STOCK AND ASSET PURCHASE AGREEMENT

EXHIBIT 2.1

Execution Copy

STOCK AND ASSET PURCHASE AGREEMENT

by and among

ENZO BIOCHEM, INC.

ENZO LIFE SCIENCES, INC.

BIOMOL INTERNATIONAL, INC.

AXXORA (UK) LTD.

BIOMOL INTERNATIONAL, L.P.,

BIOFINITI, L.L.C.,

BIOMOL RESEARCH LABORATORIES, INC.,

MAMHEAD HOLDING CO., LLC,

ROBERT E. ZIPKIN, PH.D.

IRA M. TAFFER, PH.D.

PAUL W. SHEPPARD, PH.D.

and

IAN M. VARNDELL, PH.D.

Dated: As of May 8, 2008

STOCK AND ASSET PURCHASE AGREEMENT

TABLE OF CONTENTS

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EXHIBITS

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STOCK AND ASSET PURCHASE AGREEMENT

           This Stock and Asset Purchase Agreement, dated as of May 8, 2008, is by and among ENZO BIOCHEM, INC., a New York corporation (“ Parent ”), ENZO LIFE SCIENCES, INC., a New York corporation and a wholly owned subsidiary of Parent (“ Buyer ”), BIOMOL INTERNATIONAL, INC., a New York corporation and a wholly owned subsidiary of Buyer (“ Buyer’s U.S. Affiliate ”), AXXORA (UK) LTD., a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of Buyer (“ Buyer’s U.K. Affiliate ”, and together with Parent, Buyer and Buyer’s U.S. Affiliate, the “ Buyer Parties ”), BIOMOL INTERNATIONAL, L.P., a Pennsylvania limited partnership (“ Seller ”), BIOFINITI, L.L.C., a Pennsylvania limited liability company and the general partner of Seller (“ Biofiniti ”), BIOMOL RESEARCH LABORATORIES, INC., a Pennsylvania corporation and a special limited partner of Seller (“ Biomol Research ”), MAMHEAD HOLDING CO., LLC, a Delaware limited liability company and a special limited partner of Seller (“ Mamhead ”), ROBERT E. ZIPKIN, PH.D., a Pennsylvania resident and an individual limited partner of Seller (“ Zipkin ”), IRA M. TAFFER, PH.D., a Pennsylvania resident and an individual limited partner of Seller (“ Taffer ”), PAUL W. SHEPPARD, PH.D., an English resident and an individual limited partner of Seller (“ Sheppard ”), and IAN M. VARNDELL, PH.D., an English resident and an individual limited partner of Seller (“ Varndell ”). Each of Biofiniti, Biomol Research, Mamhead, Zipkin, Taffer, Sheppard and Varndell are sometimes hereinafter referred to individually as a “ Partner ” and collectively as the “ Partners ”. The Partners and Seller are sometimes hereinafter referred to individually as a “ Seller Party ” and collectively the “ Seller Parties ”. The Buyer Parties and the Seller Parties are collectively referred to herein as the “ Parties .”

RECITALS

           A.      Seller directly owns all of the outstanding Capital Stock (as defined below) of Affiniti Limited, a private limited company incorporated under the laws of England and Wales (“ Affiniti ”), which, in turn, directly owns all of the outstanding Capital Stock of Affiniti Research Products Limited, a private limited company incorporated under the laws of England and Wales (“ Affiniti Research ” and, together with Affiniti, the “ Affiniti Companies ”).

           B.      The Seller Parties and the Affiniti Companies are engaged in the Business (as defined below), which is composed of assets and liabilities that are currently part of, owned by or licensed to one or more of the Seller Parties and the Affiniti Companies.

           C.      Seller desires to sell, transfer, assign, convey and deliver to Buyer’s U.K. Affiliate, and Buyer’s U.K. Affiliate desires to purchase and acquire, all of the Capital Stock of Affiniti owned by Seller, representing 100% of the outstanding Capital Stock of Affiniti (the “ Affiniti Shares ”), all upon the terms and subject to the conditions set forth in this Agreement.

           D.      The Seller Parties desire to sell, transfer, assign, convey and deliver to Buyer’s U.S. Affiliate, and Buyer’s U.S. Affiliate desires to purchase and acquire, all of the rights, title and interests of the Seller Parties in and to the Assets (as defined below), other than the Assets of the Affiniti Companies, all upon the terms and subject to the conditions set forth in this Agreement.

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AGREEMENT

           NOW THEREFORE, in consideration of the mutual benefits to be derived from this Agreement and of the representations, warranties, covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I.
DEFINITIONS

           1.1      Defined Terms . As used herein, the terms below shall have the following meanings. Any of such terms, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference.

           “ Accrued Employee Vacation Pay ” shall mean all vacation pay in respect of vacation time which has been earned or accrued by the Rehired Employees (i) during the year ended December 31, 2007, solely to the extent such vacation time does not exceed the maximum allowable vacation time permitted to be carried over from the year ended December 31, 2007 to the year ending December 31, 2008 under the terms of Seller’s Benefit Arrangements relating to vacation pay in effect as of December 31, 2007, and (ii) on a prorated basis for the period from January 1, 2008 and ending on the Closing Date, solely to the extent such vacation pay does not exceed the maximum allowable amounts that may be earned or accrued by the Rehired Employees on a prorated basis prior to the Closing Date (on the basis of a 365-day calendar year) under the terms of Seller’s Benefit Arrangements relating to vacation pay in effect as of December 31, 2007, and, with respect to each of clauses (i) and (ii) above, (1) solely to the extent such vacation pay amounts are accurately set forth in reasonable detail on Schedule 1.1(i) hereto, (2) excluding all vacation pay in respect of Zipkin, Taffer, Sheppard and Varndell and (3) excluding all vacation pay in respect of vacation time actually utilized by the Rehired Employees prior to the Closing.

           “ Action ” shall mean any action, claim, suit, litigation, proceeding (judicial or administrative), labor dispute, mediation, arbitral action, governmental audit, inquiry, criminal prosecution, investigation or unfair labor practice, charge or complaint.

           “ Affiliate ” shall have the meaning set forth in Rule 12b-2 under the Exchange Act and, with respect to Seller, shall mean each of the Partners and the Affiniti Companies.

           “ Affiniti Financial Statements ” shall mean the statutory unaudited financial statements of Affiniti for the year ended 31 December 2007, consisting of (i) the Affiniti directors’ report for the year ended 31 December 2007 in accordance with the special provisions of Part VII of the Companies Act 1985, as amended, (ii) the Affiniti balance sheet as at 31 December 2007, and the related directors’ statements required by Section 249B(4) of the Companies Act 1985, as amended, and (iii) the notes to the statutory unaudited financial statements of Affiniti for the year ended 31 December 2007.

           “ Affiniti Research Financial Statements ” shall mean (i) the statutory unaudited financial statements of Affiniti Research for the year ended 31 December 2007, consisting of (A) the

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Affiniti Research directors’ report for the year ended 31 December 2007 in accordance with the special provisions of Part VII of the Companies Act 1985, as amended, (B) the Affiniti Research profit and loss account for the year ended 31 December 2007, (C) the Affiniti Research balance sheet as at 31 December 2007, and the related directors’ statements required by Section 249B(4) of the Companies Act 1985, as amended, and (D) the notes to the statutory unaudited financial statements of Affiniti Research for the year ended 31 December 2007, (ii) the Affiniti Research detailed trading profit and loss account for the year ended 31 December 2007 and (iii) the Affiniti Research distribution costs and administrative expenses for the year ended 31 December 2007.

           “ Affiniti Tax Reserve ” shall mean Liabilities which are set forth or reserved for on the Most Recent Balance Sheet for Taxes accrued for the pre-Closing portion of the taxable year in which the Closing occurs, but which are not yet due and payable.

           “ Ancillary Agreements ” shall mean all agreements, documents, certificates and instruments being or to be executed and delivered by the Parties under this Agreement or in connection herewith, including the Bill of Sale, the Assignments and Assumption of Leases, the Assignment and Assumption of Assumed Contracts, one or more Intellectual Property and Domain Name Assignments, the Escrow Agreement and the Employment Agreements, the forms of which are attached hereto as Exhibits.

           “ Assets ” shall mean all of the right, title and interest in and to the business, properties, assets and rights of every kind, nature and description, whether tangible or intangible, real, personal or mixed, known or unknown, and constituting, or used or useful in connection with, or related to, the Business owned by Seller, any other Seller Party or either of the Affiniti Companies or in which Seller, any other Seller Party or either of the Affiniti Companies has any direct or indirect interest, including all of the right, title and interest of the Seller Parties and the Affiniti Companies in and to the following, but excluding therefrom the Excluded Assets:

                     (a)      all trade accounts receivable and other rights to payment owed to any Seller Party or either of the Affiniti Companies or to the Business and all other accounts or notes receivable (whether current or noncurrent), refunds, security deposits, deferred charges, prepayments, advance payments or prepaid expenses (including any prepaid rents and prepaid insurance premiums) of any Seller Party or either of the Affiniti Companies, together with, in each case, the full benefit of all security interests of any Seller Party or either of the Affiniti Companies therein and all claims, remedies and other rights related to the foregoing;

                     (b)      all Assumed Contracts;

                     (c)      all Leases;

                     (d)      all Leasehold Estates;

                     (e)      all Leasehold Improvements;

                     (f)      all Fixtures and Equipment;

                     (g)      all Inventory;

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                     (h)      all Books and Records;

                     (i)      all Proprietary Rights relating to or used in the Business;

                     (j)      all Permits that under applicable Regulations may be assigned to Buyer or one of its Affiliates;

                     (k)      all IT Assets;

                     (l)      all available supplies, sales literature, promotional literature, customer, supplier and distributor lists, art work, display units, telephone and fax numbers and purchasing records related to the Business;

                     (m)      all rights under or pursuant to all warranties, representations and guarantees made by suppliers in connection with the Assets or services furnished to any of the Seller Parties or either of the Affiniti Companies pertaining to the Business or affecting the Assets;

                     (n)      all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind, against any Person, including any liens, security interests, pledges or other rights to payment or to enforce payment in connection with products delivered by any of the Seller Parties or either of the Affiniti Companies on or prior to the Closing Date;

                     (o)      all rights to the name(s) associated with the Business, including “BIOMOL” and “BRLI”; and

                     (p)      all goodwill relating to the Business and the Assets.

           “ Assumed Contracts ” shall mean all of the Contracts to which any Seller Party is a party that are either (a) listed on Schedule 2.2(b) or (b) constitute outstanding customer purchase orders for amounts less than $50,000.

           “ Balance Sheet ” shall mean the combined balance sheet of Seller at the date indicated thereon, together with the notes thereon.

           “ Balance Sheet Date ” shall mean December 31, 2007.

           “ Books and Records ” shall mean all books and records of the Seller Parties and the Affiniti Companies relating to the Assets, the Business or the Affiniti Companies, including (a) all records and lists of the Seller Parties and the Affiniti Companies pertaining to the Assets, (b) all records, lists and files pertaining to the Business, customers, suppliers or personnel of the Seller Parties and the Affiniti Companies, (c) all product, business and marketing plans of the Seller Parties and the Affiniti Companies and (d) all books, ledgers, files, reports, plans, data, manuals, drawings, and operating records of every kind maintained by the Seller Parties or either of the Affiniti Companies, including in each case all computer software and data in computer readable and/or human readable form used to maintain such Books and Records together with the media on which such software and data are stored and all documentation related thereto, but excluding all of the Excluded Records.

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           “ Business ” shall mean the business of the Seller Parties and the Affiniti Companies of researching, developing, manufacturing, distributing, marketing and selling specialty immunological and biochemical reagent products and services for use in the life sciences research industry.

           “ Business Day ” shall mean a day other than Saturday, Sunday or any other day on which commercial banks are authorized or required to close in New York, New York.

           “ CAA ” shall mean the United Kingdom Capital Allowances Act 2001, as amended.

           “ Capital Stock ” shall mean shares or interests (however designated and whether equity or voting) of capital stock of a corporation, any and all equivalent ownership or equity interests in a Person (other than a corporation) and any and all warrants, options or other securities exercisable or exchangeable for, or convertible into, any of the foregoing.

           “ Code ” shall mean the United States Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder.

           “ Contract ” shall mean any agreement, contract, note, bond, loan, evidence of indebtedness, purchase order, sales order, letter of credit, mortgage, indenture, security or pledge agreement, franchise agreement, undertaking, practice, covenant not to compete, employment agreement, license, instrument, deed of trust, obligation or commitment to which any Seller Party or either of the Affiniti Companies is a party or by which any Seller Party, either of the Affiniti Companies or any of the Assets is bound and which relates to the Business, the Assets, the Affiniti Companies or the Capital Stock of the Affiniti Companies (including the Affiniti Shares), whether oral, written or implied, but excluding all Leases.

           “ Copyrights ” shall mean registered copyrights, copyright applications, unregistered copyrights, copyrightable works, mask works and mask work rights, including all rights of authorship, use, publication, reproduction, distribution, performance, transformation, moral rights and rights of ownership of copyrightable and mask works, all copyrights in website content and in packaging and advertising materials used in the Business, and all rights to register and obtain renewals and extensions of registrations, together with all other interests accruing by reason of international copyright treaties.

           “ Court Order ” shall mean any judgment, decision, consent decree, injunction, ruling or order of any federal, state, local or foreign court or governmental agency, department or authority that is binding on any Person or its property under applicable law.

           “ Default ” shall mean (a) a breach of or default under any Contract or Lease, (b) the occurrence of an event that with the passage of time or the giving of notice or both would constitute a breach of or default under any Contract or Lease, or (c) the occurrence of an event that with or without the passage of time or the giving of notice or both would give rise to a right of, or result in, termination, suspension or acceleration under or of any Contract or Lease.

           “ Disclosure Schedule ” shall mean the disclosure schedule executed and delivered by the Seller Parties to the Buyer Parties and dated as of the date hereof which sets forth the exceptions to and the disclosures required by the representations and warranties contained in Article IV

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hereof and certain other information called for by this Agreement. Unless otherwise specified, each reference in this Agreement to any numbered schedule is a reference to that numbered schedule which is included in the Disclosure Schedule.

           “ Domain Names ” shall mean all URL registrations for Internet websites.

           “ Encumbrance ” shall mean any claim, lien, pledge, option, charge, easement, security interest, deed of trust, mortgage, right-of-way, encroachment, building or use restriction, conditional sales agreement, encumbrance or other right of third parties, whether voluntarily incurred or arising by operation of law, and includes any agreement to give any of the foregoing in the future, and any contingent sale or other title retention agreement or lease in the nature thereof.

           “ Environment ” shall mean the air, surface water, ground water or soil.

           “ Environmental Liabilities ” shall mean all Liabilities for or pertaining to the use, generation, storage, transportation, disposal or release into the Environment of, or human exposure to, any Hazardous Substance, and any violation of an Environmental Law (as defined in Section 4.27), and include Liabilities for remediation, toxic torts, worker health and safety-related matters, medical monitoring, and natural resource damages.

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

           “ Event ” shall mean any act, omission, arrangement, transaction or other event, including the execution of this Agreement, the Closing, any Person ceasing or having ceased to be a member of any group for United Kingdom Tax purposes or associated with any other Person for any Tax purpose, ceasing to carry on an active trade or business, any change in the residence of any Person, the winding-up or dissolution of any Person, and the death of any natural person.

           “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

           “ Excluded Assets ” shall mean:

                     (a)      all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind of any Seller Party, against any Person, including any liens, security interests, pledges or other rights to payment or to enforce payment, in each case to the extent related to or arising from the Excluded Liabilities or any other Excluded Asset;

                     (b)      all insurance, warranty and condemnation proceeds with respect to damage, non-conformance of or loss insofar as they relate to any Excluded Liability or any other Excluded Asset;

                     (c)      all Excluded Contracts;

                     (d)      all Permits that under applicable Regulations may not be assigned to Buyer or one of its Affiliates;

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                     (e)      all Excluded Records;

                     (f)      all assets of the Employee Plans of any Seller Party (other than assets of the Employee Plans maintained by the Affiniti Companies);

                     (g)      all cash and cash equivalents held by any Seller Party or either of the Affiniti Companies (either directly or in accounts with any banking or similar institution), including the Closing Payment paid to Seller at the Closing pursuant to Section 2.4(b);

                     (h)      all Shares delivered to Seller at the Closing pursuant to Section 2.4(a); and

                     (i)      all refunds or credits of Taxes due any Seller Party by reason of its ownership of the Assets or the operation of the Business to the extent attributable to any taxable period ending on or prior to the Closing Date.

           “ Excluded Contracts ” shall mean:

                     (a)      all employment, severance, retention, termination, change-in-control or similar agreements or arrangements, whether oral, written or implied, between any Seller Party and any Person, including Contracts (A) to employ or terminate executive officers or other personnel of any Seller Party and other contracts with present or former officers, directors, general partners, limited partners, managers, members, employees or consultants of any Seller Party or (B) that will result in the payment by, or the creation or acceleration of any Liability to pay on behalf of, any Buyer Party or Seller Party of any severance, termination, retention, “stay-put”, change-in-control, “golden parachute” or other similar payments to any present or former personnel of any Seller Party following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement;

                     (b)      all labor or union contracts between any Seller Party and any Person;

                     (c)      all Contracts (including any buy-sell and cross-indemnity agreements) solely between Seller Parties or between Seller Parties and their respective Affiliates (other than the Affiniti Companies);

                     (d)      this Agreement and the Ancillary Agreements and the rights of the Seller Parties thereunder, as well as any Seller Party’s rights and interests in and to all correspondence and documents, including confidentiality agreements, entered into by one or more Buyer Parties or any of their respective Affiliates for the benefit of any Seller Party in connection with the sale of the Business;

                     (e)      all Employee Plans of the Seller Parties (other than all Employee Plans maintained by the Affiniti Companies);

                     (f)      all Insurance Policies of the Seller Parties (other than all Insurance Policies of which either of the Affiniti Companies is the policy holder); and

                     (g)      all promissory notes, loans, agreements, credit facilities, indentures, evidences of indebtedness, letters of credit, guarantees, or other similar instruments relating to an

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obligation to pay money, between any Seller Party, on the one hand, and any other Person (including any Representative of any Seller Party), on the other hand, or between Seller Parties, whether any Seller Party shall be the borrower, lender or guarantor thereunder or whereby any Assets or the Capital Stock of the Affiniti Companies (including the Affiniti Shares) are pledged, including the Seller’s Revolving Demand Note and the Seller’s Term Note.

           “ Excluded Records ” shall mean any and all of the following: (i) minute books, ownership records, personnel records (other than the minute books and stock books of the Affiniti Companies and the personnel records relating to the Rehired Employees and all of the employees of the Affiniti Companies), Tax Returns and related Tax records and files of the Seller Parties, and other documents relating to the organization, maintenance and existence of (A) Seller as a limited partnership entity (including Seller’s certificate of limited partnership and limited partnership agreement and all limited partnership interests and other ownership records relating to or evidencing the ownership of limited partnership interests in Seller), (B) Biofiniti and Mamhead as limited liability company entities (including their respective certificate of formation and limited liability company operating agreement and all limited liability company interests and other ownership records relating to or evidencing the ownership of limited liability company interests in either Biofiniti or Mamhead) and (C) Biomol Research as a corporate entity (including Biomol Research’s certificate of incorporation and bylaws and all shareholder records relating to or evidencing the ownership of Capital Stock in Biomol Research) and (ii) any Seller Party’s rights and interests in all information, files, records, data, plans, contracts and recorded knowledge related to or used in connection with the Business, in each case set forth in clause (i) and (ii) above only to the extent that any of the foregoing (1) relate solely to the Excluded Assets, (2) relate to the Excluded Assets and can be easily separated from the Assets and are privileged or are otherwise subject to third party privacy rights, including materials that are protected by the attorney-client privilege or attorney work product doctrine, and only to the extent such do not relate to the Assets, the Business, the Assumed Liabilities, the Affiniti Companies or the Capital Stock of any of the Affiniti Companies or (3) are solely written materials that a Seller Party is required by law to retain and of which Seller shall have provided a copy to Buyer.

           “ Financial Statements ” shall mean the Seller’s (i) combined Balance Sheet dated December 31, 2007, and the related combined statements of income and comprehensive income, of partners’ capital (deficiency) and of cash flows for the year ended December 31, 2007, together with the notes thereto, and (ii) combining supplementary information for the year ended December 31, 2007.

           “ Fixtures and Equipment ” shall mean all of the furniture, fixtures, furnishings, machinery, automobiles, trucks, spare parts, supplies, equipment, tooling, molds, patterns, dies, computer hardware, spare parts and other tangible personal property owned by any Seller Party or either of the Affiniti Companies and used in connection with the Business, wherever located and including any such Fixtures and Equipment in the possession of any of the Seller Parties’ or the Affiniti Companies’ suppliers, including all warranty rights with respect thereto.

           “ Governmental Consents ” shall mean all consents, approvals, authorizations, Permits or waivers of, declarations or notices to, and filings and registrations with, all domestic or foreign public, governmental or regulatory bodies or authorities that are (a) required in connection with

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the execution, delivery and performance by any Seller Party of this Agreement and the consummation of the transactions contemplated by this Agreement or (b) necessary to enable the Buyer Parties to conduct the Business after the Closing Date substantially in the same manner as the Business was conducted by the Seller Parties and the Affiniti Companies before the Closing Date.

           “ ICTA ” means the United Kingdom Income and Corporation Taxes Act 1988, as amended.

           “ Income Taxes ” means any United States federal, state or local, United Kingdom or foreign Tax based on or measured by reference to net income (including gains and capital gains), any alternative minimum Tax, and any interest, penalty or addition thereto, whether disputed or not.

           “ Insurance Policies ” shall mean the insurance policies related to the Assets, the Business or its employees listed on Schedule 4.21 .

           “ Inventory ” shall mean all of the inventory held for sale by the Seller Parties and the Affiniti Companies and all of the raw materials, work in process, finished products, wrapping, supply and packaging items and similar items with respect to the Business held by the Seller Parties and the Affiniti Companies, in each case wherever the same may be located.

           “ IT Assets ” shall mean all computers, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment (including any such assets as may be used to support any electronic information and ordering web-based or virtual platform) owned by any Seller Party or either of the Affiniti Companies and used in connection with the Business, wherever located, and all associated documentation.

           “ ITEPA ” means the United Kingdom Income Tax (Earnings and Pensions) Act 2003, as amended.

           “ Leased Real Property ” shall mean all real property leased or licensed to Seller or either of the Affiniti Companies, or to which Seller or either of the Affiniti Companies has any other rights, under the Leases.

           “ Leasehold Estates ” shall mean all of Seller’s, Affiniti’s or Affiniti Research’s (as applicable) rights and obligations as lessee under the Leases.

           “ Leasehold Improvements ” shall mean all leasehold improvements situated in or on the Leased Real Property and owned by any Seller Party or either of the Affiniti Companies.

           “ Leases ” shall mean all of the existing leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, with respect to real property to which Seller or either of the Affiniti Companies is a party or by which Seller, either of the Affiniti Companies or any of the Assets is bound.

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           “ Liabilities ” shall mean any direct or indirect liability, indebtedness, obligation, commitment, expense, claim, deficiency, guaranty or endorsement of or by any Person of any type, whether accrued, absolute, contingent, matured, unmatured or other.

           “ Most Recent Balance Sheet ” shall mean the Balance Sheet as of the Balance Sheet Date.

           “ ordinary course of business ” or “ ordinary course ” or any similar phrase shall mean the usual and ordinary course of the Business and consistent with Seller’s past custom and practice (including with respect to nature, scope, magnitude, quantity and frequency).

           “ Parent Common Stock ” shall mean the Common Stock, par value $0.01 per share, of Parent.

           “ Parent Material Adverse Effect ” shall mean any change, event, development or effect that is or could reasonably be expected to be, individually or in the aggregate, materially adverse to (i) the financial condition, business, properties, results of operations, assets, Liabilities or operations of Parent and its Subsidiaries, taken as a whole, other than any change, event, development or effect resulting from or relating to (a) United States or global economic conditions (to the extent Parent is not disproportionately affected), (b) any change in the industries in which Parent and its Subsidiaries operate or any industries the products of which are sold by Parent or any of its Subsidiaries (to the extent Parent is not disproportionately affected), (c) any change in laws or accounting standards, principles or interpretations of general application (to the extent Parent is not disproportionately affected), or (d) any decrease in the market price of the Parent Common Stock, in and of itself, or (ii) the ability of any of the Buyer Parties to consummate the transactions contemplated by this Agreement or to timely perform any of their respective obligations under this Agreement.

           “ Parent Share Price ” shall mean the volume-weighted average closing price per share of Parent Common Stock as reported on the New York Stock Exchange composite tape for the ten (10) consecutive trading-day period ending on the second (2 ^nd ) trading day immediately prior to the Closing Date.

           “ Patents ” shall mean all patents and patent applications (including utility patents, utility models, design patents, certificates of invention and applications for certificates of invention and related priority rights) and registered design and registered design applications and all rights in connection therewith in any country, and including all provisional applications, substitutions, continuations, continuations-in-part, divisions, renewals, reissues, re-examinations and extensions thereof.

           “ PBGC ” shall mean the Pension Benefit Guaranty Corporation.

           “ Permits ” shall mean all licenses, permits, franchises, approvals, authorizations, consents or orders of, or filings with, any governmental authority, whether foreign, federal, state or local, or any other Person, necessary or desirable for the past or present conduct of, or relating to the operation of the Business (including those issued or required under Environmental Laws and those relating to the occupancy or use of owned or leased real property).

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           “ Permitted Encumbrances ” shall mean (a) Encumbrances which in the aggregate are not substantial in amount and do not materially detract from the value or transferability of the property or assets subject thereto or interfere with the present use thereof, (b) Encumbrances provided for in, or arising out of, any Assumed Contract and not related to any indebtedness for borrowed money, (c) the Leasehold Estates, (d) as to any Leased Real Property, any Encumbrances which arise out of or are described in the related Leases, and (e) such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced, and for which assessments or other charges are not yet due and payable or are due but not delinquent or due but being contested in good faith by appropriate proceedings: (i) statutory liens for Taxes, assessments or other governmental charges not yet due and payable; (ii) materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar liens imposed by Regulations arising in the ordinary course of business securing obligations that are not overdue for a period of more than thirty (30) calendar days; and (iii) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations.

           “ Person ” shall mean any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company, trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.

           “ Proprietary Rights ” shall mean all Copyrights, Domain Names, Patents, Trademarks, technology rights and licenses, IT Assets (including any source or object codes therefor or documentation relating thereto), trade secrets, franchises, know-how, inventions reduced to practice, technology, designs, proprietary information, specifications (including manufacturing and operating specifications), formulae, technical data, plans, drawings and other intellectual property rights and intangible assets owned by any Seller Party or either of the Affiniti Companies or used by any Seller Party or either of the Affiniti Companies in the Business, and including all rights (whether at law, in equity, by Contract or otherwise) to use or otherwise exploit any of the foregoing.

           “ Regulations ” shall mean all laws, statutes, ordinances, regulations, rules, notice requirements, court decisions, agency guidelines, principles of law and orders of any federal, state, local or foreign government and any other governmental department or agency, including Environmental Laws, energy, motor vehicle safety, public utility, zoning, building and health codes, occupational safety and health and laws respecting employment practices, employee documentation, terms and conditions of employment and wages and hours.

           “ Representative ” shall mean any officer, director, general partner, limited partner, member, manager, principal, agent, employee or other representative.

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

           “ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations thereunder.

           “ Seller Material Adverse Effect ” shall mean any change, event, development or effect that is or could reasonably be expected to be, individually or in the aggregate, materially adverse

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to (i) the financial condition, business, properties, results of operations, assets, Liabilities or operations of the Affiniti Companies, the Business, the Assets or the Assumed Liabilities, other than any change, event, development or effect resulting from or relating to (a) United States or global economic conditions (to the extent the Affiniti Companies, the Business, the Assets or the Assumed Liabilities are not disproportionately affected), (b) any change in the industry in which the Business is operated or any industry the products of which are sold by the Business (to the extent the Affiniti Companies, the Business, the Assets or the Assumed Liabilities are not disproportionately affected), or (c) any change in laws or accounting standards, principles or interpretations of general application (to the extent the Affiniti Companies, the Business, the Assets or the Assumed Liabilities are not disproportionately affected) or (ii) the ability of any of the Seller Parties to consummate the transactions contemplated by this Agreement or to timely perform any of their respective obligations under this Agreement.

           “ Seller’s Knowledge” or “ To the Knowledge of Seller ” or other terms of similar import means the actual knowledge of any of Robert E. Zipkin, Ph.D., Ira M. Taffer, Ph.D., Paul W. Sheppard, Ph.D. and Ian M. Varndell, Ph.D., after reasonable inquiry of all employees of the Seller Parties and the Affiniti Companies who could reasonably be expected to have knowledge or information with respect to the matter in question.

           “ Seller’s Revolving Demand Note ” shall mean the Revolving Demand Note, dated May 24, 2004, in the principal amount of $500,000 made by Seller in favor of Citizens Bank of Pennsylvania.

           “ Seller’s Term Note ” shall mean the Term Note, dated August 23, 2005, in the principal amount of $500,000 made by Seller in favor of Citizens Bank of Pennsylvania.

           “ Subsidiary ” shall mean, with respect to any Person, any corporation, partnership, limited partnership, joint venture, limited liability company or other business entity (a) of which Capital Stock having ordinary voting power for the election of a majority of the directors, managers, general partner or other member(s) of its governing body (other than Capital Stock having such power only by reason of the happening of a contingency) are at the time beneficially owned by such Person or (b) the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

           “ Tax ” or “ Taxes ” shall mean any United States federal, state or local, United Kingdom or foreign or other tax, levy, impost, fee, assessment or other government charge, including income, estimated income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, customs duties, capital stock, franchise, profits, withholding, social security (or similar, including FICA), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimates, or other tax of any kind whatsoever, and any premium, including interest, penalties and additions in connection therewith.

           “ Tax Return ” shall mean any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

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           “ TCGA ” means the United Kingdom Taxation of Chargeable Gains Act 1992, as amended.

           “ Third Party Consents ” shall mean all consents, approvals, authorizations, Permits, estoppels, or waivers of, declarations or notices to, and filings and registrations with, all Persons that are required for the valid assignment to Buyer or one of its Affiliates of all Assumed Contracts, Leases and Permits under this Agreement.

           “ Trademarks ” shall mean registered trademarks, registered service marks, trademark and service mark applications, trade names and applications for trade names, unregistered trademarks and service marks, slogans and trade dress.

           1.2      Other Defined Terms . The following terms shall have the meanings defined for such terms in the Sections set forth below:

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ARTICLE II.
PURCHASE AND SALE OF AFFINITI SHARES AND ASSETS

           2.1      Transfer of Affiniti Shares and Assets .

                     (a)      Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer’s U.K. Affiliate, and Buyer’s U.K. Affiliate shall purchase, acquire and accept from Seller, all of the Affiniti Shares together with all rights, title and interests in, to and under the Affiniti Shares (including the right to receive all dividends and other distributions declared, paid or made in respect thereof at or after the Closing), free and clear of all Encumbrances. At the Closing, the Seller shall deliver to Buyer certificate(s) evidencing the Affiniti Shares, accompanied by powers of attorney and share transfer forms, duly executed by Seller, in favor of the Buyer’s U.K. Affiliate and sufficient to duly transfer the Affiniti Shares and all rights, title and interests in, to and under the Affiniti Shares to Buyer’s U.K. Affiliate, free and clear of all Encumbrances. Each Seller Party hereby waives all rights of preemption over the Affiniti Shares, whether conferred by the articles of association of Affiniti or otherwise.

                     (b)      Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties will sell, convey, transfer, assign and deliver to Buyer’s U.S. Affiliate, and Buyer’s U.S. Affiliate shall purchase, acquire and accept from the Seller Parties, all of the Seller Parties’ right, title and interest in, to and under the Assets, other than the Assets of the Affiniti Companies, free and clear of all Encumbrances other than Permitted Encumbrances. For the avoidance of doubt, all of the right, title and interest in, to and under the Assets of the Affiniti Companies shall be sold, conveyed, transferred, assigned and delivered to Buyer’s U.K. Affiliate, free and clear of all Encumbrances other than Permitted Encumbrances, by operation of law through the sale, conveyance, transfer, assignment and delivery of the Affiniti Shares to Buyer’s U.K. Affiliate, free and clear of all Encumbrances, pursuant to and in accordance with the provisions of Section 2.1(a) above.

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           2.2      Assumption of Liabilities . Upon the terms and subject to the conditions contained in this Agreement, at the Closing, Buyer or one of its Subsidiaries shall assume the following, and only the following, Liabilities of Seller (individually, an “ Assumed Liability ” and collectively, the “ Assumed Liabilities ”):

                     (a)             the trade accounts payable and accrued liabilities of Seller (other than intercompany accounts payable and accrued liabilities between or among any Seller Parties or the Affiniti Companies or accrued liabilities in respect of any present or former employees of any Seller Party, provided that the Accrued Employee Vacation Pay shall be so assumed hereunder) specifically set forth on the Closing Net Asset Value Statement, solely to the extent relating to the Business and incurred in the ordinary course of business as of the Closing Date, and in an amount not to exceed the amount set forth for such Liabilities on the Closing Net Asset Value Statement;

                     (b)       all Liabilities accruing, arising out of, or relating to events or occurrences happening from and after the Closing under the Assumed Contracts and the Lease set forth on Schedule 2.2(b) , but not including any Liability for any Default under any such Assumed Contract or Lease occurring prior to the Closing;

                     (c)             all Liabilities to the extent accruing, arising out of, or relating to events or occurrences happening from and after the Closing insofar as they relate to the ownership or operation of the Business or the ownership, use or operation of the Assets from and after the Closing; and

                     (d)             all Liabilities for Taxes, other than Income Taxes, relating to the Business for the periods or portions thereof from and after the Closing Date (other than for certain Transfer Taxes as provided in Section 2.7 below).

           2.3      Excluded Liabilities .

                     (a)             Notwithstanding any other provision of this Agreement, the Buyer Parties shall not assume, or otherwise be responsible for, any Liabilities of the Seller Parties, other than the Assumed Liabilities expressly assumed by Buyer or one of its Affiliates specified in Section 2.2, whether liquidated or unliquidated, or known or unknown, and whether arising out of occurrences prior to, at or after the date hereof (the “ Excluded Liabilities ”), which Excluded Liabilities include the following:

                               (i)             whether or not the affected Persons are hired by Buyer or one of its Affiliates, all Liabilities whatsoever (whether arising under Regulation or Contract) to or in respect of any present or former officers, directors, general partners, limited partners, managers, members, employees, consultants or Affiliates of any Seller Party, including all Liabilities in connection with (A) any employment, severance, retention, termination, change-in-control or similar contract, agreement or arrangement, whether oral, written or implied, between any Seller Party and any Person or the termination by any Seller Party of the employment of any Person, (B) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted prior to the Closing

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against any Seller Party or is based on acts or omissions of any Seller Party which occurred prior to the Closing and (C) any salaries, wages, vacation or sick pay, other paid time off, severance pay, termination pay, retention pay, “golden parachute” or other similar payments, overtime, bonuses (including retention, “stay-put”, change-in-control or similar bonuses), other incentive compensation, commissions, expense reimbursement, or any stock option, equity or equity-based compensation or any other compensation that was earned, accrued, or relates to any period prior to the Closing with respect to any present or former officers, directors, general partners, limited partners, managers, members, employees or consultants of any Seller Party (other than the Accrued Employee Vacation Pay which is expressly an Assumed Liability pursuant to Section 2.2(a)), or that becomes payable by any Seller Party as a result of the Closing;

                               (ii)             all Liabilities under or relating to all Employee Plans at any time maintained, contributed to or required to be contributed to by any Seller Party or any ERISA Affiliate, or under which any Seller Party or any ERISA Affiliate has or may incur Liability (other than the Accrued Employee Vacation Pay which is expressly an Assumed Liability pursuant to Section 2.2(a)), or any contributions, benefits or Liabilities therefor, or any Liability with respect to any Seller Party’s or any ERISA Affiliate’s withdrawal or partial withdrawal from or termination of any Employee Plan;

                               (iii)             all Liabilities arising out of or related to the Excluded Assets, including the Excluded Contracts (to the extent not otherwise covered in clauses (i) and (ii) of this Section 2.3(a)), and all Liabilities arising out of or related to any other Contract to which any Seller Party is a Party that is not expressly an Assumed Contract;

                               (iv)             all Liabilities of any Seller Party for Income Taxes, whether or not relating to the Business and whether or not incurred prior to the Closing;

                               (v)       all Liabilities for Taxes, other than Income Taxes, relating to the Business for the periods or portions thereof ending prior to the Closing Date, including any such Taxes which are not due or assessed until after the Closing Date but which relate to the periods or portions thereof ending prior to the Closing Date (other than for certain Transfer Taxes as provided in Section 2.7 below);

                               (vi)             all Liabilities arising from any injury to or death of any Person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products designed, manufactured, assembled, sold, distributed, delivered, installed or repaired, or from services performed, by or on behalf of any Seller Party or any other Person prior to the Closing;

                               (vii)             all Liabilities of any Seller Party arising out of or related to any Action against or involving any Seller Party or any Action which adversely affects the Assets and which shall have been asserted prior to the Closing or to the extent the basis of which shall have arisen prior to the Closing;

                               (viii)             all Liabilities of any Seller Party resulting from entering into, performing its or his obligations pursuant to or consummating the transactions contemplated by,

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this Agreement (including all Liabilities of the Seller Parties pursuant to Section 9.4 hereof) and the Ancillary Agreements;

                               (ix)             all Liabilities of any Seller Party related to or arising from the ownership or operation of the Business by the Seller Parties or the ownership, use or operation of the Assets by the Seller Parties at any time prior to the Closing;

                               (x)             all Liabilities of any Seller Party for any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing and which constitutes, or which by the lapse of time or delivery of notice (or both) would constitute, a breach or default under any Assumed Contract, Lease or Permit or a violation of the requirements of any governmental authority or agency or of the rights of any Person;

                               (xi)             all Liabilities of any Seller Party relating to the following: (a) indebtedness for borrowed money, including Liabilities evidenced by promissory notes, loans, credit facilities, indentures, letters of credit, guarantees, or other similar instruments relating to an obligation to pay money, between any Seller Party, on the one hand, and any other Person (including any Representative of any Seller Party), on the other hand, including the Seller’s Revolving Demand Note and the Seller’s Term Note, or between Seller Parties, (b) obligations to pay the deferred purchase price of property or services, except for trade accounts payable that are specifically Assumed Liabilities under Section 2.2(a), (c) obligations as lessee under capitalized leases, (d) indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property, (e) guarantees of the obligations of any other Person and (f) guarantees of any of the foregoing;

                               (xii)             all Environmental Liabilities of any Seller Party, including (a) all existing Environmental Liabilities, (b) all Environmental Liabilities arising from acts, omissions, events or occurrences which occurred prior to the Closing and (c) all Environmental Liabilities arising out of or relating to the ownership of the Assets, the operation of the Business, the transportation or disposal of Hazardous Materials, or the leasing or operation of any Leased Real Property prior to the Closing; and

                               (xiii)             all Liabilities of any Seller Party to another Seller Party or to any of their respective Affiliates.

                     (b)             Except as expressly set forth in Section 2.2 above, the Parties agree that the Buyer Parties shall not be the successor to the Seller Parties. The Seller Parties shall remain responsible for, and shall retain, pay, perform and discharge, the Excluded Liabilities.

           2.4      Consideration

                     (a)      Purchase Price . Upon the terms and subject to the conditions contained in this Agreement, as consideration for the sale, transfer, assignment, conveyance and delivery of the Affiniti Shares and the Assets and in full payment therefor, Parent and Buyer shall pay or cause to be paid to Seller (the “ Purchase Price ”): (i) $15,000,000 in cash (the “ Cash Payment ”), subject to adjustment as set forth in Section 2.5, (ii) an aggregate of 352,113 restricted (within the meaning of Rule 144 under the Securities Act) shares of Parent Common Stock (the

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“ Shares ”), which aggregate number of Shares is equal to $3,000,000 divided by the Parent Share Price (rounded up to the nearest whole share), and (iii) the Earn-Out Payments, if any, and Buyer’s U.S. Affiliate shall assume the Assumed Liabilities as provided in Section 2.2.

                     (b)      Closing Payment . At the Closing, upon the terms and subject to the conditions set forth herein, (i) Buyer shall deliver or cause to be paid to Seller an amount in cash (such amount, the “ Closing Payment ”) equal to the Cash Payment less the Adjustment Holdback Amount less the Indemnification Holdback Amount less the Seller Secured Indebtedness, by wire transfer of immediately available funds to an account designated by Seller prior to the date of this Agreement and (ii) Parent shall deliver to Seller a stock certificate representing the Shares.

                     (c)      The “ Adjustment Holdback Amount ” shall be an amount equal to $550,000 and the “ Indemnification Holdback Amount ” shall be an amount equal to $1,500,000.

                     (d)      On the Closing Date, Buyer and Seller shall enter into the escrow agreement (the “ Escrow Agreement ”), substantially in the form of Exhibit E hereto, with RBS Citizens, National Association, as escrow agent (the “ Escrow Agent ”). In accordance with the terms of the Escrow Agreement, at the Closing, Buyer shall deposit by wire transfer the Adjustment Holdback Amount and the Indemnification Holdback Amount into two separate accounts (the “ Adjustment Escrow Account ” and the “ Indemnity Escrow Account ,” respectively) to be managed and paid out by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement. Seller shall bear all of the fees and cost reimbursements payable to the Escrow Agent under the Escrow Agreement.

                     (e)       The Parties agree that the total consideration, as determined for United States Tax purposes, paid for the Assets will be allocated to such Assets in the manner agreed upon by Buyer and Seller in good faith and set forth on a schedule to be prepared by Buyer and Seller as promptly as practicable following the Closing in accordance with Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of state, local and foreign law, as appropriate. Such schedule shall set forth the Assets, the Assumed Liabilities, the allocation with respect to the various Assets and the allocation with respect to the Affiniti Shares. Such allocation shall be revised for any adjustments to the total consideration paid under this Agreement as necessary, including for any Adjustment Amount determined in accordance with Section 2.5 hereof, as mutually agreed by Seller and Buyer. Except as otherwise required by law, the Parties will file all United States Tax Returns and information reports in a manner consistent with such allocation and which gives effect to any Adjustment Amount determined in accordance with Section 2.5 hereof; provided , however , that nothing contained in this Agreement shall prevent Parent, Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such purchase price allocation, and none of Parent, Buyer and Seller shall be required to litigate before any court, any proposed deficiency or adjustment by any taxing authority challenging such purchase price allocation. The Parties will promptly inform one another of any challenge by any governmental authority to any allocation made in accordance with this Section 2.4(e), and the Parties agree to consult and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge. In any proceeding related to

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the determination of any Taxes, none of the Parties shall contend or represent that such allocation is not a correct allocation.

           2.5      Purchase Price Adjustment

                     (a)       Estimated Closing Net Asset Value . The Parties agree that, on the Closing Date, the Net Asset Value of the Business should be $3,286,748 (the “ Estimated Closing Net Asset Value ”). “ Net Asset Value ,” as used herein, shall mean the value of the Assets less the Assumed Liabilities, each determined in accordance with generally accepted accounting principles in the United States (“ GAAP ”) consistent with the Financial Statements and in accordance with Schedule 2.5(a) (collectively, the “ Accounting Standards ”); provided , however , that for purposes of this Section 2.5, the value of the Assets shall be reduced on a dollar-for-dollar basis by the amount of any prepayments, advance payments or prepaid expenses (including any prepaid rents and prepaid health insurance premiums) relating to any post-Closing period actually paid by a Seller Party (but not with respect to either of the Affiniti Companies) and included in the Assets that Buyer shall reimburse to Seller pursuant to the last sentence of Section 9.1.

                     (b)      Closing Net Asset Value Statement . As soon as practicable following the Closing Date, but in any event within forty-five (45) days thereafter, Seller shall prepare and deliver to Buyer a working draft of (i) an unaudited statement setting forth the Assets and Assumed Liabilities of Seller as of the Closing Date, which shall be prepared in accordance with the Accounting Standards and (ii) Seller’s calculation of Seller’s Net Asset Value as of the Closing Date based on such draft unaudited statement, which shall also be prepared in accordance with the Accounting Standards. As soon as practicable following Buyer’s receipt of such working draft unaudited statement and Seller’s calculation of Seller’s Net Asset Value as of the Closing Date in accordance with the immediately preceding sentence, but in any event within thirty (30) days thereafter, the Buyer shall prepare and deliver to Seller (i) an unaudited statement setting forth the Assets and Assumed Liabilities of Seller as of the Closing Date (the “ Closing Net Asset Value Statement ”), which shall be prepared in accordance with the Accounting Standards and (ii) the Buyer’s calculation of Seller’s Net Asset Value as of the Closing Date based on the Closing Net Asset Value Statement, which shall also be prepared in accordance with the Accounting Standards (the “ Closing Net Asset Value ”). At Buyer’s request, Seller (i) shall assist, and shall cause its Affiliates and each of their respective Representatives to assist, Buyer and its Representatives in the preparation of the Closing Net Asset Value Statement, (ii) shall provide Buyer and its Representatives with all information reasonably requested by them in connection therewith, including schedules of accounts receivable aging, accounts payable, accrued liabilities, Inventory and Fixtures and Equipment (net of depreciation and amortization expense), and a schedule of all prepayments, advance payments or prepaid expenses (including any prepaid rents and prepaid insurance premiums), in each case as of the Closing Date, and (iii) shall give Buyer and its representatives access, during normal business hours and upon reasonable notice, to Seller’s personnel, properties, books and records for such purpose. Without limiting the generality of the foregoing, for purposes of the valuation of Inventory as of the Closing Date, the Parties hereby acknowledge and agree that Buyer shall conduct a physical count of the Inventory at each location where the Inventory is located not later than five (5) Business Days after the Closing Date, Buyer shall utilize valuation methods, procedures and pricing schedules consistent with those utilized by Seller in preparing the Most

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Recent Balance Sheet, and Seller shall assist, and shall cause its Affiliates and each of their respective Representatives to assist, Buyer and its Representatives in connection therewith.

                     (c)      Disputed Adjustment Amount. The Closing Net Asset Value Statement and Closing Net Asset Value shall be final, binding and conclusive unless Seller notifies Buyer in writing of any disagreement therewith (a “ Purchase Price Objection Notice ”) within ten (10) days after its receipt thereof, specifying (i) those items as to which there is disagreement and (ii) a reasonably detailed description of the basis, nature, dollar amount and extent of the dispute or disagreement. If Seller does not deliver a Purchase Price Objection Notice within such period, then within five (5) Business Days after the expiry of such period the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(e) . If Seller does deliver a Purchase Price Objection Notice within such period, then for a period of thirty (30) days from the date of delivery of the Purchase Price Objection Notice, Buyer shall afford Seller and its Representatives with reasonable access during normal business hours to the financial records of Buyer so as to enable their review of the Closing Net Asset Value Statement and Closing Net Asset Value. Seller and Buyer shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Seller and Buyer are unable to resolve all disputes reflected in the Purchase Price Objection Notice within thirty (30) days after the date of delivery of the Purchase Price Objection Notice (or such longer period as Buyer and Seller may mutually agree upon) (the “ Purchase Price Resolution Period ”), then Seller and Buyer shall jointly select an independent auditor of recognized national standing (the “ Accounting Firm ”) to resolve any remaining disagreements. Buyer and Seller shall use their reasonable best efforts to cause the Accounting Firm to make its determination within sixty (60) days of accepting its selection. The determination by the Accounting Firm shall be final, binding and conclusive on the Parties and shall not be appealable. Seller and Buyer shall deliver to the Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Accounting Firm to the extent available to Seller, Buyer and their Representatives. Seller and Buyer shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided , however , that no such presentation or discussion shall occur without the presence of a Representative of both Seller and Buyer. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm and shall be limited in scope as to whether: (i) the Closing Net Asset Value Statement and Closing Net Asset Value were prepared in accordance with the Accounting Standards and (ii) there were any mathematical errors in the calculation of the Closing Net Asset Value Statement and Closing Net Asset Value. Upon resolution by the Accounting Firm to its satisfaction of all such disputed matters, the Accounting Firm shall cause to be prepared and shall deliver to Seller and Buyer a final Closing Net Asset Value Statement setting forth the Closing Net Asset Value as of the Closing Date, and the date of such delivery by the Accounting Firm shall be deemed the date on which the Closing Net Asset Value Statement and Closing Net Asset Value shall become final, binding and conclusive. Within five (5) Business Days after the date the Closing Net Asset Value Statement and Closing Net Asset Value shall become final, binding and conclusive in accordance with this Section 2.5(c), the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(e) . The fees and expenses of the Accounting Firm shall be borne by Buyer and Seller in proportion to the amount of the disputed item with respect to which such Party’s claim was unsuccessful.

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                     (d)      Final Adjustment Amount . The “ Adjustment Amount ” shall be an amount equal to the Estimated Closing Net Asset Value minus the Closing Net Asset Value.

                     (e)      Release of Adjustment Holdback Amount .

                               (i)             If the Adjustment Amount is equal to or greater than zero, but less than the Adjustment Holdback Amount, the Escrow Agent shall pay to Buyer from the Adjustment Escrow Account the Adjustment Amount, together with all interest and other amounts earned thereon, and shall pay to Seller the balance of the Adjustment Holdback Amount, together with all interest and other amounts earned thereon (less all fees, costs and expenses due and payable by Seller to the Escrow Agent), which amounts shall be paid by the Escrow Agent in accordance with the procedures set forth in the Escrow Agreement. If the Adjustment Amount is equal to or greater than zero and equals or exceeds the Adjustment Holdback Amount, the Escrow Agent shall pay to Buyer the entire Adjustment Holdback Amount, together with all interest and other amounts earned thereon, and shall pay to Buyer from the Indemnification Holdback Amount an amount equal to the Adjustment Amount less the Adjustment Holdback Amount (without reference and without giving effect to any limitations set forth in Section 9.4(f)), together with all interest and other amounts earned thereon, which amounts shall be paid by the Escrow Agent in accordance with the procedures set forth in the Escrow Agreement.

                               (ii)       If the Adjustment Amount is a negative number, the Escrow Agent shall pay to Seller the entire Adjustment Holdback Amount, together with all interest and other amounts earned thereon (less all fees, costs and expenses due and payable by Seller to the Escrow Agent), which amount shall be paid by the Escrow Agent in accordance with the procedures set forth in the Escrow Agreement. Notwithstanding anything in this Agreement to the contrary, if the Adjustment Amount is a negative number, the Purchase Price shall not be adjusted as a result thereof and none of the Buyer Parties shall be required to make or cause to be made any payments to any of the Seller Parties in respect thereof, except for the payment to Seller of the entire Adjustment Holdback Amount in accordance with the immediately preceding sentence.

                               (iii)             For the avoidance of doubt, all interest and other amounts earned under the Escrow Agreement on the Adjustment Holdback Amount in the Adjustment Escrow Account shall be paid to Seller, on the one hand, and/or to Buyer, on the other hand, in proportion to the total amount of the Adjustment Holdback Amount paid to such Party as above provided.

           2.6      Earn-Out . Following the Closing Date, Parent and Buyer agree to make additional payments to Seller upon the terms and subject to the conditions of this Section 2.6 (together, the “ Earn-Out Payments ”), for each of (i) the one-year period from and including May 1, 2008 through and including April 30, 2009 (the “ First Earn-Out Period ”) and (ii) the one-year period from and including May 1, 2009 through and including April 30, 2010 (the “ Second Earn-Out Period ” and, together with the First Earn-Out Period, the “ Earn Out-Periods ”), which Earn-Out Payments, if any, will be paid to Seller in accordance with Section 2.6(d) below.

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                     (a)      Earn-Out Payment . The Earn-Out Payment for each Earn-Out Period, if any, shall become due and payable to Seller as follows:

                               (i)             Subject to subsection (iii) of this Section 2.6(a), if (A) the Adjusted Business Net Sales for the First Earn-Out Period exceed $11,421,217 (such amount being equal to 106% of the Business Net Sales for Seller’s fiscal year ended December 31, 2007, rounded to the nearest dollar) and (B) the Business EBITDA for the First Earn-Out Period exceeds $1,650,000, Parent and Buyer shall cause to be paid to Seller an Earn-Out Payment equal to $2,500,000 (the “ First Earn-Out Payment ”), payable to Seller in accordance with Section 2.6(d) below.

                               (ii)             Subject to subsection (iii) of this Section 2.6(a), if (A) the Adjusted Business Net Sales for the Second Earn-Out Period exceed $12,067,701 (such amount being equal to 112% of the Business Net Sales for Seller’s fiscal year ended December 31, 2007, rounded to the nearest dollar) and (B) the Business EBITDA for the Second Earn-Out Period exceeds $1,900,000, Parent and Buyer shall cause to be paid to Seller an Earn-Out Payment equal to $2,500,000 (the “ Second Earn-Out Payment ”), payable to Seller in accordance with Section 2.6(d) below.

                               (iii)             Notwithstanding the provisions of subsection (i) of this Section 2.6(a), with respect to the First Earn-Out Period, if (A) the Adjusted Business Net Sales for the First Earn-Out Period do not exceed $11,421,217 but are equal to or exceed $11,121,217 (such shortfall being hereinafter referred to as the “ First Earn-Out Period ABNS Shortfall ”) and/or (B) the Business EBITDA for the First Earn-Out Period does not exceed $1,650,000 but is equal to or exceeds $1,575,000 (such shortfall being hereinafter referred to as the “ First Earn-Out Period Business EBITDA Shortfall ”), Parent and Buyer shall cause to be paid to Seller the First Earn-Out Payment, payable to Seller in accordance with Section 2.6(d) below; provided , however , that notwithstanding the provisions of subsection (ii) of this Section 2.6(a), with respect to the Second Earn-Out Period, the Second Earn-Out Payment shall not become due and payable to Seller unless: (1) the Adjusted Business Net Sales for the Second Earn-Out Period exceed an amount equal to the sum of (x) $12,067,701 plus (y) an amount equal to the First-Earn Out Period ABNS Shortfall, if any, and (2) the Business EBITDA for the Second Earn-Out Period exceeds an amount equal to the sum of (x) $1,900,000 plus (y) an amount equal to the First Earn-Out Period Business EBITDA Shortfall, if any, in which case Parent and Buyer shall cause to be paid to Seller the Second Earn-Out Payment, payable to Seller in accordance with Section 2.6(d) below.

                     (b)       Earn-Out Statement; Unaudited Interim Statements . Within seventy-five (75) days after the end of each Earn-Out Period, Buyer shall calculate the Adjusted Business Net Sales, the Business Net Sales and Business EBITDA for such Earn-Out Period and shall deliver to Seller a report setting forth in reasonable detail the amount of Adjusted Business Net Sales, Business Net Sales and Business EBITDA for such Earn-Out Period. Each written report delivered to Seller shall be accompanied by documentation appropriate to support the calculation of Adjusted Business Net Sales, Business Net Sales and Business EBITDA for such Earn-Out Period. Each written report and the accompanying back-up documentation for any Earn-Out Period are collectively referred to herein as the “ Earn-Out Statement ”. The Earn-Out Statement shall be used for purposes of determining whether the Earn-Out Payment is to be made to Seller

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in accordance with Section 2.6(a) above. Within sixty (60) days after the end of each fiscal quarter of Buyer during the Earn-Out Periods, Buyer shall prepare and deliver to Seller unaudited interim statements of income for such fiscal quarter for each of Buyer’s U.S. Affiliate and Buyer’s U.K. Affiliate.

                     (c)      Disputed Earn-Out Statement . The Earn-Out Statement for any Earn-Out Period shall be final, binding and conclusive unless Seller notifies Buyer in writing of any disagreement therewith (an “ Earn-Out Objection Notice ”) within ten (10) days after its receipt thereof, specifying (i) those items as to which there is disagreement and (ii) a reasonably detailed description of the basis, nature, dollar amount and extent of the dispute or disagreement. If Seller does deliver an Earn-Out Objection Notice within such period, then for a period of thirty (30) days from the date of delivery of the Earn-Out Objection Notice, Buyer shall afford Seller and its Representatives with reasonable access during normal business hours to the financial records of Buyer so as to enable their review of the Earn-Out Statement. Seller and Buyer shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Seller and Buyer are unable to resolve all disputes reflected in the Earn-Out Objection Notice within thirty (30) days after the date of delivery of the Earn-Out Objection Notice (or such longer period as Buyer and Seller may mutually agree upon) (the “ Earn-Out Resolution Period ”), then Seller and Buyer shall request the Accounting Firm to resolve any remaining disagreements. Buyer and Seller shall use their reasonable best efforts to cause the Accounting Firm to make its determination within sixty (60) days of accepting its selection. The determination by the Accounting Firm shall be final, binding and conclusive on the Parties and shall not be appealable. Seller and Buyer shall deliver to the Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Accounting Firm to the extent available to Seller, Buyer and their Representatives. Seller and Buyer shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided , however , that no such presentation or discussion shall occur without the presence of a Representative of both Seller and Buyer. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm and shall be limited in scope as to whether: (i) the Earn-Out Statement was derived from the books and records of Parent and Buyer, in conformity with GAAP, consistent with the consolidated financial statements included in the Parent SEC Reports, and (ii) there were any mathematical errors in the calculation of the Adjusted Business Net Sales, the Business Net Sales and/or the Business EBITDA for the Earn-Out Period. Upon resolution by the Accounting Firm to its satisfaction of all such disputed matters, the Accounting Firm shall cause to be prepared and shall deliver to Seller and Buyer a final Earn-Out Statement setting forth the Adjusted Business Net Sales, the Business Net Sales and/or the Business EBITDA for the Earn-Out Period, and the date of such delivery by the Accounting Firm shall be deemed the date on which the Earn-Out Statement and the Adjusted Business Net Sales, the Business Net Sales and/or the Business EBITDA for the Earn-Out Period shall become final, binding and conclusive. The fees and expenses of the Accounting Firm shall be borne by Buyer and Seller in proportion to the amount of the disputed item with respect to which such Party’s claim was unsuccessful.

                     (d)      Payment of Earn-Out Payment . For each Earn-Out Period, Parent and Buyer shall pay to Seller the Earn-Out Payment due and payable in accordance with Section 2.6(a), if any, as follows:

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                               (i)             With respect to the First Earn-Out Period, Parent and Buyer shall pay to Seller, on or before the fifth (5 ^th ) Business Day following the date that the Earn-Out Statement in respect of the First Earn-Out Period becomes final, binding and conclusive in accordance with Section 2.6(c) above (the date on which such payment is made being referred to as the “ First Earn-Out Period Payment Date ”), the First Earn-Out Payment (if such First Earn-Out Payment shall become due and payable to Seller under the terms of Section 2.6(a)) . Such First Earn-Out Payment, if any, shall be payable in such combination of cash and restricted (within the meaning of Rule 144 under the Securities Act) shares of Parent Common Stock as Parent and Buyer may determine in their discretion; provided , however , that in no event shall more than 50% of such First Earn-Out Payment be paid in shares of Parent Common Stock. For purposes of determining the aggregate number of shares of Parent Common Stock to be issued as the stock portion of such First Earn-Out Payment, if any, such number of shares shall be equal to (x) the dollar amount of such First Earn-Out Payment to be paid in shares of Parent Common Stock (such dollar amount not to exceed $1,250,000) divided by (y) 95% of the volume-weighted average closing price per share of Parent Common Stock as reported on the New York Stock Exchange composite tape for the ten (10) consecutive trading-day period ending on the second (2 ^nd ) trading day immediately prior to the First Earn-Out Period Payment Date (rounded up to the nearest whole share). The cash portion of such First Earn-Out Payment, if any, shall be equal to (x) $2,500,000 minus (y) the dollar amount of such First Earn-Out Payment to be paid in shares of Parent Common Stock (if any), and shall be paid by wire transfer of immediately available funds to an account designated by Seller prior to the First Earn-Out Period Payment Date.

                               (ii)             With respect to the Second Earn-Out Period, Parent and Buyer shall pay to Seller, on or before the fifth (5 ^th ) Business Day following the date that the Earn-Out Statement in respect of the Second Earn-Out Period becomes final, binding and conclusive in accordance with Section 2.6(c) above (the date on which such payment is made being referred to as the “ Second Earn-Out Period Payment Date ”), the Second Earn-Out Payment (if such Second Earn-Out Payment shall become due and payable to Seller under the terms of Section 2.6(a)) . Such Second Earn-Out Payment, if any, shall be payable in such combination of cash and restricted (within the meaning of Rule 144 under the Securities Act) shares of Parent Common Stock as Parent and Buyer may determine in their discretion; provided , however , that in no event shall more than 50% of such Second Earn-Out Payment be paid in shares of Parent Common Stock. For purposes of determining the aggregate number of shares of Parent Common Stock to be issued as the stock portion of such Second Earn-Out Payment, if any, such number of shares shall be equal to (x) the dollar amount of such Second Earn-Out Payment to be paid in shares of Parent Common Stock (such dollar amount not to exceed $1,250,000) divided by (y) 95% of the volume-weighted average closing price per share of Parent Common Stock as reported on the New York Stock Exchange composite tape for the ten (10) consecutive trading-day period ending on the second (2 ^nd ) trading day immediately prior to the Second Earn-Out Period Payment Date (rounded up to the nearest whole share). The cash portion of such Second Earn-Out Payment, if any, shall be equal to (x) $2,500,000 minus (y) the dollar amount of such Second Earn-Out Payment to be paid in shares of Parent Common Stock (if any), and shall be paid by wire transfer of immediately available funds to an account designated by Seller prior to the Second Earn-Out Period Payment Date.

                               (iii)       The shares of Parent Common Stock issued by Parent pursuant to this Section 2.6 are collectively referred to in this Agreement as the “ Earn-Out Shares ”.

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                               (iv)      Notwithstanding anything in this Agreement to the contrary, the Earn-Out Payment for each Earn-Out Period, if any, shall constitute part of the Purchase Price for the sale, transfer, assignment, conveyance and delivery of the Affiniti Shares and the Assets under this Agreement, and shall not be construed as consideration for the services of any of Zipkin, Taffer, Sheppard or Varndell in his capacity as an employee or officer of Buyer or one of its Affiliates.

                     (e)      Certain Definitions . For the purposes of this Section 2.6 only, the following terms shall have the following meanings:

                               (i)      “ Adjusted Business Net Sales ” shall mean, for the applicable Earn-Out Period, the Business Net Sales minus the gross revenues attributable to any increase in sales price of products or services of the Business over the sales price for such products or services of the Business as of April 30, 2008, with respect to the First Earn-Out Period, and as of April 30, 2009, with respect to the Second Earn-Out Period ( provided that revenues attributable to (x) sales of new product lines of the Business first sold by the Business after April 30, 2008, with respect to the First Earn-Out Period, and after April 30, 2009, with respect to the Second Earn-Out Period, or (y) proportionate adjustments to sales prices necessary to maintain historical 2007 profit margins on individual products or services (to the extent such proportionate adjustments are set forth in writing and delivered to Buyer on a quarterly basis), in each case shall not be so deducted from gross revenues).

                               (ii)       “ Business Net Sales ” shall mean, for the applicable Earn-Out Period, (A) the sum of (1) the gross revenues of Buyer’s U.S. Affiliate that are directly and solely attributable to the conduct of the Business or the ownership or operation of the Assets by Buyer’s U.S. Affiliate, excluding gross revenues attributable to (x) royalties (including Seller Sirtris Proceeds, Buyer Sirtris Proceeds and all other amounts received pursuant to the Sirtris License Agreement), (y) grants or awards from any governmental authorities and (z) intercompany sales of products or services among Buyer’s U.S. Affiliate and the Affiniti Companies, and (2) the gross revenues of Buyer’s U.K. Affiliate that are directly and solely attributable to the conduct of the Business or the ownership or operation of the Assets by Buyer’s U.K. Affiliate, including for this purpose the gross revenues of the Affiniti Companies, but excluding gross revenues attributable to (x) royalties (including Seller Sirtris Proceeds, Buyer Sirtris Proceeds and all other amounts received pursuant to the Sirtris License Agreement), (y) grants or awards from any governmental authorities and (z) intercompany sales of products or services among Buyer’s U.S. Affiliate and the Affiniti Companies, in the case of each of clauses (1) and (2) above calculated utilizing the same currency exchange rate for the British pound sterling to the U.S. dollar utilized by Seller in computing Seller’s net sales as of December 31, 2007 as set forth in the Financial Statements, minus (B) reductions relating to normal and customary trade and quantity discounts, allowances and rebates, returns, replacements, warranty costs, special handling or shipping, samples, Taxes and duties to the extent the foregoing are actually paid or accrued on the books and records of Buyer (or either of Buyer’s U.S. Affiliate and/or Buyer’s U.K. Affiliate) in accordance with GAAP, consistent with the consolidated financial statements included in the Parent SEC Reports.

                               (iii)       “ Business EBITDA ” shall mean an amount equal to Business Net Income plus (A) the following, to the extent deducted in calculating Business Net Income

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(without duplication): (1) Interest Charges, (2) all federal, state, local and foreign income Tax expense, (3) depreciation and amortization expense, (4) non-cash impairment of assets (tangible and intangible) and related non-cash charges, (5) non-cash charges and expenses related to equity-based compensation awards and (6) all inventory step-up expense recognized in conjunction with Purchase Price accounting adjustments and minus (B) the following to the extent included in calculating Business Net Income (without duplication): (1) federal, state, local and foreign income Tax credits and (2) all non-cash items increasing Business Net Income, including interest income, in each case with respect to the applicable Earn-Out Period.

                               (iv)      “ Interest Charges ” shall mean, for the applicable Earn-Out Period, the sum (without duplication) of (A) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, consistent with the consolidated financial statements included in the Parent SEC Reports, and (B) the portion of rent expense with respect to such period under capitalized leases that is treated as interest in accordance with GAAP, consistent with the consolidated financial statements included in the Parent SEC Reports, in each case, of Buyer’s U.S. Affiliate and Buyer’s U.K. Affiliate (including for this purpose the Affiniti Companies).

                               (v)       “ Business Net Income ” shall mean, for the applicable Earn-Out Period, the sum of (A) the net income of Buyer’s U.S. Affiliate that is directly and solely attributable to the conduct of the Business or the ownership or operation of the Assets by Buyer’s U.S. Affiliate, determined in conformity with GAAP, consistent with the consolidated financial statements included in the Parent SEC Reports, and (B) the net income of Buyer’s U.K. Affiliate that is directly and solely attributable to the conduct of the Business or the ownership or operation of the Assets by Buyer’s U.K. Affiliate (including for this purpose the net income of the Affiniti Companies), determined in conformity with GAAP, consistent with the consolidated financial statements included in the Parent SEC Reports, in each case without giving effect to each of the following: (1) any increase in sales price of products or services of the Business over the sales price for such products or services of the Business as of April 30, 2008, with respect to the First Earn-Out Period, and as of April 30, 2009, with respect to the Second Earn-Out Period (provided that revenues attributable to (x) sales of new product lines of the Business first sold by the Business after April 30, 2008, with respect to the First Earn-Out Period, and after April 30, 2009, with respect to the Second Earn-Out Period, or (y) proportionate adjustments to sales prices necessary to maintain historical 2007 profit margins on individual products or services (to the extent such proportionate adjustments are set forth in writing and delivered to Buyer on a quarterly basis), in each case shall not be so disregarded), (2) grants or awards from any governmental authorities (provided that any grants received that are utilized for payment of expenses shall be added to the net income to the extent of the amount of the grant so utilized), royalties (including Seller Sirtris Proceeds, Buyer Sirtris Proceeds and all other amounts received pursuant to the Sirtris License Agreement) or intercompany sales of products or services among Buyer’s U.S. Affiliate and the Affiniti Companies, (3) extraordinary gains or extraordinary losses, determined in conformity with GAAP, consistent with the consolidated financial statements included in the Parent SEC Reports, (4) any discretionary bonuses paid to the individual Partners pursuant to their respective Employment Agreement, (5) any discretionary bonuses paid to any Rehired Employee or employee of the Affiniti Companies (other than the individual Partners) other than in the ordinary course of Parent’s or Buyer’s historical

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compensation practices, policies and procedures, (6) any Sirtris Costs and any internal costs incurred by Buyer or any of its Affiliates relating to the Sirtris License Agreement, (7) any costs or expenses incurred by Buyer or any of its Affiliates that were not of a type historically incurred by the Seller, the Affiniti Companies or the Business prior to the Closing, unless (i) such costs or expenses should have been historically incurred by the Seller, the Affiniti Companies or the Business prior to the Closing in accordance with GAAP or applicable law or (ii) such costs or expenses were incurred by Buyer or any of its Affiliates as a result of a material breach of any representation, warranty, covenant or agreement of any Seller Party contained in this Agreement, and (8) any costs or expenses incurred by Buyer or any of its Affiliates that were of a type historically incurred by the Seller, the Affiniti Companies or the Business prior to the Closing in excess of 107.5% of the historical costs or expenses that were incurred by the Seller, the Affiniti Companies or the Business in any fiscal year commencing with the fiscal year beginning on January 1, 2004. For the avoidance of doubt, in determining the net income of Buyer’s U.S. Affiliate and the net income of Buyer’s U.K. Affiliate, costs and expenses of Buyer’s U.S. Affiliate and Buyer’s U.K. Affiliate shall include allocations from Parent or Buyer to the extent such allocations relate to costs or expenses of a type set forth in the immediately preceding sentence. Notwithstanding anything to the contrary contained in this Section 2.6(e)(v), there shall be no management fees charged by Buyer to Buyer’s U.S. Affiliate or Buyer’s U.K. Affiliate in computing Business Net Income.

                     (f)      Operation of the Business . During the Earn-Out Periods, Parent and Buyer shall operate the Business in good faith and shall not take any actions the primary purpose of which is to avoid making the Earn-Out Payments to Seller.

           2.7      Closing Costs; Transfer Taxes and Fees . Each of Seller and Buyer shall pay half of all United States federal, state and local, sales, stamp, documentary, recording, value added, registration, conveyance and real estate and other transfer Taxes, and Buyer shall pay all of the United Kingdom and other foreign sales, stamp, documentary, recording, value added, registration, conveyance and real estate and other transfer Taxes (collectively, “ Transfer Taxes ”), in each case payable on the transfer of the Assets and the Affiniti Shares hereunder and any deficiency, interest or penalty asserted with respect thereto, in accordance with applicable law. Buyer and Seller shall reasonably cooperate with each other in timely making all filings, returns, reports and forms as may be required in connection with the payment of all Transfer Taxes, including delivering all instruments and certificates as are necessary to minimize such Transfer Taxes and enable the other to timely comply with the filing of any Tax Return that relates to Transfer Taxes. Buyer shall pay the fees and costs of recording or filing all applicable conveyancing instruments described in Section 3.2(a) . Seller shall pay all costs of applying for new Permits and obtaining the transfer of existing Permits which may be lawfully transferred to Buyer or one of its Affiliates.

           2.8      Withholdings . Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to Seller, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Tax laws of the United Kingdom. To the extent that such amounts are so withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller. If the United Kingdom taxing authority determines that withholding Tax in excess of the amount withheld at Closing is due with respect to the transfer of the Affiniti Shares, Seller agrees

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to bear the burden of such withholding Tax (including any interest and penalties thereon) (such amounts, “ U.K. Withholding Taxes ”).

ARTICLE III.
CLOSING

           3.1      Closing . The Closing of the transactions contemplated herein (the “ Closing ”) shall be held on May 8, 2008 at the offices of Greenberg Traurig, LLP, The MetLife Building, 200 Park Avenue, New York, New York 10166, immediately following the execution and delivery of this Agreement and the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby, or such other date and time as Buyer and Seller may mutually determine (the “ Closing Date ”). Notwithstanding any later time of the Closing, the Closing shall be deemed completed at 12:01 a.m., New York City time, on the Closing Date.

           3.2      Conveyances at Closing

                     (a)       Deliveries by Seller to Buyer . To effect the sale and transfer referred to in Section 2.1 hereof, Seller will, at the Closing, deliver to Buyer:

                               (i)             the Bill of Sale duly executed by the Seller Parties substantially in the form attached hereto as Exhibit A , conveying in the aggregate all of the owned personal property included in the Assets, other than the Assets of the Affiniti Companies, free and clear of all Encumbrances (other than Permitted Encumbrances);

                               (ii)             the Assignment and Assumption of Lease duly executed by Seller with respect to the Lease set forth on Schedule 2.2(b) , substantially in the form attached hereto as Exhibit B ;

                               (iii)             the Assignment and Assumption of Assumed Contracts duly executed by the Seller Parties with respect to each Assumed Contract, substantially in the form attached hereto as Exhibit C ;

                               (iv)             one or more Intellectual Property and Domain Name Assignments duly executed by Seller and Biomol Research, as applicable, each substantially in the form attached hereto as Exhibit D , in recordable form to the extent necessary to assign such rights;

                               (v)             certificate(s) evidencing the Affiniti Shares, accompanied by powers of attorney and share transfer forms duly executed by Seller in favor of the Buyer’s U.K. Affiliate and sufficient to duly transfer the Affiniti Shares and all rights, title and interests in, to and under the Affiniti Shares to Buyer’s U.K. Affiliate, free and clear of all Encumbrances;

                               (vi)       the Escrow Agreement duly executed by Seller, substantially in the form attached hereto as Exhibit E ;

                               (vii)       the Employment Agreements duly executed by each of Zipkin and Taffer, substantially in the form attached hereto as Exhibit F , and the Employment Agreements

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duly executed by each of Sheppard and Varndell, substantially in the form attached hereto as Exhibit G ;

                               (viii)       the certificates contemplated by Sections 8.1 and 8.4, duly executed by Biofiniti, as the general partner of Seller;

                               (ix)       a receipt with respect to the Closing Payment duly executed by Seller;

                               (x)      all Permits and all Governmental Consents and Third Party Consents required for the valid transfer of the Assets (including the Assumed Contracts and the Lease set forth on Schedule 2.2(b) ) and the Affiniti Shares as contemplated by this Agreement;

                               (xi)             the Books and Records;

                               (xii)             resignations, effective as of the Closing, of each of Zipkin and Taffer as directors, and of Tessa Varndell as the secretary, of each of the Affiniti Companies;

                               (xiii)             certificates of good standing for each of the Affiniti Companies in all jurisdictions where they are incorporated and registered to carry on the Business;

                               (xiv)             evidence in form and substance reasonably satisfactory to Buyer’s counsel that (a) all outstanding principal amount under the Seller’s Revolving Demand Note and the Seller’s Term Note, together with all unpaid interest accrued thereon and other fees and expenses payable in respect thereof (collectively, the “ Seller Secured Indebtedness ”), shall have been paid or otherwise satisfied or discharged, in full, at or prior to the Closing, and the Seller’s Revolving Demand Note and the Seller’s Term Note shall have been terminated at or prior to the Closing, (b) all Encumbrances (other than Permitted Encumbrances) with respect to the Assets shall have been released (including all Encumbrances relating to the Seller’s Revolving Demand Note and the Seller’s Term Note) at or prior to the Closing and (c) all Encumbrances with respect to the Affiniti Shares and the Capital Stock of Affiniti Research have been released at or prior to the Closing;

                               (xv)             evidence in form and substance reasonably satisfactory to Buyer’s counsel that all intercompany accounts receivable, accounts payable and accrued liabilities between or among any Seller Parties or the Affiniti Companies shall have been paid or otherwise satisfied or discharged, in full, at or prior to the Closing, and that the Seller Parties and the Affiniti Companies, as applicable, shall have been released from all Liabilities thereunder and all related guarantees, security interests and pledges at or prior to the Closing;

                               (xvi)             evidence in form and substance reasonably satisfactory to Buyer’s counsel that (a) all outstanding principal amount under the ₤ 50,000 Unsecured Loan Agreement dated 3 April 2003, between Dr. Michael Stuart Munns and Affiniti Research, together with all unpaid interest accrued thereon and other fees and expenses payable in respect thereof (the “ Affiniti Loan ”), (b) all outstanding principal amount under the Overdraft Facility of up to ₤ 90,000 dated 14 November 2006, between Barclays Bank plc and Affiniti Research, together with all unpaid interest accrued thereon and other fees and expenses payable in respect thereof (the “ Affiniti Overdraft Facility ”), and (c) all outstanding accrued officer salaries of the Affiniti

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Companies through and including the Closing Date, together with all unpaid interest accrued thereon and other fees and expenses payable in respect thereof (the “ Affiniti Accrued Officer Salaries ”), in each case shall have been paid or otherwise satisfied or discharged, in full, and shall have been terminated prior to the Closing, and that the Affiniti Companies shall have been released from all Liabilities under or with respect to the Affiniti Loan, the Affiniti Overdraft Facility and the Affiniti Accrued Officer Salaries and all related guarantees, security interests and pledges prior to the Closing;

                               (xvii)             signed copies of each of the Affiniti Financial Statements and the Affiniti Research Financial Statements and confirmation that the Affiniti Financial Statements and the Affiniti Research Financial Statements each have been filed with and duly stamped by the Registrar of Companies in the United Kingdom;

                               (xviii)             a certificate from Seller in accordance with United States Treasury Regulation Section 1.1445 -2(b)(2)(i) and in the form provided in United States Treasury Regulation Section 1.1445 -2(b)(2)(iii)(B); and

                               (xix)             such other instruments as shall be reasonably requested by Buyer to vest in the Buyer Parties title in and to the Assets and the Affiniti Shares, in accordance with the provisions of this Agreement.

                     (b)      Deliveries by Buyer to Seller, the Escrow Agent or the Partners . Buyer will, at the Closing:

                               (i)             deliver to Seller the Bill of Sale duly executed by Buyer’s U.S. Affiliate substantially in the form attached hereto as Exhibit A ;

                               (ii)             deliver to Seller the Assignment and Assumption of Lease duly executed by Buyer’s U.S. Affiliate with respect to the Lease set forth on Schedule 2.2(b) substantially in the form attached hereto as Exhibit B , evidencing the assumption by Buyer’s U.S. Affiliate, pursuant to Section 2.2, of the Assumed Liabilities therein;

                               (iii)             deliver to Seller the Assignment and Assumption of Assumed Contracts duly executed by Buyer’s U.S. Affiliate with respect to each Assumed Contract substantially in the form attached hereto as Exhibit C , evidencing the assumption by Buyer’s U.S. Affiliate, pursuant to Section 2.2, of the Assumed Liabilities therein;

                               (iv)             deliver to Seller and to the Escrow Agent the Escrow Agreement duly executed by Buyer, substantially in the form attached hereto as Exhibit E ;

                               (v)             deliver to each of Zipkin and Taffer an Employment Agreement duly executed by Buyer, substantially in the form attached hereto as Exhibit F , and deliver to each of Sheppard and Varndell an Employment Agreement Amendment duly executed by Buyer, substantially in the form attached hereto as Exhibit G , it being hereby acknowledged and agreed that such Employment Agreements and Employment Agreement Amendments shall provide that any termination of employment thereunder shall not modify the obligations of the Buyer Parties to pay the Earn-Out Payments, if any, to Seller under Section 2.6 in accordance with the terms and subject to the conditions of this Agreement;

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                               (vi)             deliver to Seller the Closing Payment;

                               (vii)             deliver to the Escrow Agent the Adjustment Holdback Amount and the Indemnification Holdback Amount;

                               (viii)             deliver to Citizens Bank the Seller Secured Indebtedness in accordance with a duly executed payoff letter from Citizens Bank to Seller, a true and complete copy of which has heretofore been provided to Buyer;

                               (ix)             deliver to Seller a stock certificate representing the Shares;

                               (x)             deliver to Seller a certificate of good standing for Parent in the State of New York;

                               (xi)             deliver to Seller the certificate contemplated by Section 7.1, duly executed by a duly authorized executive officer of Parent and Buyer; and

                               (xi)      if requested by Seller, a Pennsylvania resale Tax certificate for acquisition of the Inventory.

                     (c)      Form of Instruments . To the extent that a form of any document to be delivered hereunder is not attached as an Exhibit hereto, such documents shall be in form and substance, and shall be executed and delivered in a manner, reasonably satisfactory to Buyer’s counsel.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES

           The Seller Parties, jointly and severally, hereby represent and warrant to the Buyer Parties as follows, except as otherwise set forth on the Disclosure Schedule:

           4.1      Organization of Seller and Affiniti Companies . Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania with full limited partnership power and authority to conduct the Business as it is presently being conducted and to own and lease its properties and assets. Each of the Affiniti Companies is a corporation duly organized, validly existing and in good standing under the laws of England and Wales with full corporate power and authority to conduct the Business as it is presently being conducted and to own and lease its properties and assets. Biomol Research is a corporation and each of Mamhead and Biofiniti is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation. Each of Seller and the Affiniti Companies is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Seller Material Adverse Effect. Copies of all of the organizational documents of each of Seller, Biofiniti, Mamhead, Biomol Research and the Affiniti Companies, including (i) the certificate of limited partnership and the limited partnership agreement of Seller, (ii) the certificate of formation and limited liability company agreement of each of Biofiniti and Mamhead, (iii) the certificate of

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incorporation and bylaws of Biomol Research and (iv) the articles of association of each of the Affiniti Companies, in each case as currently in effect (including all amendments thereto), heretofore delivered to Buyer are accurate and complete as of the date hereof. Biofiniti is the sole general partner of Seller, and Biomol Research and Mamhead are the only special limited partners of Seller. The Partners are the sole record and beneficial owners of all of the limited partnership interests in Seller and own the limited partnership interests of Seller in the amounts set forth on Schedule 4.1 . Other than the limited partnership interests held by the Partners, there are no other limited partnership or other ownership interests of Seller outstanding and no outstanding options, warrants, subscription rights (including any preemptive rights), calls, or commitments, or convertible notes or instruments of any character whatsoever to which any Seller Party is a party or is bound, requiring or which could require the issuance, sale or transfer by any Seller Party of any limited partnership or other ownership interests of Seller, any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any partnership or other ownership interests of Seller. The ownership structure of Seller, Biofiniti, Mamhead, Biomol Research and the Affiniti Companies, including all of the general and limited partners of Seller, all of the members of Biofiniti and Mamhead and all of the owners of Capital Stock of Biomol Research and the Affiniti Companies, is set forth on Schedule 4.1 .

           4.2      Subsidiaries . Except for all of the outstanding Capital Stock of each of the Affiniti Companies, Seller does not, directly or indirectly, own, of record or beneficially, any outstanding Capital Stock in any Person.

           4.3      Authorization . Seller has all requisite limited partnership power and authority, and has taken all limited partnership action necessary, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. Each of Biofiniti and Mamhead has all requisite limited liability company authority, and has taken all limited liability company action necessary, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. Biomol Research has all requisite corporate authority, and has taken all corporate action necessary, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by Seller and the Ancillary Agreements to which it is a party, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized and approved by its general partner, and no other limited partnership proceedings on the part of Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Biofiniti and Mamhead and the Ancillary Agreements to which it is a party, and the consummation by each of Biofiniti and Mamhead of the transactions contemplated hereby and thereby have been duly authorized and approved by its members, and no other limited liability company proceedings on the part of Biofiniti or Mamhead are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Biomol Research and the Ancillary Agreements to which it is a party, and the consummation by Biomol Research of the transactions contemplated hereby and thereby have

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been duly authorized and approved by its board of directors and shareholders, and no other corporate proceedings on the part of Biomol Research are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which any Seller Party is a party have been duly executed and delivered by each of the Seller Parties party thereto and are the legal, valid and binding obligations of each such Seller Party enforceable against each such Seller Party in accordance with their terms, except that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and is subject to general principles of equity.

           4.4      Absence of Certain Changes or Events . Since the Balance Sheet Date, there has not been any:

                     (a)             Seller Material Adverse Effect;

                     (b)       change in accounting methods, principles or practices by Seller or the Affiniti Companies affecting or with respect to the Assets, its Liabilities or the Business;

                     (c)             revaluation by Seller of any of the Assets, including writing down the value of Inventory or writing off notes or accounts receivable;

                     (d)             damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the Assets, the Business or the Affiniti Companies;

                     (e)       except as set forth on Schedule 4.4(e) , cancellation of any indebtedness or waiver or release of any material right or claim of any Seller Party relating to its activities or properties;

                     (f)       (i) declaration, setting aside or payment of distributions by Seller to the Partners or any redemption, purchase or other acquisition of any of Seller’s limited partnership or other ownership interests or (ii) declaration, setting aside or payment of dividends or distributions by any of the Affiniti Companies in respect of its Capital Stock or any redemption, purchase or other acquisition of any of the Capital Stock of the Affiniti Companies (including the Affiniti Shares), except as set forth on Schedule 4.4(f) ;

                     (g)             increase in the rate of compensation payable or to become payable to any consultant or Representative of any Seller Party (other than in the ordinary course of the Business) or to any consultant or Representative of the Affiniti Companies, including the making of any loan to, or the payment, grant or accrual of any bonus, incentive compensation, service award or other similar benefit to, any such Person, or the addition to, modification of, or contribution to any Employee Plan, arrangement, or practice described in the Disclosure Schedule;

                     (h)             adverse change in employee relations or the relationships between the employees of the Seller Parties and the Affiniti Companies and the management of the Seller Parties and the Affiniti Companies;

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                     (i)             amendment, cancellation or termination of any Contract, Lease, Permit or other instrument relating to the Assets, the Business or the Affiniti Companies or entry into any Contract, Lease, Permit or other instrument, including any employment or consulting agreements, which is not in the ordinary course of business;

                     (j)             Encumbrance of any Assets, singly or in the aggregate, other than Permitted Encumbrances, or Encumbrance of the Affiniti Shares or the Capital Stock of Affiniti Research;

                     (k)             sale, assignment or transfer of any of the Assets or the Affiniti Shares, other than, in the case of the Assets, sales, assignments or transfers from Inventory or non-material Assets in the ordinary course of business;

                     (l)       incurrence of indebtedness by any Seller Party or either of the Affiniti Companies for borrowed money or commitment to borrow money entered into by any Seller Party or either of the Affiniti Companies, or loans made or agreed to be made by any Seller Party or either of the Affiniti Companies, or indebtedness guaranteed by any Seller Party or either of the Affiniti Companies;

                     (m)       incurrence by any Seller Party or either of the Affiniti Companies of Liabilities, except Liabilities incurred in the ordinary course of business, or increase or change in any assumptions underlying or methods of calculating any doubtful account contingency or other reserves of any Seller Party or the Affiniti Companies;

                     (n)             payment, discharge or satisfaction of any Liabilities of any Seller Party or the Affiniti Companies other than the payment, discharge or satisfaction in the ordinary course of business of Liabilities set forth or reserved for on the Most Recent Balance Sheet or incurred in the ordinary course of business;

                     (o)             capital expenditure in excess of $50,000 by any Seller Party or either of the Affiniti Companies or the incurring of any obligation by any Seller Party or either of the Affiniti Companies to make any capital expenditure in excess of $50,000;

                     (p)       failure to pay or satisfy when due any material Liability of any Seller Party or the Affiniti Companies;

                     (q)       failure of any Seller Party or the Affiniti Companies to carry on the Business in the ordinary course so as to keep available to Buyer the services of the employees of the Seller Parties and the Affiniti Companies, and to preserve for Buyer the Assets, the Business and the Affiniti Companies intact and the goodwill of the Seller Parties’ and the Affiniti Companies’ suppliers, customers, distributors and others having business relations with them;

                     (r)             disposition or lapsing of any Proprietary Rights or any disposition or disclosure to any Person of any Proprietary Rights not theretofore a matter of public knowledge;

                     (s)       agreement by any Seller Party or either of the Affiniti Companies to do any of the things described in the preceding clauses (a) through (r) other than as expressly provided for herein; or

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                     (t)             existence of any other event or condition which in any one case or in the aggregate has or could reasonably be expected to have a Seller Material Adverse Effect.

           4.5      Title to Assets; Title to Affiniti Shares .

                     (a)      The Seller Parties have the right, power and capacity to, and shall sell, transfer, assign, convey and deliver to Buyer or one or more of its Affiliates at the Closing, good, valid and marketable title to all of the Assets and upon the consummation of the transactions contemplated hereby, Buyer or one or more of its Affiliates shall acquire good, valid and marketable title to all of the Assets, free and clear of all Encumbrances, except for Permitted Encumbrances. Except for the Excluded Assets, the Assets constitute all of the assets, rights and properties, tangible or intangible, real or personal, which are sufficient for the conduct and operation of the Business as presently conducted and operated. Schedule 4.5(a) contains accurate lists and summary descriptions of all tangible Assets where the value of an individual item exceeds $50,000 or where an aggregate of similar items exceeds $100,000. All tangible assets and properties which are part of the Assets are in good operating condition and repair, subject to ordinary wear and tear and normal industry practice with respect to maintenance, and are usable in the ordinary course of business and are in conformity in all material respects with all applicable Regulations (including Environmental Laws) relating to their construction, use and operation.

                     (b)      Seller directly owns beneficially and of record all of the outstanding Capital Stock of Affiniti. Affiniti directly owns beneficially and of record all of the outstanding Capital Stock of Affiniti Research. All of the outstanding Capital Stock of Affiniti owned by Seller, and all of the outstanding Capital Stock of Affiniti Research owned by Affiniti, in each case is owned free and clear of all Encumbrances, rights of first refusal, preemptive and antidilutive rights, options, warrants, calls and subscriptions, and similar rights and agreements and is duly authorized, validly issued, fully paid and nonassessable. Except for this Agreement, there are no commitments to issue or for any Seller Party, Affiniti or Affiniti Research to sell, dispose of or transfer any Capital Stock of the Affiniti Companies (including the Affiniti Shares). There are no outstanding obligations of any Seller Party, Affiniti or Affiniti Research to repurchase, redeem or otherwise acquire any Capital Stock of the Affiniti Companies (including the Affiniti Shares). There are no voting agreements, voting trusts, proxies or other agreements with respect to the voting of any Capital Stock of the Affiniti Companies (including the Affiniti Shares). Seller has the right, power and capacity to, and shall sell, transfer, assign, convey and deliver to Buyer’s U.K. Affiliate at the Closing, good, valid and marketable title to the Affiniti Shares, and upon the consummation of the transactions contemplated hereby, Buyer’s U.K. Affiliate shall acquire good, valid and marketable title to the Affiniti Shares, free and clear of all Encumbrances.

           4.6       Real Property . None of the Seller Parties or the Affiniti Companies owns any fee interest in real property. Schedule 4.6 sets forth a list of all Leases. Seller has delivered true, complete and correct copies of all such Leases to Buyer. Each Lease is in full force and effect, paid currently, and the Leasehold Estates have not been materially impaired by any acts or omissions of any Seller Party, the Affiniti Companies or any of their respective Representatives. Seller or one of the Affiniti Companies enjoys peaceful and undisturbed possession of all the Leased Real Property in the manner provided for in the Leases. Except as set forth on

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Schedule 4.6 , no Lease requires the Governmental Consent or Third Party Consent of any other contracting party to the transactions contemplated by this Agreement. With respect to each Lease, on the Closing Date the Leasehold Estates will be free and clear of all Encumbrances other than Permitted Encumbrances and Encumbrances which are matters of record in the county or other municipality in which the Leased Real Property is located. There are no pending or, to the Knowledge of Seller, threatened condemnation proceedings or other Actions relating to any Leased Real Property. All material approvals of governmental authorities (including Permits and a certificate of occupancy or other similar certificate permitting lawful occupancy thereof) required in connection with the occupation and operation of the Leased Real Property by the Seller Parties and the Affiniti Companies have been obtained, and all of the Leased Real Property has been operated and maintained in accordance with all such approvals, Permits, certificates of occupancies and other similar certificates permitting lawful occupancy thereof and with all applicable Regulations. The improvements constructed on the Leased Real Property, including all Leasehold Improvements, and all Fixtures and Equipment and other tangible assets owned, leased or used by Seller or the Affiniti Companies thereon are (i) insured to the extent and in a manner customary in the industry, (ii) free from any material defects, (iii) in good operating condition and repair, subject to ordinary wear and tear and normal industry practice with respect to maintenance, (iv) not in need of maintenance, repair or correction except for ordinary routine maintenance and repair, the cost of which would not be material, (v) sufficient for the operation of the Business as presently conducted and (vi) in conformity in all material respects with all applicable Regulations. None of the Seller Parties or the Affiniti Companies has received notice of any special assessment relating to any Leased Real Property or any portion thereof and there is no pending or, to Seller’s Knowledge, threatened special assessment.

           4.7      Contracts and Commitments .

                     (a)      Contracts . Schedule 4.7(a) sets forth a complete and accurate list of all Contracts, other than customer purchase orders for amounts less than $50,000, including all:

                               (i)             Contracts not made in the ordinary course of business;

                               (ii)             Contracts with a duration of one year or more;

                               (iii)             manufacturing, distribution, franchise, license, technical assistance, sales, commission, consulting, agency or advertising contracts related to the Assets, the Business or the Affiniti Companies;

                               (iv)       licenses (express or implied) and covenants not to assert or other immunity from suit granted to or by any Seller Party or either of the Affiniti Companies;

                               (v)             Contracts containing any rights pursuant to which any Seller Party or either of the Affiniti Companies could use, make, offer for sale, sell, import, or distribute any product or service;

                               (vi)             options with respect to any property, real or personal, whether any Seller Party or either of the Affiniti Companies shall be the grantor or grantee thereunder;

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                               (vii)             Contracts involving future expenditures or Liabilities, actual or potential, in excess of $25,000 or otherwise material to the Business, the Assets or the Affiniti Companies;

                               (viii)             Contracts or commitments relating to commission arrangements with others;

                               (ix)             promissory notes, loans, agreements, credit facilities, indentures, evidences of indebtedness, letters of credit, guarantees, or other similar instruments relating to an obligation to pay money, between any Seller Party or Affiniti Company, on the one hand, and any other Person (including any Representative of any Seller Party or Affiniti Company), on the other hand, or between or among Seller Parties or Affiniti Companies, whether any Seller Party or Affiniti Company shall be the borrower, lender or guarantor thereunder or whereby any Assets or the Capital Stock of the Affiniti Companies (including the Affiniti Shares) are pledged;

                               (x)             Contracts containing covenants limiting the freedom of any Seller Party, either of the Affiniti Companies or any officer, director, general partner, limited partner, shareholder or Affiliate of any Seller Party or either of the Affiniti Companies, to engage in any line of business or compete with any Person;

                               (xi)             any Contract with the United States, state, local or foreign government or any agency or department thereof;

                               (xii)             leases of personal property not cancelable (without Liability) within thirty (30) calendar days; and

                               (xiii)             settlement Contracts relating to the Business.

Seller has delivered to Buyer true, correct and complete copies of all of the written Assumed Contracts, inc