: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale, (iii) open transaction or (iv) closing agreement pursuant to Section 7121 of the Code (or similar provisions of state, local or foreign Tax Law) executed on or prior to the Closing Date.

SECTION 4.08. Good and Valid Title to Assets Other Than Transferred Equity Interests, Real Property and Intellectual Property. Seller or a Selling Affiliate, as applicable, has, or, in the case of assets acquired, leased or licensed after the date of this Agreement not in violation of this Agreement, as of the Closing Date will have, good and valid title to, or a valid leasehold interest in, or a valid license to use, all material Acquired Assets, and the Transferred Entities have, or, in the case of assets acquired, lease or licensed after the date of this Agreement not in violation of this Agreement, as of the Closing Date will have, good and valid title to, or a valid leasehold interest in, or a valid license to use, their respective material assets reflected on

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the audited carve-out balance sheet of the Business as of December 31, 2007 or thereafter acquired by such Transferred Entity (except, in the case of each of Seller, such Selling Affiliate and such Transferred Entity, those sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date of the Balance Sheet), in each case free and clear of all Liens, except (i) such as are set forth in Section 4.08 of the Seller Disclosure Schedule, (ii) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business, (iii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, (iv) Liens for Taxes and other governmental charges which are not yet due and payable or which may thereafter be paid without penalty and (v) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation of the Acquired Assets or such assets of the Transferred Entities to which they relate in the conduct of the Business as presently conducted (the Liens described in clauses (i) through (v) above, together with the Liens referred to in clauses (ii) through (viii) of Section 4.09(c), are hereinafter referred to collectively as “ Permitted Liens ”). This Section 4.08 does not relate to the Transferred Equity Interests, real property or interests in real property, Intellectual Property or Contracts, such items being the subjects of Section 4.03, Section 4.09, Section 4.10 and Section 4.11, respectively.

SECTION 4.09. Real Property. (a) Section 4.09(a) of the Seller Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of (i) all real property and interests in real property owned by Seller or any Affiliate of Seller (other than a Transferred Entity) and used solely in the operation or conduct of the Business or otherwise included in the Acquired Assets, (ii) all real property and interests in real property owned by a Transferred Entity and (iii) the name of the record title holder and a list of all Indebtedness secured by a Lien on each such real property or interest in real property in clause (i) or (ii) above (each such real property or interest in real property in clause (i) or (ii), individually, an “ Owned Property ”), except for such Owned Property that would not, in the aggregate, be material to the Business.

(b) Section 4.09(b) of the Seller Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of (i) all material real property and material interests in real property in which Seller or any Affiliate of Seller (other than a Transferred Entity) is a lessee, sublessee, licensee or occupant and that are used solely in the operation or conduct of the Business or otherwise included in the Acquired Assets and (ii) all material real property and material interests in real property leased by a Transferred Entity (each such real property or interest in real property in clause (i) or (ii), individually, a “ Leased Property ”), except for such Leased Property that would not, in the aggregate, be material to the Business.

(c) Seller, a Selling Affiliate or a Transferred Entity has good and insurable fee title to all Owned Property and good and valid title to the leasehold estates in all Leased Property, in each case free and clear of all Liens, except (i) Liens described in clauses (ii) through (iv) of Section 4.08, (ii) such Liens as are identified in Section 4.09(c) of the Seller Disclosure Schedule, (iii) leases, subleases and similar agreements set forth in Section 4.11(a)(v)(B) of the Seller Disclosure Schedule, (iv) Liens that may have been placed by any developer or other third party on Leased Property or on property over which Seller, a Selling Affiliate or a Transferred Entity has easement rights, together with any subordination or similar

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agreements relating thereto, (v) zoning and building codes and other similar Laws, orders, rules and regulations, (vi) any conditions that would be shown by a current, accurate survey, previously made available to Purchaser, of any Owned Property, (vii) recorded and/or unrecorded easements, covenants, rights-of-way and other similar restrictions and (viii) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation of the Transferred Real Property to which they relate as currently used or operated. None of the items set forth in clause (iii), (iv), (v) or (vi), individually or in the aggregate, materially impairs the continued use and operation of the Owned Property to which they relate in the operation or conduct of the Business as presently conducted.

(d) Seller has made available to Purchaser for review true and complete copies of each written lease, sublease, license or occupancy agreement in respect of a Leased Property (each, a “ Lease ”). Except for subleases or similar agreements identified in Section 4.11(a)(v)(B) of the Seller Disclosure Schedule, none of Seller, any Selling Affiliate or any Transferred Entity has subleased or granted any right to use and occupy all or any portion of the premises demised by any Lease to a third party. None of Seller, any Selling Affiliate or any Transferred Entity has collaterally assigned or granted a Lien (other than a Permitted Lien) in any Lease.

SECTION 4.10. Intellectual Property. (a) Seller or a Selling Affiliate owns, or as of the Closing Date will own, free and clear of all Liens (in each case, except to the extent the Transferred Intellectual Property may be licensed from third parties), all right, title and interest in and to the material Transferred Intellectual Property, and the consummation of the transactions contemplated hereby will not conflict with, alter or impair any such rights in any material respect. The Transferred Intellectual Property constitutes all material Intellectual Property owned by Seller or any Affiliate of Seller (other than a Transferred Entity) and used in the operation or conduct of the Business.

(b) The Transferred Entities own, or as of the Closing Date will own, free and clear of all Liens (in each case, except to the extent the Transferred Intellectual Property may be licensed from third parties), all right, title and interest in and to all material Intellectual Property owned, used, filed by or licensed to the Transferred Entities with respect to the Business (the “ Transferred Entity Intellectual Property ”), and the consummation of the transactions contemplated hereby will not conflict with, alter or impair any such rights in any material respect. Section 4.10(b) of the Seller Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of all registered or filed, as applicable, Transferred Entity Intellectual Property.

(c) As of the date of this Agreement, no claims are currently pending or, to the knowledge of Seller, the subject of a written threat received since January 1, 2007, against Seller or any of its Affiliates by any person (i) with respect to the ownership, validity, enforceability, effectiveness or use of any material Transferred Intellectual Property or Transferred Entity Intellectual Property or (ii) with respect to infringement, misappropriation, violation or misuse of any third-party Intellectual Property in the operation or conduct of the Business other than as disclosed in Section 4.10(c) of the Seller Disclosure Schedule.

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(d) None of Seller, any Selling Affiliate or any Transferred Entity has granted any material options, licenses or agreements relating to the Transferred Intellectual Property or Transferred Entity Intellectual Property, except non-exclusive implied licenses to end-users in the ordinary course of business. As of the date of this Agreement, none of Seller, any Selling Affiliate or any Transferred Entity is bound by or a party to any material options, licenses or agreements of any kind relating to the Intellectual Property of any other person, except for Transferred Intellectual Property that may be licensed from third parties and agreements relating to computer software licensed to Seller or its Affiliates in the ordinary course of business.

(e) For purposes of this Agreement, “ Intellectual Property ” means, without any geographic limitation, collectively:

(i) patents, patent applications and statutory invention registrations, together with all counterparts, reissues, divisions/divisionals, continuations, continuations-in-part, extensions, provisional or supplemental protection certificates, renewals and reexaminations thereof (collectively, “ Patents ”);

(ii) trademark registrations, trademark applications, servicemark registrations, servicemark applications and domain name registrations, together with all extensions and renewals thereof and all goodwill associated therewith (collectively, “ Trademarks ”);

(iii) copyright registrations and copyright applications, together with all extensions and renewals thereof (collectively, “ Copyrights ”);

(iv) unregistered service marks, brand names, trade names, trade dress, copyrights, logos, slogans, trade secrets and other proprietary information (collectively, “ Unregistered Intellectual Property ”); and

(v) Product Formulae, Manufacturing Knowhow and packaging specifications (collectively, the “ Technology ”);

provided that “Intellectual Property” shall not include the BMS Names.

SECTION 4.11. Contracts. (a) Section 4.11(a) of the Disclosure Schedule sets forth each Transferred Real Property Contract, each Transferred Contract and each Contract to which a Transferred Entity is a party or by which its assets or properties are bound, including Leases (a “ Transferred Entity Contract ”), in each case as of the date of this Agreement, that is:

(i) an employment agreement or employment contract that has an aggregate future liability in excess of $250,000 and is not terminable by Seller, such Selling Affiliate or such Transferred Entity, as applicable, by notice of not more than one hundred and eighty (180) days for a cost of less than $250,000 (excluding, for this purpose, any such employment agreement or contract which is required to be provided or is imposed under applicable Law);

(ii) an employee collective bargaining agreement or a written works council agreement, trade union agreement or other Contract with any labor organization, union or association;

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(iii) following Closing, (A) restrictive of the ability of the Business to engage in any line of business or to compete in any business or with any person in any geographic area, (B) a Contract that contains a provision for exclusivity or any similar requirement, (C) a Contract that contains a requirement of the Business to grant “most favored nation” pricing or terms or (D) restrictive of the ability of the Business to solicit or hire any person, in each case that materially impairs the operation of the Business as it is currently conducted;

(iv) a Contract with (A) either Seller or any Affiliate of Seller (other than another Transferred Entity) or (B) with any current or former officer, director or employee of Seller or any Affiliate of Seller (other than employment agreements, employment contracts and Benefit Plans); provided , however , that the foregoing shall be deemed not to include any Other Transaction Document or any Contract that will expire or be terminated at or prior to Closing that does not require after the Closing the payment of any money or performance of any obligation by Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities);

(v) (A) a Transferred Real Property Contract or a Lease which has an aggregate future liability to any person in excess of $1,000,000 and is not terminable by Seller, such Selling Affiliate or such Transferred Entity, as applicable, by notice of not more than one hundred and eighty (180) days for a cost of less than $1,000,000 or (B) a lease, sublease, license, occupancy agreement or similar agreement with any person under which Seller, a Selling Affiliate or a Transferred Entity is a lessor or sublessor of, or makes available for use by any person, any Owned Property or any Leased Property;

(vi) a lease, sublease, license or similar agreement with any person under which (A) Seller, a Selling Affiliate or a Transferred Entity is lessee of, or holds or uses, any machinery, equipment, vehicle, spare parts, furniture or other tangible personal property owned by any person or (B) Seller, a Selling Affiliate or a Transferred Entity is a lessor or sublessor of, or makes available for use by any person, any tangible personal property owned or leased by Seller, such Selling Affiliate or such Transferred Entity, in any such case which has an aggregate future liability or receivable, as the case may be, in excess of $1,000,000 and is not terminable by Seller, such Selling Affiliate or such Transferred Entity, as applicable, by notice of not more than one hundred and eighty (180) days for a cost of less than $1,000,000;

(vii) (A) a continuing Contract for the future purchase of materials, supplies or equipment or other assets or properties (other than purchase contracts and orders for inventory in the ordinary course of business) or (B) a management service, consulting, financial advisory or other similar type of Contract (including a financial advisory agreement with an investment bank) (other than Contracts for services in the ordinary course of business), in any such case which has an aggregate future liability to any person in excess of $1,000,000 and is not terminable by Seller, such Selling Affiliate or such Transferred Entity, as applicable, by notice of not more than one hundred and eighty (180) days for a cost of less than $1,000,000;

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(viii) a material license, option or other similar Contract relating in whole or in part to the Transferred Intellectual Property or Transferred Entity Intellectual Property (including any license or other agreement under which Seller, a Selling Affiliate or a Transferred Entity is licensee or licensor of any such Transferred Intellectual Property or Transferred Entity Intellectual Property);

(ix) a Contract under which Seller, a Selling Affiliate or a Transferred Entity has incurred any Indebtedness which, individually, is in excess of $1,000,000;

(x) a Contract under which Seller, a Selling Affiliate or a Transferred Entity has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any person, in any such case which, individually, is in excess of $1,000,000;

(xi) a material mortgage, pledge, security agreement, deed of trust or other instrument granting a Lien (other than a Permitted Lien) upon any Owned Property or Leased Property, which Lien is not set forth in Section 4.09(c) of the Seller Disclosure Schedule;

(xii) any other Contract to which Seller, a Selling Affiliate or a Transferred Entity is a party or by or to which it or any of its assets or business is bound or subject which has an aggregate future liability to any person in excess of $1,000,000 and is not terminable by Seller, such Selling Affiliate or a Transferred Entity, as applicable, by notice of not more than one hundred and eighty (180) days for a cost of less than $1,000,000;

(xiii) a Contract (including letters of intent) involving the future disposition or acquisition of material assets or properties of the Business in excess of $10,000,000 (other than sales or purchases of Inventory in the ordinary course of business), or any merger, consolidation or similar business combination transaction relating to the Business with a purchase price in excess of $10,000,000;

(xiv) a Contract involving a material joint venture, partnership, strategic alliance, co-marketing, co-promotion, co-packaging, joint development or similar agreement; or

(xv) a Contract involving a resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute in excess of $1,000,000.

(b) Each Contract set forth in Section 4.11(a) of the Seller Disclosure Schedule (or required to be set forth in Section 4.11(a) of the Seller Disclosure Schedule) is, as of the date of this Agreement, and will be as of the Closing Date (except for any such Contract that expires or is terminated at or prior to the Closing not in violation of this Agreement), valid, binding and in full force and effect and enforceable against Seller, the applicable Selling Affiliate, the applicable Transferred Entity and, to the knowledge of Seller, any other party to any such Contract with respect to any material term or provision of any such Contract, in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally, general principles of equity and the discretion of courts in granting equitable remedies and except to the

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extent that the failure of such Contract to be valid, binding and in full force and effect, individually or in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect. Seller, the Selling Affiliates and the Transferred Entities have performed all material obligations required to be performed by them under each Contract set forth in Section 4.11(a) of the Seller Disclosure Schedule (or required to be set forth in Section 4.11(a) of the Seller Disclosure Schedule) and are not (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder except to the extent that such failure to perform, breach or default, individually or in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect. To the knowledge of Seller, no other party to any Contract set forth in Section 4.11(a) of the Seller Disclosure Schedule (or required to be set forth in Section 4.11(a) of the Seller Disclosure Schedule) is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder, except to the extent that such breach or default, individually or in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect.

SECTION 4.12. Permits. (a) Section 4.12(a) of the Seller Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of (i) all material Transferred Permits and (ii) all material Permits held by the Transferred Entities for use in the operation or conduct of the Business (the “ Transferred Entity Permits ”). Seller or a Selling Affiliate, as applicable, validly holds and has complied with all the terms and conditions of each Transferred Permit, and each Transferred Entity validly holds and has complied with all the terms and conditions of each Transferred Entity Permit, except, in each case, for any such invalidity or non-compliance that, individually or in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect. Seller has delivered or made available to Purchaser for inspection a true and correct copy of each Transferred Permit and each Transferred Entity Permit. Each material Transferred Permit and each Transferred Entity Permit are in full force and effect. Any applications for the renewal of any such Transferred Permit or Transferred Entity Permit which are due prior to the Closing Date will be timely made or filed by Seller or the appropriate Selling Affiliate or Transferred Entity prior to the Closing Date. Since January 1, 2007, none of Seller, any Selling Affiliate or any Transferred Entity has received written notice of any suit, action or proceeding relating to the revocation, withdrawal, termination, modification or limitation of any Transferred Permit or Transferred Entity Permit the loss of which, individually or in the aggregate, would be reasonably likely to have a Seller Material Adverse Effect.

(b) Section 4.12(b) of the Seller Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of all Permits that are material for use solely in the operation or conduct of the Business but that are not held by Seller, a Selling Affiliate or any Transferred Entity.

SECTION 4.13. Litigation. Section 4.13 of the Seller Disclosure Schedule sets forth a list of all lawsuits, actions, arbitrations, claims, complaints or other proceedings (or, to the knowledge of Seller, any investigation) pending or, to the knowledge of Seller, threatened, as of the date of this Agreement, at Law or in equity, by or before any Governmental Entity or any other person in any way affecting or arising out of the operation of the Business or against a Transferred Entity or any of its properties, assets or rights or any Acquired Assets and which (a) involve a claim of, or which involve an unspecified amount which would reasonably be expected to result in a Liability of, more than $1,000,000, (b) seek any material injunctive relief

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affecting the Business or (c) seek to prohibit the Acquisition. To the knowledge of Seller, as of the date of this Agreement, none of Seller, any Affiliate of Seller or any Transferred Entity is a party or subject to or in default under any material Injunction of any Governmental Entity or arbitration tribunal applicable to the operation of the Business, a Transferred Entity or any Acquired Asset. This Section 4.13 does not relate to employee benefits or ERISA matters, which are the subject of Section 4.14, or employee or labor matters, which are the subject of Section 4.18.

SECTION 4.14. Benefit Plans. (a) Section 4.14(a) of the Seller Disclosure Schedule sets forth a list of each Benefit Plan that covers any Business Employee primarily based in the United States or Puerto Rico (the “ U.S. Benefit Plans ”). “ Benefit Plan ” means any of the following: an “employee pension benefit plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)), an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other plan, program, arrangement or agreement providing for severance or retention benefits, profit-sharing, fees, bonuses, stock options, stock appreciation, stock purchase or other stock-related rights, current compensation, incentive or deferred compensation, change-in-control benefits, vacation benefits, insurance, health or medical benefits, dental benefits, employee assistance programs, disability benefits, workers’ compensation benefits or post-employment or retirement benefits and any material fringe benefits (excluding any plans, programs or arrangements mandated by applicable Law) that is sponsored, maintained or contributed to, or required to be maintained or contributed to, or with respect to which Liability is borne, by Seller or its Affiliates for the benefit of any Business Employee. Seller has made available to Purchaser true and complete copies of the U.S. Benefit Plans (or, to the extent no such copy exists, a description of the material terms), summary plan descriptions and summaries of material modification for the U.S. Benefit Plans (if applicable) and the most recent Internal Revenue Service or Puerto Rico Department of Treasury (as applicable) determination letter or opinion letter related to the U.S. Benefit Plans (if applicable). Except as set forth in Section 4.14(a) of the Seller Disclosure Schedule, no U.S. Benefit Plan is sponsored or maintained by a Transferred Entity.

(b) Neither Seller nor any ERISA Affiliate of Seller has incurred any unsatisfied liability (other than Pension Benefit Guaranty Corporation (“ PBGC ”) premiums) to the PBGC or the Internal Revenue Service under Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that could result in the imposition of any liability on Purchaser or any of its ERISA Affiliates.

(c) Each U.S. Benefit Plan with respect to which Purchaser or any Affiliate of Purchaser could have any material Liability hereunder, including, without limitation, under Article IX, that covers any Business Employee has been and is being administered in all material respects in accordance with its terms and ERISA, the Code and all other applicable Laws. All the U.S. Benefit Plans that are intended to be qualified under Section 401(a) of the Code and/or Section 1165 of the Puerto Rico Internal Revenue Code of 1994, as amended (the “ PR Code ”), have received determination letters from the IRS and/or the Puerto Rico Department of Treasury to the effect that such U.S. Benefit Plans are qualified and the plans and trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code and/or Sections 1101 and 1165 of the PR Code, respectively, and no condition exists and no event has occurred that would reasonably be expected to result in the revocation of such letters.

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(d) Neither Seller nor any ERISA Affiliate of Seller nor any person appointed or otherwise designated to act on behalf of Seller or any ERISA Affiliate of Seller has engaged in any transactions in connection with any U.S. Benefit Plan that are reasonably expected to result in the imposition of material penalties pursuant to Section 502(i) of ERISA, material damages pursuant to Section 409 of ERISA or a material tax pursuant to Section 4975(a) of the Code that could result in the imposition of any material Liability on Purchaser or any of its ERISA Affiliates.

(e) Neither Seller nor any ERISA Affiliate of Seller has incurred any “withdrawal liability” within the meaning of Section 4201 of ERISA to any multiemployer plan within the meaning of Section 3(37) of ERISA.

(f) No compensation payable by Seller, any ERISA Affiliate of Seller or Purchaser or its Affiliates pursuant to Article IX to any employee, officer or director of the Transferred Entities or the Business under any existing contract, agreement or U.S. Benefit Plan (including by reason of the transactions contemplated hereby) would be nondeductible under Section 280G of the Code.

(g) Neither the execution of, nor consummation of, the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent event) constitute an event under any U.S. Benefit Plan that will or may result in any payment or provision of, acceleration of, vesting or increase in, any benefits (whether of severance pay or otherwise), with respect to any current or former employee, independent contractor, consultant, agent or director of the Seller or any Affiliate thereof, or any beneficiary thereof, with respect to which the Purchaser or its Affiliates may have any obligations or material Liability.

(h) No claim, litigation or administrative or other action, proceeding, audit, examination or investigation is pending or asserted, or, to the knowledge of Seller, threatened, anticipated or expected to be asserted with respect to any U.S. Benefit Plan or the assets of any such plan (other than routine claims for benefits arising in the ordinary course) that could result in the imposition of any material Liability on Purchaser or its ERISA Affiliates.

(i) Section 4.14(i) of the Seller Disclosure Schedule sets forth a list of each Benefit Plan maintained, or contributed to, by Seller or its Affiliates for the benefit of Business Employees primarily based outside of the United States and Puerto Rico (the “ Foreign Benefit Plans ”). Each Foreign Benefit Plan with respect to which Purchaser or its Affiliates (including the Transferred Entities) could have any material Liability has been operated in all material respects in compliance with its terms and with applicable Laws of the relevant jurisdiction in which such Foreign Benefit Plan is maintained. Each Foreign Benefit Plan with respect to which the Purchaser or its Affiliates may have any obligations or material liability that is intended to qualify for favorable tax benefits under the Laws of any jurisdiction is so qualified, and, to the knowledge of Seller, no condition exists and no event has occurred that would reasonably be expected to result in the loss or revocation of such status. All benefits, contributions and premiums relating to each Foreign Benefit Plan with respect to which the Purchaser or its Affiliates may have any obligations or material liability have been timely paid or made in material compliance with its terms and with applicable Laws and any related Contract. Seller has made available to Purchaser true and complete copies of the Foreign Benefit Plans. There

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are no pending promised or committed, whether legally binding or not, undertakings to create or terminate any new Foreign Benefit Plan or to make material improvements, increases or changes to any Foreign Benefit Plan, nor is there any pattern of ad hoc benefit increases under any Foreign Benefit Plan that may be enforceable against Purchaser or its Affiliates. All Foreign Benefit Plans with respect to which Purchaser or its Affiliates may have any Liability which provide benefits after termination of employment of a Transferred Employee, other than any pension plan, can be terminated upon reasonable notice without material Liability to Purchaser or its Affiliates. Neither the execution of, nor consummation of, the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent event) constitute an event under any Foreign Benefit Plan that will or may result in any payment or provision of, acceleration of, or vesting or increase in, any benefits (whether of severance pay or otherwise), with respect to any current or former employee, independent contractor, consultant, agent or director of Seller or any Affiliate thereof, or any beneficiary thereof, with respect to which the Purchaser or its Affiliates may have any obligations or material Liability. No claim, litigation or administrative or other action, proceeding, audit, examination or investigation is pending or asserted, or, to the knowledge of Seller, threatened, anticipated or expected to be asserted with respect to any Foreign Benefit Plan or the assets of any such plan (other than routine claims for benefits arising in the ordinary course) that could result in the imposition of any material Liability on Purchaser or any of its Affiliates.

SECTION 4.15. Absence of Changes or Events. (a) Since December 31, 2007, there have not been any facts, changes, developments, conditions, effects, events or occurrences that, individually or in the aggregate, have had or would reasonably be likely to have a Seller Material Adverse Effect.

(b) During the period since December 31, 2007 until the date of this Agreement, Seller has caused the Business to be conducted in all material respects in the ordinary course and none of Seller, any Selling Affiliate or any Transferred Entity has taken any action that, if taken after the date of this Agreement, would constitute a breach of any of the covenants set forth in Section 5.02(b) (other than clauses (vi), (ix), (xi), (xii), (xv) and (xvi) and other than clause (vii) solely with respect to Business Employees with a base salary less than $200,000) other than any actions that are permitted by this Agreement.

SECTION 4.16. Compliance with Applicable Laws. The Business is in compliance with all applicable Laws, including those relating to data integrity, human research subject protection, privacy of individually identifiable information, healthcare fraud and abuse prevention, occupational health and safety and the Act, and their state and foreign equivalents, except for instances of noncompliance that, individually or in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect. Since January 1, 2007, none of Seller, any Selling Affiliate or any Transferred Entity has received any written communication from a Governmental Entity that alleges that the Business or any Transferred Entity is in violation of any applicable Laws, except for any such violations that, individually or in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect. This Section 4.16 does not relate to matters with respect to Taxes, which are the subject of Section 4.07, employee benefit or ERISA matters, which are the subject of Section 4.14, or employee or labor matters, which are the subject of Section 4.18.

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SECTION 4.17. Environmental Matters. Seller has provided or otherwise made available to Purchaser certain environmental reports and other documents relating to the facilities and operations of Seller and its Affiliates (solely to the extent such reports relate to the Acquired Assets or to the Transferred Entities) which are identified in Section 4.17(i) of the Seller Disclosure Schedule (the “ Environmental Reports ”). Except as set forth in the Environmental Reports, and except, individually or in the aggregate, as would not be reasonably likely to have a Seller Material Adverse Effect, (a) Seller and the Selling Affiliates (in each case solely to the extent related to the Business and the Acquired Assets), the Acquired Assets and the Transferred Entities are in compliance with all applicable Environmental Laws, (b) Seller and the Selling Affiliates (in each case solely to the extent related to the Business and the Acquired Assets) and the Transferred Entities possess and are in compliance with all Transferred Environmental Permits required for the lawful operation and conduct of the Business as currently conducted (each of which is listed on Section 4.17(ii) of the Seller Disclosure Schedule and identified under the heading “Transferred Environmental Permits”), (c) none of Seller, any Selling Affiliate or any Transferred Entity has received since January 1, 2007, and prior to the date hereof, any written communication from a Governmental Entity that alleges that Seller, any Selling Affiliate or any Transferred Entity is in violation of any applicable Environmental Law in connection with the operation or conduct of the Business, the substance of which communication has not been resolved, or that it is a potentially responsible party under the Federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“ CERCLA ”) (in each case, solely to the extent related to the Acquired Assets or the Transferred Entities), and (d) there are no pending or, to the knowledge of Seller, threatened lawsuits, actions, arbitrations, claims, complaints or other proceedings against Seller, any Selling Affiliate or any Transferred Entity relating to non-compliance with applicable Environmental Laws or Transferred Environmental Permits, to exposure to Hazardous Materials (including any exposure of any Business Employee, Former Business Employee or former employee or independent contractor of the Transferred Entities or the Business to Hazardous Materials) or to a Release of Hazardous Material (in each case, solely to the extent related to the Acquired Assets or the Transferred Entities). Except as specifically provided in Section 4.02, the representations and warranties made in this Section 4.17 are Seller’s exclusive representations and warranties relating to environmental matters.

SECTION 4.18. Employee and Labor Matters. With respect to the Business and Business Employees, (a) there is not, and since January 1, 2007 there has not been, any material labor strike, work stoppage or lockout pending, or, to the knowledge of Seller, threatened, against Seller, any Selling Affiliate or any Transferred Entity, (b) to the knowledge of Seller, no material union organizational campaign is in progress and no question concerning representation exists respecting such Business Employees, (c) there are no pending material charges against Seller, any Selling Affiliate or any Transferred Entity or any Business Employee or former employee of Seller, any Selling Affiliate or any Transferred Entity before the Equal Employment Opportunity Commission or any state, local or foreign agency or other Governmental Entity responsible for the prevention of unlawful employment practices, (d) Seller has not received written notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct any material investigation and, to the knowledge of Seller, no such investigation is in progress, (e) Seller, the Selling Affiliates and the Transferred Entities are, and since January 1, 2007 have been, in compliance with all labor and employment Laws, rules and regulations applicable to Seller’s, any Selling Affiliate’s or any Transferred

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Entity’s Business or any Business Employee, including those relating to wages, hours, affirmative action, workplace safety or health, immigration, drug testing, equal employment opportunity, retaliation, whistleblowers and discrimination in employment, except for instances of noncompliance that, individually or in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect, (f) there is no unfair labor practice charge or complaint against Seller, any Selling Affiliate or any Transferred Entity in respect of Seller, any Selling Affiliate or any Transferred Entities’ Business pending or, to the knowledge of Seller, threatened before the National Labor Relations Board, any state or foreign labor relations board or any court or tribunal, except for any such charge or complaint that, individually or in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect, (g) except as set forth in Section 4.18 of the Seller Disclosure Schedule, there are no pending, or to the knowledge of Seller, threatened actions, arbitrations, administrative proceedings, charges, complaints or investigations that (A) in any way affect or arise out of the operations of the Business or against or affecting a Transferred Entity or any of its properties, assets or rights or any Acquired Assets, (B) involve the labor or employment relations of Seller, any Selling Affiliate or any Transferred Entity, and (C) individually or in the aggregate, have had or would reasonably be likely to have a Seller Material Adverse Effect, and (h) none of Seller, any Selling Affiliate or any Transferred Entity has been affected by any transaction or engaged in mass layoffs or employment terminations sufficient in number to trigger application of WARN or any similar foreign, state or local Law during the last one (1) year, and none of the Business Employees has suffered an “employment loss” (as defined in WARN and any similar Law) during the six (6) months prior to the date hereof.

SECTION 4.19. Sufficiency of Assets . Assuming (a) all consents, waivers, approvals, licenses, permits, orders, authorizations, registrations, declarations, filings or notifications required to be made or obtained in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents and the transactions contemplated hereby and thereby are so made or obtained and (b) Purchaser owns or forms legal entities in any necessary jurisdictions outside of the jurisdictions in which the Transferred Entities are organized and that such legal entities obtain such necessary corporate qualifications to do business in such jurisdictions, the Acquired Assets, the assets, rights and properties that will be owned or held by the Transferred Entities immediately following the Closing, and the assets and properties of which any Transferred Entity will be a lessee, sublessee or licensee immediately following the Closing, taken as a whole, will be sufficient in all material respects for the conduct of the Business immediately following the Closing in substantially the same manner as conducted immediately prior to the Closing, except that (x) Purchaser will not acquire any assets, rights or properties that are necessary for the provision of the services to be provided to Purchaser and the Transferred Entities hereunder and pursuant to the Other Transaction Documents or the provision of any other services provided by Seller or any of its Affiliates to the Business immediately prior to the Closing that will terminate as of the Closing, (y) Purchaser will not acquire the Excluded Assets and the Transferred Entities will not have Cash immediately following the Closing Date and (z) Purchaser will not acquire the BMS Names.

SECTION 4.20. Insurance . Seller maintains no third-party insurance policies with respect to the Business.

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SECTION 4.21. DISCLAIMER. PURCHASER ACKNOWLEDGES THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV OR IN ANY EXHIBIT, SCHEDULE OR CERTIFICATE DELIVERED BY SELLER OR ANY OF ITS AFFILIATES PURSUANT TO THIS AGREEMENT, NEITHER SELLER NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO THE BUSINESS, THE TRANSFERRED ENTITIES, THE ACQUIRED ASSETS, THE MANUFACTURE, DISTRIBUTION, MARKETING OR SALE OF THE PRODUCTS BY SELLER, THE SELLING AFFILIATES OR THE TRANSFERRED ENTITIES, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER, THE SELLING AFFILIATES AND THE TRANSFERRED ENTITIES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE BUSINESS, THE TRANSFERRED ENTITIES OR THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES AND (B) PURCHASER HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM SELLER OR ANY OTHER PERSON WITH RESPECT TO THE BUSINESS, THE TRANSFERRED ENTITIES, THE ACQUIRED ASSETS, THE MANUFACTURE, DISTRIBUTION, MARKETING OR SALE OF THE PRODUCTS BY SELLER, THE SELLING AFFILIATES AND THE TRANSFERRED ENTITIES, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER, THE SELLING AFFILIATES AND THE TRANSFERRED ENTITIES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE BUSINESS, THE TRANSFERRED ENTITIES OR THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES IN DETERMINING TO ENTER INTO THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV OR IN ANY EXHIBIT, SCHEDULE OR CERTIFICATE DELIVERED BY SELLER OR ANY OF ITS AFFILIATES PURSUANT TO THIS AGREEMENT. PURCHASER ACKNOWLEDGES THAT, SHOULD THE CLOSING OCCUR, PURCHASER SHALL ACQUIRE THE TRANSFERRED ENTITIES AND THE ACQUIRED ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV OR IN ANY EXHIBIT, SCHEDULE OR CERTIFICATE DELIVERED BY SELLER OR ANY OF ITS AFFILIATES PURSUANT TO THIS AGREEMENT.

ARTICLE V

Covenants of Seller

Seller covenants and agrees as follows:

SECTION 5.01. Access. From the date hereof to the Closing, Seller shall, and shall cause the Selling Affiliates and the Transferred Entities and each of their respective Representatives to, give Purchaser and its Representatives access, during normal business hours and upon reasonable advance notice, to personnel, Representatives, properties, books and records relating to the Business (other than the Excluded Assets and the Excluded Liabilities) and Seller shall, and shall cause the Selling Affiliates and the Transferred Entities and each of their respective Representatives to, furnish to Purchaser or its Representatives such financial and

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operating data and other information, as well as all information relating to commitments, contracts, titles and financial position, or otherwise pertaining to the Business, including inspection of properties, as such persons may reasonably request; provided , however , that such access (a) does not unreasonably disrupt the normal operations of Seller, the Selling Affiliates, the Transferred Entities or the Business; (b) would not be reasonably expected to violate any attorney-client privilege of Seller, the Selling Affiliates or the Transferred Entities or violate any applicable Law and (c) would not reasonably be expected to breach any duty of confidentiality owed to any person. whether the duty arises contractually, statutorily or otherwise; provided that Seller shall, and shall cause the Selling Affiliates and the Transferred Entities to, use commercially reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions on access set forth in clause (b) and this clause (c) apply. Such rights of access explicitly exclude any Phase II environmental investigations or any other intrusive or invasive sampling, including subsurface testing of soil, surfacewater or groundwater at any Owned Property or Leased Property. Any evaluation or investigation by Purchaser or its Representatives shall not affect the representations and warranties or covenants made by Seller in this Agreement, any Other Transaction Documents or in any certificate delivered pursuant to this Agreement or the remedies of Purchaser for breaches of those representations and warranties or covenants.

SECTION 5.02. Ordinary Conduct. (a) From the date hereof to the Closing, except as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise permitted by or not in violation of the terms of this Agreement, Seller shall, and shall cause the Selling Affiliates and the Transferred Entities to, cause the operations of the Business (including the working capital and capital expenditures) to be conducted in all material respects in the ordinary course in substantially the same manner as currently conducted and use commercially reasonable efforts to preserve in all material respects intact the present business organizations and preserve in all material respects its relationships with customers, suppliers and others having business dealings with the Business.

(b) From the date hereof to the Closing, except as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise expressly permitted by the terms of this Agreement, Seller shall not, and shall not permit any Selling Affiliate or any Transferred Entity to, do any of the following in connection with the Business or the Transferred Entities without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed):

(i) amend the Certificate of Incorporation, By-laws or other comparable governing documents of any Transferred Entity;

(ii) declare or pay or set aside any dividend or make any other distribution to the holders of equity interests in any Transferred Entity whether or not upon or in respect of any shares of its capital stock; provided , however , that (A) Purchaser acknowledges that the Transferred Entities may not maintain cash balances and, from time to time between the date hereof and the Closing Date, Seller and the Selling Affiliates may withdraw any cash balances of the Transferred Entities, (B) dividends and distributions of Cash may be made by the Transferred Entity to Seller and its Affiliates or to another Transferred Entity and (C) all intercompany balances owed by or to any Transferred Entities to or by Seller or any of its Affiliates (other than the Transferred Entities) may be satisfied;

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(iii) redeem or otherwise acquire, directly or indirectly, any equity interests in, or any other securities of, a Transferred Entity, or make any other change in the capital structure of any Transferred Entity or issue, authorize for issuance, sell or deliver (A) any equity interests in, or any other security or voting interest in, a Transferred Entity, (B) any option or warrant for, or any security convertible into, or exercisable or exchangeable for or evidencing the right to subscribe for or acquire, any equity interests in, or any other security or voting interest in, a Transferred Entity, (C) “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings to which any Transferred Entity is a party or by which any of them is bound (1) obligating any Transferred Entity to issue, deliver or sell, or cause to be issued, delivered or sold, additional units of its equity interests or any security convertible into, or exercisable or exchangeable for, any equity interest in any Transferred Entity or any Transferred Entity Voting Debt, or any other security or voting interest in any Transferred Entity, (2) obligating any Transferred Entity to issue, grant, extend or enter into any such option, warrant, security, right, unit, commitment, Contract, arrangement or undertaking or (3) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of the Transferred Equity Interests or (D) any Transferred Entity Voting Debt;

(iv) split, combine or reclassify any of the equity interests or any other security or voting interest in any Transferred Entity, or issue any other security in respect of, in lieu of or in substitution for the equity interests or any other security or voting interest in any Transferred Entity;

(v) loan, advance, invest or make any capital contribution to or in any person, other than (A) advances in the ordinary course of business or (B) loans, advances, investments or capital contributions to or in a Transferred Entity (which loans and advances will be cancelled prior to the Closing);

(vi) establish, adopt, amend or terminate any U.S. Benefit Plan or Foreign Benefit Plan or employee collective bargaining agreement, thrift, compensation or other plan, agreement, trust, fund, policy or arrangement covering any Business Employee if such adoption or amendment would result in new or increased costs to Purchaser on or after the Closing Date, except in the ordinary course of business or as required by applicable Law;

(vii) grant to any Business Employee any increase in base salary, wages, bonuses, incentive compensation, pension, severance or termination pay, except (A) in the ordinary course of business consistent with past practice, not exceeding the increases described in Section 5.02(b)(vii) of the Seller Disclosure Schedule, which sets forth the budgeted percentage increases in compensation and timing thereof by jurisdiction, (B) as may be required under Contracts, U.S. Benefit Plans, Foreign Benefit Plans, in each case, existing as of the date hereof, or applicable Law or (C) any increases for which Seller or its Affiliates shall be solely obligated, including providing Rule of 70 benefits under the Bristol-Myers Squibb Company R