SALE AND PURCHASE AGREEMENT

Purchase and Sale Agreement

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MATRIA HEALTHCARE INC | Matria Holding GmbH | OPG Holding GmbH | OPG Groep N.V.

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Title: SALE AND PURCHASE AGREEMENT
Date: 9/27/2006
Industry: Healthcare Facilities Law Firm: Latham & Watkins LLP Sector: Healthcare

SALE AND PURCHASE AGREEMENT, Parties: matria healthcare inc , matria holding gmbh , opg holding gmbh , opg groep n.v.

Seller

[ Notarization Required ]

Sale and Purchase Agreement

regarding

all shares in

Matria Holding GmbH

Warburgstrasse 50

20354 Hamburg

Tel: +49(0)40-41 40 30

Fax: +49(0)40-41 40 31 30

www.lw.com

Sale and Purchase Agreement

by and among

Matria Healthcare, Inc.,

with business address at

1850 Parkway Place,

Marietta, Georgia,

USA

(hereinafter referred to as “ Seller 1 ” ),

Diabetes Acquisition, Inc.,

with business address at

1850 Parkway Place,

Marietta, Georgia,

USA

(hereinafter referred to as “ Seller 2 ”),

(Seller 1 and Seller 2 hereinafter collectively referred to as the “ Sellers ”

and each as a “ Seller ”),

OPG Holding GmbH

with business address at:

Werdenerstrasse 10

40227 Düsseldorf

Germany

(hereinafter referred to as the “ Purchaser ”),

and

OPG Groep N.V.

with business address at:

Europalaan 2,

3526 KS Utrecht

The Netherlands

(hereinafter referred to as the “ Parent “)

(the Sellers and the Purchaser hereinafter collectively referred to as the "Parties" and each as a "Party").

Index of Definitions

“ 2005 Financial Statements ”	shall have the meaning ascribed to it in Section 6.4.1.
“ Accounting Firm ”	shall have the meaning ascribed to it in Section 4.5.1.
“ Adjustment Amount ”	shall have the meaning ascribed to it in Section 4.6.
“ Affiliate(s) ”	shall mean any affiliated company ( verbundenes Unternehmen ) as defined in Sections 15 et seq. AktG.
“ Agreed Tax Rates ”	shall mean the Tax rates and Tax laws applicable for the periods for which a Tax is claimed (or, if at such time amended Tax rates and/or amended Tax laws have already been enacted for future Tax periods, on the basis of such amended Tax rates and/or amended Tax laws).
“ Agreement ”	shall mean this Sale and Purchase Agreement together with its Exhibits.
“ AktG ”	shall mean the German Stock Corporation Act ( Aktiengesetz ).
“ AO ”	shall mean the German Tax Code ( Abgabenordnung ).
“ BGB ”	shall mean the German Civil Code ( Bürgerliches Gesetzbuch ).
“ BGH Judgments ”	shall have the meaning ascribed to it in Section 8.4.2.
“ Books and Records ”	shall mean all accounting, financial, tax and other books and records, also if in electronic

	form, including, but not limited to, internal and external correspondence of the Group.
“ Breach ”	shall have the meaning ascribed to it in Section 8.1.1.
“ Business ”	shall mean the business of DIA REAL and eu-medical as conducted on the Signing Date.
“ Business Day ”	shall mean any day on which banks in Frankfurt am Main, Germany, are open for business.
“ Cash ”	shall mean cash and cash equivalents (Section 266 para. 2 B. IV. HGB).
“ Cash Pool ”	shall have the meaning ascribed to in Section 1.4.2.
“ CISG ”	shall mean the United Nations Convention on Contracts for the International Sale of Goods.
“ Claim Addressee ”	shall have the meaning ascribed to it in Section 8.7.3.
“ Closing”	shall have the meaning ascribed to it in Section 5.1.
“ Closing Date ”	shall have the meaning ascribed to it in Section 5.4.
“ Closing Conditions ”	shall have the meaning ascribed to it in Section 5.1.
“ Commitment(s) ”	shall have the meaning ascribed to it in Section 10.1.
“ Committed Seller ”	shall have the meaning ascribed to it in Section 10.1.
“ Company ”	shall have the meaning ascribed to it in the Recitals.
“ Confidentiality Agreement ”	shall mean the confidentiality agreement entered into between Seller 1 on the one hand

	and the Parent on the other hand dated as of 1 August 2006 .
“ Defense ”	shall have the meaning ascribed to it in Section 8.7.3.
“ DIA REAL ”	shall mean DIA REAL GmbH.
“ Employee Benefit Plan ”	shall mean any plan or collective grant ( Gesamtzusage ) created, given or maintained by, or applicable to, any of the Group Companies providing benefits in addition to salaries or wages for specific groups of employees.
“ eu-medical”	shall mean eu-medical GmbH.
“ Final Equity ”	shall mean equity ( Eigenkapital ) as shown in the Signing Date Financial Statements (Section 266 para. 3 A. HGB), including, for the avoidance of doubt, any difference resulting from consolidation of investments ( Unterschiedsbetrag aus der Kapitalkonsolidierung ), but less an amount equal to the good-will (Gesch’fts- oder Firmenwert) as shown in the signing date financial statements.
“ Final Working Capital ”	shall mean the net of Cash, accounts receivable, inventories, prepaid expenses, other current assets, accounts payable and accrued expenses, excluding accounts receivable vis-à-vis the Sellers and Sellers’ Affiliates or financial obligations vis-à-vis the Sellers and Sellers’ Affiliates and financial obligations vis-à-vis financial institutions, in each case as shown in the Signing Date Financial Statements.
“ Governmental Authority ”	shall mean any federal, state, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board,

	bureau, agency or instrumentality, court, tribu-nal, arbitrator or arbitral body having jurisdiction over the respective Group Company or its business.
“ Group ”	shall have the meaning ascribed to it in Section 1.3.2.
“ Group Company(ies) ”	shall have the meaning ascribed to it in Section 1.3.2.
“ Group Depot System ”	shall have the meaning ascribed to it in Section 8.4.2.
“ Guarantee Statement(s) ”	shall have the meaning ascribed to it in Section 6.1.
“ HGB ”	shall mean the German Commercial Code ( Handelsgesetzbuch ).
“ Initial Purchase Price ”	shall have the meaning ascribed to it in Section 3.1
“ Indemnification Tax Benefit ”	shall have the meaning ascribed to it in Section 8.1.3.
“ IP Right(s) ”	shall have the meaning ascribed to it in Section 6.6.1.
“ Liens ”	shall have the meaning ascribed to it in Section 6.5.2.
“ Losses ”	shall have the meaning ascribed to it in Section 8.1.2.
“ Material Agreements ”	shall have the meaning ascribed to it in Section 6.14.1.
“ Merger Control Clearance ”	shall have the meaning ascribed to it in Section 5.1.1.
“ Parent ”	shall mean OPG Groep N.V.
“ Party(ies) ”	shall mean the Sellers and the Purchaser.

“ Pledges “	shall have the meaning ascribed to it in Section 1.2.1.
“ Pledgees “	shall mean the beneficiaries of the Pledges.
“ Purchaser ”	shall mean OPG Holding GmbH.
“ Relevant Period ”	shall have the meaning ascribed to it in Section 6.9.1.
“ Seller(s) ”	shall mean Seller 1 and Seller 2.
“ Seller 1 ”	shall mean Matria Healthcare, Inc.
“ Seller 2 ”	shall mean Diabetes Acquisition, Inc.
“ Seller 1 Share ”	shall have the meaning ascribed to it in Section 1.2.1.
“ Seller 2 Share ”	shall have the meaning ascribed to it in Section 1.2.1.
“ Sellers' Account ”	shall have the meaning ascribed to it in Section 3.3.1
“ Sellers’ Knowledge ”	shall have the meaning ascribed to it in Section 6.16.
“ Shares ”	shall have the meaning ascribed to it in Section 1.2.2.
“ Signing Date ”	shall mean the date of this Agreement.
“ Signing Date Certificate ”	shall have the meaning ascribed to it in Section 4.2.1.
“ Signing Date Financial Statements ”	shall have the meaning ascribed to it in Section 4.2.1.
“ Tax Benefit ”	shall have the meaning ascribed to it in Section 10.2.1.
“ Target Equity ”	shall have the meaning ascribed to it in Section 4.1.

“ Target Working Capital ”	shall have the meaning ascribed to it in Section 4.1.
“ Tax(es) ”	shall have the meaning ascribed to it in Section 6.9.5.2.
“ Tax Audit ”	shall have the meaning ascribed to it in Section 6.9.5.3.
“ Tax Returns ”	shall have the meaning ascribed to it in Section 6.9.5.1.
“ Third Party Claim ”	shall have the meaning ascribed to it in Section 8.7.3.
“ Threshold ”	shall have the meaning ascribed to it in Section 8.5.1.

Index of Exhibits

Exhibit 3.3.1	Particulars of Sellers´ Account.
Exhibit 6.2.6	Articles of association of Group Companies.
Exhibit 6.2.7	Commercial register excerpts of Group Companies.
Exhibit 5.5.2	Draft of commercial register filing relating to removal of Roberta McCaw as managing director of the Company.
Exhibit 5.5.5	Draft release of Pledges.
Exhibit 6.3.4	Business Forecasts.
Exhibit 6.4.1	2005 Financial Statements.
Exhibit 6.4.1. (iii)	Disclosure schedule relating to Financial Statements.
Exhibit 6.5.2	Disclosure schedule relating to Liens.
Exhibit 6.6.1	List of IP Rights.
Exhibit 6.6.2	Disclosure schedule relating to IP Rights registration fees and third-party licenses.
Exhibit 6.6.3	Disclosure schedule relating to encumbrances of IP Rights.
Exhibit 6.6.4	Disclosure schedule relating to challenges to IP Rights.
Exhibit 6.7.1	Disclosure schedule relating to litigation.
Exhibit 6.7.2	Disclosure schedule with respect to depot litigation.
Exhibit 6.8.1	List of managing directors and key employees.

Exhibit 6.8.2	Disclosure schedule relating to pensions.
Exhibit 6.8.4	Disclosure schedule relating to shop agreements.
Exhibit 6.9	Disclosure schedules relating to Taxes.
Exhibit 6.10.1	Disclosure schedule relating to compliance.
Exhibit 6.10.1.1	Disclosure schedule relating to qualification as health care provider.
Exhibit 6.11.4	Disclosure schedule relating to competition restrictions.
Exhibit 6.12	Disclosure schedule relating to conduct of business after 31 December 2005.
Exhibit 6.14.1	Disclosure schedule relating to Material Agreements.
Exhibit 6.14.2 (i)	Disclosure schedule relating to terminated Material Agreements.
Exhibit 6.14.2 (ii)	Disclosure schedule relating to Material Agreements with change-of-control provisions.
Exhibit 6.15	Disclosure schedule relating to insurance policies.
Exhibit 10.1	Disclosure schedule relating to Commitments.

Recitals

WHEREAS, Seller 1 and Seller 2 are the sole shareholders in Matria Holding GmbH (hereinafter referred to as the “ Company ”);

WHEREAS, the Sellers wish to dispose of all of their shares in the Company, and the Purchaser wishes to acquire such shares;

WHEREAS, it is the purpose of this Agreement to set forth the terms and conditions upon which the Sellers sell and transfer all of their respective shares in the Company to the Purchaser.

NOW, THEREFORE, the Parties agree as follows:

1.	Corporate Status

1.1	Particulars of the Company

The Company is a company with limited liability ( Gesellschaft mit beschränkter Haftung ) duly incorporated and validly existing under the laws of Germany and registered with the Commercial Register ( Handelsregister ) of the Lower Court ( Amtsgericht ) of Dresden under HRB 17367.

1.2	Registered Share Capital

1.2.1

The registered share capital ( Stammkapital ) of the Company amounts to DEM 50,000.00. The share capital consists of one share with a nominal amount of DEM 17,500.00 which is held by Seller 1 (hereinafter referred to as the “ Seller 1 Share ”) and one share with a nominal amount of DEM 32,500.00 which is held by Seller 2 (hereinafter referred to as the “ Seller 2 Share ”). The Seller 2 Share is pledged under a first ranking share pledge agreement and a second ranking share pledge agreement dated 19 April 2006 (the “ Pledges ”).

1.2.2

For the purposes of this Agreement, the Seller 1 Share and the Seller 2 Share shall collectively be referred to as the “ Shares ”.

1.3	Subsidiaries

1.3.1

The Company is the sole shareholder of:

1.3.1.1 DIA REAL, a company with limited liability ( Gesellschaft mit beschränkter Haftung ) duly incorporated and validly existing under

the laws of Germany and registered with the Commercial Register ( Handelsregister ) of the Lower Court ( Amtsgericht ) of Dresden under HRB 19937. The registered share capital ( Stammkapital ) of DIA REAL amounts to DEM 100,000.00 and consists of two shares with a nominal amount of DEM 50,000.00 each;

1.3.1.2 eu-medical, a company with limited liability ( Gesellschaft mit beschränkter Haftung ) duly incorporated and validly existing under the laws of Germany and registered with the Commercial Register ( Handelsregister ) of the Lower Court ( Amtsgericht ) of Dresden under HRB 17601. The registered share capital ( Stammkapital ) of eu-medical amounts to DEM 50,000.00 and consists of one share with a nominal amount of DEM 50,000.00.

1.3.2

For the purposes of this Agreement, the Company, DIA REAL and eu-medical shall collectively be referred to as the “ Group ” or the “ Group Companies ” and each as a “ Group Company ”.

1.4	Domination and Profit and Loss Transfer Agreement; Cash Pool

1.4.1

The Company on the one hand and DIA REAL and eu-medical on the other hand have entered into a domination and profit and loss transfer agreement ( Beherrschungs- und Ergebnisabführungsvertrag ) dated 16 September 2002.

1.4.2

The Group Companies are members of a cash pooling system pursuant to the automated cash management system agreement of 20 June 2000 between Commerzbank AG on the one hand and the Group Companies on the other hand (the “ Cash Pool ”).

2.	Sale and Purchase of the Shares; Assignment; Economic Effect

2.1	Sale and Purchase of the Shares

2.1.1

Seller 1 hereby agrees to sell, and the Purchaser hereby agrees to purchase, the Seller 1 Share upon the terms and conditions of this Agreement.

2.1.2

Seller 2 hereby agrees to sell, and the Purchaser hereby agrees to purchase, the Seller 2 Share upon the terms and conditions of this Agreement.

2.2	Assignment

2.2.1

Seller 1 hereby transfers the Seller 1 Share to the Purchaser subject to the condition precedent ( aufschiebende Bedingung ) of the payment of the Initial Purchase Price in full. The Purchaser hereby accepts such transfer.

2.2.2

Seller 2 hereby transfers the Seller 2 Share to the Purchaser subject to the condition precedent ( aufschiebende Bedingung ) of the payment of the Initial Purchase Price in full. The Purchaser hereby accepts such transfer.

2.3	Economic Effect

The Shares are sold to the Purchaser with effect as of the Signing Date with all rights and obligations pertaining thereto, including, but not limited to, the right to receive all profits for the current fiscal year as well as all profits for previous years not distributed to the Sellers.

3.	Initial Purchase Price; Particulars of Payment

3.1	Initial Purchase Price

The initial purchase price to be paid by the Purchaser to the Sellers for the Shares shall be EUR 26,000,000.

(hereinafter referred to as the “ Initial Purchase Price ”).

3.2	Payments on the Closing Date

On the Closing Date, the Purchaser shall pay to the Sellers the Initial Purchase Price.

3.3	Particulars of Payment; Default; Set-off and Retention Rights

3.3.1

Any payments to be made under this Section 3 shall be made in EUR (Euros), without deduction of any costs and charges, by irrevocable wire transfer of immediately available funds to the bank account or accounts designated by the Sellers and set forth in Exhibit 3.3.1 hereof (hereinafter referred to as the “ Sellers´ Account ”).

3.3.2

Any failure by the Purchaser to make any payment pursuant to this Section 3 when due shall result in the Purchaser’s immediate default ( Verzug ), without any reminder ( Mahnung ) by the Sellers being required.

3.3.3

The Purchaser shall not be entitled to exercise any right of set-off ( Aufrechnung ) or retention right ( Zurückbehaltungsrecht ) with respect to its payment obligations pursuant to this Section 3.

4.	Purchase Price Adjustment

4.1	Target Working Capital and Target Equity

The Parties assume that as of the Signing Date (i) the Final Working Capital will not be less than an amount of EUR 12,974,000.00 (such amount hereinafter referred to as the “ Target Working Capital ”) and (ii) the Final Equity will not be less than an amount of EUR 14,009,000.00 (such amount hereinafter referred to as the “ Target Equity ”).

4.2	Preparation of Signing Date Financial Statements

4.2.1

As promptly as practicable, if reasonably possible within 45 days after the Closing Date, the Sellers shall prepare, or cause to be prepared, with the assistance of the Group and deliver to the Purchaser (i) an unaudited consolidated balance sheet and consolidated profit and loss accounts of the Group, each as of the Signing Date (the " Signing Date Financial Statements ") and (ii) a certificate (the " Signing Date Certificate ") based on the Signing Date Financial Statements setting forth the calculation of the Final Working Capital and the Final Equity.

4.2.2

The Purchaser will fully cooperate and assist, and shall cause the relevant entities of the Group to fully cooperate and assist, the Sellers in the preparation of the Signing Date Financial Statements and the Signing Date Certificate. Such cooperation and assistance shall include, without limitation, making available all relevant books and records of the Group and any other relevant information relating to the Group, providing access to the Group's premises, and allowing interviews with the Group's directors, officers and employees.

4.3	Accounting Principles

The Signing Date Financial Statements shall be prepared in accordance with German GAAP and in accordance with the accounting policies of the Group, on a basis consistent with the methods used in the preparation of the 2005 Financial Statements (provided that in the event of a conflict between German GAAP and consistency, consistency shall prevail) and using the following specific methodology and principles:

4.3.1

The Signing Date Financial Statements shall be prepared on a going-concern basis, disregarding (i) the transactions contemplated by this Agreement or any effects resulting therefrom, (ii) any costs related to the integration of the Group into the Purchaser's group and (iii) any actions or intentions of the Purchaser.

4.3.2

Subsequent events ( wertaufhellende Tatsachen ) shall only be taken into account if they became known prior to the preparation of the Signing Date Financial Statements in accordance with Section 4.2.

4.3.3

Extraordinary write offs, value adjustments or provisions other than or in excess of those contained in the 2005 Financial Statements shall be made only if and to the extent they were caused by events after the establishment ( Aufstellung ) of the 2005 Financial Statements.

4.3.4

No physical stock taking of the inventory ( Inventur ) shall be performed except if and to the extent as was required by KPMG in their audit of the 2005 Financial Statements.

4.4	Review of Signing Date Financial Statements and Signing Date Certificate

If the Purchaser believes that the Signing Date Financial Statements and/or the Signing Date Certificate are not correct, the Purchaser may, within 21 days after delivery of the Signing Date Financial Statements and the Signing Date Certificate, deliver a notice to the Sellers disagreeing with the calculations and setting forth the Purchaser's calculations of the relevant items or amounts based upon the definitions, policies and principles set forth in this Agreement, provided, however, that the only bases for disagreement shall be (i) non-compliance with the standards set forth in Section 4.3 for the preparation of the Signing Date Financial Statements and (ii) computational errors. Any such notice of disagreement shall specify, in reasonable detail, those items or amounts as to which the Purchaser disagrees and the Purchaser shall be deemed to have agreed to all other positions set forth in the Signing Date Financial Statements and the Signing Date Certificate. The Purchaser and its auditors shall receive upon the Purchaser´s reasonable request all information regarding the preparation of the Signing Date Financial Statements and access to all relevant documents necessary for reviewing the 2005 Financial Statements, the Signing Date Financial Statements, the Final Working Capital and the Final Equity if and to the extent reasonably available to the Sellers.

4.5	Dispute Resolution

4.5.1

If the Purchaser has duly delivered a notice of disagreement in accordance with Section 4.4, the Purchaser and the Sellers shall, during the 30-day-period following such delivery (or any other period of time mutually agreed upon be-

tween the Sellers and the Purchaser), use reasonable efforts to reach an agreement on the disputed items or amounts. If and to the extent that, during such period, the Sellers and the Purchaser are unable to reach such agreement, either Party may refer the remaining differences to an internationally recognized firm of independent public accountants (the " Accounting Firm "). If the Parties cannot mutually agree upon the Accounting Firm within two weeks after either Party has requested its appointment, the Accounting Firm shall be appointed, upon request of either Party, by the Institute of Chartered Accountants ( Institut der Wirtschaftsprüfer e.V. ) in Düsseldorf (Germany). Any remaining differences with respect to the Signing Date Financial Statements and the Signing Date Certificate shall be referred to the Accounting Firm.

4.5.2

The Accounting Firm, acting as an expert ( Schiedsgutachter ) and not as an arbitrator, shall, based on the standards set forth in this Agreement decide whether and to what extent the Signing Date Certificate requires adjustment. The Accounting Firm, in making its determination, shall only take into account any remaining differences submitted to it and shall limit its determination to the scope of the dispute between the Parties.

4.5.3

The Purchaser and the Sellers shall cooperate with and assist, and shall cause their respective accountants and the Group to cooperate with and assist, the Accounting Firm in the conduct of its review. Such cooperation and assistance shall include, without limitation, the making available to the Accounting Firm of all relevant books and records of the Group and any other information relating to the Group.

4.5.4

The Parties shall instruct the Accounting Firm to deliver its written opinion (including reasons for the Accounting Firm's decision on each disputed item) to them no later than one month (or within any other period of time mutually agreed) after the remaining differences have been referred to it. The decision of the Accounting Firm shall be conclusive and binding on the Parties (within the limits set forth in Section 319 para. (1) of the German Civil Code ( BGB )) and shall not be subject to any appeal. The fees and disbursements of the Accounting Firm shall be shared between the Sellers and the Purchaser in proportion to their respective success and defeat as determined by the Accounting Firm.

4.6	Adjustment Amount

The Initial Purchase Price shall be adjusted by the aggregate amount (the “ Adjustment Amount ”) of:

(i) Target Working Capital minus Final Working Capital

plus

(ii) Target Equity minus Final Equity.

A difference between the Target Working Capital and the Final Working Capital shall, to the extent it leads at the same time to a difference between the Target Equity and the Final Equity, only be taken into account once. The Adjustment Amount, if any, shall be paid within 15 Business Days after the date on which the determination of the Final Working Capital and the Final Equity has become binding on the Parties as follows: should the Adjustment Amount be negative, it shall be paid by the Purchaser to the Sellers’ Account; if the Adjustment Amount is positive, it shall be paid by the Sellers to an account to be named by the Purchaser.

4.7	The Sellers may only act jointly with regard to the procedures set forth in this Section 4 and any communication of the Sellers shall only be binding and effective if it is made jointly by both Sellers.

5.	Closing; Closing Conditions

5.1	Conditions to Closing

The Sellers and the Purchaser shall only be obliged to consummate the transactions contemplated by this Agreement, as set forth in Section 5.5 below (hereinafter referred to as the “ Closing ”), subject to the following conditions precedent ( aufschiebende Bedingungen ) (hereinafter referred to as the “ Closing Conditions ”):

5.1.1 The Closing shall be permissible pursuant to German merger control clearance requirements (hereinafter referred to as “ Merger Control Clearance ”).

5.1.2 No enforceable judgment, injunction, order or decree by any court or governmental authority shall prohibit the consummation of the Closing.

5.1.3 The Pledgees have issued an irrevocable release of the Pledges subject to the Closing having occurred.

5.2	Merger Control Proceedings

5.2.1 The Purchaser (and the Sellers, to the extent this is required of the Sellers under applicable mandatory law) shall ensure that any filings necessary to obtain Merger Control

Clearance and any other filings with, or notifications to, any governmental authority required in connection with this Agreement will be made without undue delay ( unverzüglich ),

but in no event later than five Business Days, after the Signing Date, provided that all information required from the Sellers and the Group for the filing has been received by the

Purchaser. Any filings made by the Purchaser shall require the prior written consent of the Sellers, which consent will not unreasonably be withheld.

5.2.1

In order to obtain Merger Control Clearance, the Sellers and the Purchaser shall (i) reasonably cooperate in all respects with each other in the preparation of any filing or notification and in connection with any submission, investigation or inquiry, (ii) supply to any competent authority without undue delay ( unverzüglich ) any additional information requested pursuant to applicable laws and take all other procedural actions required to obtain Merger Control Clearance or to cause any applicable waiting periods to commence and expire, (iii) provide without undue delay ( unverzüglich ) copies of any written communication sent or received (or written summaries of any non-written communication) in connection with Merger Control Clearance, and (iv) give each other and their respective advisors and counsel the opportunity to participate in all meetings and conferences with any competent authority, subject, in all cases, to appropriate measures being taken to safeguard (including, but not limited to, from the other Parties) the confidentiality of privileged or commercially sensitive information.

5.2.2

The Purchaser shall, at the Sellers’ request, offer, consent to, or comply with, any demands or conditions ( Auflagen oder Bedingungen ) made by any competent merger control authority as a condition to Merger Control Clearance.

5.3	Cut-off Date

Both the Sellers (acting jointly) and the Purchaser shall have the right to rescind ( zurücktreten ) this Agreement by written notice by the rescinding Party to the other Parties with a copy to the acting notary public if the Closing Conditions have not been satisfied by 31 December 2006 at the latest in which event neither Party shall have any liability (other than for breach of this Agreement prior to such termination) except for willful breach of this Agreement, provided, however, that the Confidentiality Agreement shall remain in full force and effect as if this Agreement had not been entered into.

5.4	Time of Closing

The Closing shall occur on the “ Closing Date ” which shall be (a) the third Business Day following the day on which the last of the Closing Conditions is met, or (b) such other date as the Parties may agree in writing .

5.5	Actions at Closing

On the Closing Date, the Parties shall take the following actions simultaneously ( Zug um Zug ):

5.5.1

The Purchaser shall pay the Initial Purchase Price in accordance with Section 3 above.

5.5.2

The Sellers shall deliver to the Purchaser instruct the acting notary to file the application to the Commercial Register ( Handelsregister ) of the Lower Court ( Amtsgericht ) in Dresden a shareholders’ resolution regarding the formal discharge ( Entlastung ) and removal of Ms. Roberta McCaw as of the Signing Date as managing director ( Geschäftsführerin ) of the Company, a draft of which is attached hereto as Exhibit 5.5.2.

5.5.3

Upon receipt of the Initial Purchase Price, the Sellers shall notify the Purchaser of such receipt by telefax.

5.5.4

The Purchaser shall deliver evidence satisfactory to the Sellers that all Sellers´ Commitments have been replaced in accordance with Section 10.1 below.

5.5.5

The Sellers shall deliver to the Purchaser the release of the Pledges as set out in Section 5.1.3, a draft of which is attached hereto as Exhibit 5.5.5 .

6.	Sellers’ Guarantees

6.1	Statements, Guarantees, Scope and Content of Guarantees

The Sellers hereby guarantee to the Purchaser by way of independent undertakings of guarantee in terms of Section 311 (1) BGB ( selbst’ndige Garantieversprechen ) that the

statements set forth hereinafter in Section 6 (hereinafter collectively referred to as the “ Guarantee Statements ” and each as a “ Guarantee Statement ”) are true as of the Signing Date;

provided , however , that

6.1.1

Guarantee Statements which are made as of a specific date shall be true with respect to such date only;

6.1.2

the scope and content of each Guarantee Statement as well as the Sellers’ liability arising thereunder shall be exclusively defined by, and be subject to, the provisions of this Agreement and, in particular, without limiting the generality

of the foregoing, the limitations on the Purchaser’s rights and remedies set forth in Section 7 below; and

6.1.3.

the Guarantee Statements in sections 6.2.1., 6.2.2., 6.3.1., 6.3.2. and 6.3.3. are true as of the Signing Date and as of the Closing Date.

6.2	Authorization of the Sellers and Organization of the Group

6.2.1

The Sellers have the corporate power and authority to enter into and perform this Agreement and have obtained all corporate authorizations to empower them to enter into this Agreement. Assuming Merger Control Clearance is obtained, the execution and delivery of, and the performance by the Sellers of their obligations under, this Agreement will not result in a breach of any provision of the articles of association of the Sellers or any applicable laws and regulations, or result in a breach of any order, judgment or decree of any Governmental Authority or regulatory authority by which the Sellers are bound.

6.2.2

The statements made in Section 1 hereof are true.

6.2.3

Each of the Group Companies is duly incorporated and validly existing. None of the Group Companies has any subsidiaries other than a Group Company. Except for the branches registered in the commercial register of DIA REAL in Neumünster and Demen, the latter of which is currently inactive, none of the Group Companies has any branch ( Zweigniederlassung ). None of the Group Companies is, or has agreed to become, a member of any registered limited or general partnership or unincorporated association ( BGB-Gesellschaft ) or joint venture. No resolution has been passed for the winding-up of any of the Group Companies and, to the Sellers´ Knowledge, there exist no circumstances which may result therein.

6.2.4

None of the Group Companies is a party to any agreement that would permit a third party (other than a Group Company) to control it or to oblige it to transfer its profits to any such third party.

6.2.5

No bankruptcy or insolvency proceedings have been instituted against any of the Group Companies nor do there, to the Sellers’ Knowledge, exist any circumstances giving rise to insolvency or bankruptcy proceedings against any of the Group Companies.

6.2.6

Exhibit 6.2.6 contains true and complete copies of the current articles of association of each of the Group Companies.

6.2.7

Exhibit 6.2.7 contains current commercial register extracts of each of the Group Companies.

6.3	Particulars of the Shares and Business Forecasts

6.3.1

Subject to the Pledges, the Sellers are the sole and unrestricted owners of the Shares, the Shares are free and clear of any liens, encumbrances or other rights of third parties, and there are no pre-emptive rights, rights of first refusal, options or other rights of any third party to purchase or acquire any of the Shares and the Shares constitute the entire issued share capital in the Company.

6.3.2

The Shares are fully paid in and the share capital has not been repaid; all statutory provisions with regard to the payment and repayment of share capital ( Kapitalaufbringung und Kapitalerhaltung ) have been complied with.

6.3.3

Sections 6.3.1 and 6.3.2 apply to the shares in DIA REAL and eu-medical accordingly, however with the exception (i) that the Pledges only encumber the Seller 2 Share and (ii) of payments made under the Cash Pool.

6.3.4

The copies of the documents attached as Exhibit 6.3.4 , are a true representation of the forecast provided by the management of the Group Companies to the Sellers and, to the Sellers´ Knowledge, constitute the most current versions of such documents.

6.4	2005 Financial Statements

6.4.1

The consolidated financial statements ( Konzernabschluss ) for the Company as well as the individual financial statements ( Einzelabschlüsse ) for DIA REAL and eu-medical, each as of 31 December 2005 (hereinafter jointly referred to as the “ 2005 Financial Statements ”), which are attached as Exhibit 6.4.1 hereof, (i) have been prepared in accordance with generally accepted accounting principles in Germany as of 31 December 2005 and in accordance with past practice (unless otherwise disclosed in the notes to the 2005 Financial Statements) (ii) with regard to the individual financial statements of DIA REAL and the consolidated financial statements of the Company have been audited by KPMG who have rendered an unqualified audit certificate ( uneingeschränkter Bestätigungsvermerk ), and (iii), except as disclosed in Exhibit 6.4.1 (iii) hereof presented a true and fair view of the asset, financial and profit position ( vermitteln unter Beachtung der Grundsätze ordnungsmäßiger Buchführung ein den tatsächlichen Verhältnissen entsprechendes Bild der Vermögens-, Finanz- und Ertragslage ) of the respective Group Company as of 31 December 2005 on the date when the 2005 Financial Statements were established ( aufgestellt ).

6.4.2

The 2005 Financial Statements are not materially distorted by items of an unusual or non-recurring nature or affected by the results of transactions with the Sellers or Sellers' Affiliates.

6.4.3

To the Sellers´ Knowledge, (i) all books, ledgers and other financial records of each of the Group Companies have in all material respects been maintained in accordance with applicable laws and the standard practice, and (ii) the accounting records of the Group Companies are in all material respects up to date and have been maintained in all material respects in accordance with the relevant law and generally accepted applicable standards, principles and practices.

6.5	Title to Assets; Encumbrances

6.5.1

The Group Companies have good and valid title to, or, in the case of leased or licensed assets or property, valid leasehold interests or licenses in, all property and assets (whether real, personal, tangible or intangible) reflected in the 2005 Financial Statements, except (i) as for property and assets disposed of since 31 December 2005 in the ordinary course of business; or (ii) reservations of title by suppliers, mechanics, workmen, carriers and the like in the ordinary course of business. To the Sellers´ Knowledge, the Group Compani

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