STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “ Agreement ”) is made and entered into as of January 27, 2009, by and between Piramal Healthcare, Inc. (“ Purchaser ”), a Delaware corporation and a direct wholly-owned subsidiary of Piramal Healthcare Limited, an Indian public limited company, and RxElite, Inc., a Delaware corporation (“ Seller ”).

WHEREAS , Seller owns 100% of the issued and outstanding capital stock (the “ Shares ”) of RxElite Holdings Inc., a Delaware corporation (the “ Acquired Company ”); and

WHEREAS , Seller, through ownership of the Acquired Company, is engaged in the marketing and distribution of generic inhalation anesthetics for use in connection with human and veterinary procedures (the “ Business ”); and

WHEREAS , Purchaser is the holder of a junior secured promissory note of Seller in the original principal amount of $3.0 million, pursuant to a Loan and Security Agreement, dated as of May 30, 2008 (the “ Purchaser Loan ”), between Purchaser and Seller; and

WHEREAS , Castlerigg Master Investments, Ltd. (the “ Senior Lender ”) is the holder of a senior secured promissory note of Seller in the original principal amount of $10.5 million, as to which the Purchaser Loan is fully and unconditionally subordinated, secured on a senior basis to the Purchaser Loan, by substantially all of the assets and properties of Seller, including of the Acquired Company; and

WHEREAS , Seller wishes to sell the Shares to Purchaser, and Purchaser wishes to purchase the Shares, in order to acquire the Business, subject, in all cases, to the consent of the Senior Lender, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE , in consideration of the foregoing premises, the mutual covenants and other agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto covenant and agree as follows:

As used in this Agreement, the following defined terms shall have the meanings indicated below:

“ Acquired Company ” has the meaning set forth in the Recitals.

“ Affiliate ” means any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified; provided, however, “Affiliate” shall not include officers, directors or stockholders of Seller, or the officers and directors of the Acquired Company. For purposes of this definition, “ control ” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” have meanings correlative to the foregoing.

“ Agreement ” means this Stock Purchase Agreement, as from time to time amended, modified or supplemented in accordance with its terms, including the Exhibits and Schedules attached hereto.

“ Assigned Contracts ” has the meaning set forth in Section 2.4 .

“ Balance Sheet Date ” means January 18, 2009.

“ Books and Records ” means all existing employee, accounting, business, marketing, corporate and other files, documents, instruments, papers, books and records, including financial statements, budgets, ledgers, journals, deeds, titles, policies, manuals, minute books, stock certificates and books, equity transfer ledgers, contracts, franchises, permits, supplier lists, reports, computer files and data, retrieval programs and operating data or plans.

“ Business ” has the meaning set forth in the Recitals.

“ Business Day ” means a day other than Saturday, Sunday, or any day on which the principal commercial banks located in the State of Delaware or the State of New York are authorized or obligated to close under the Laws of such states.

“ Claim ” has the meaning set forth in Section 7.5(a) .

“ Closing Date ” has the meaning set forth in Section 2.3 .

“ Closing Balance Sheet ” means the balance sheet of the Company dated as the Balance Sheet Date.  Within the Closing Balance Sheet, “column one” shall mean the first column entitled “RxElite, Inc. as of January 18, 2009” and “column three” shall mean the third column entitled “Rx Holdings as of January 18, 2009.”

“ Code ” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“ Company Plans ” means each “employee benefit plan” (within the meaning of Section 3(3) of ERISA) and each stock purchase, stock option, other stock-based, severance, change-in-control, disability, vacation, holiday, sick leave, fringe benefit, bonus, incentive, deferred compensation, welfare and other employee benefit plan, program, policy or other arrangement; and any employment (including severance and change of control) agreement; whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise); whether formal or informal, oral or written; under which any employee or former employee or director (or dependent or beneficiary thereof) of the Acquired Company has any present or future right to benefits or which has been sponsored, contributed to or maintained by the Acquired Company.

“ Constituent Documents ” means, for any corporation, partnership, limited partnership, limited liability company or other organization, its Certificate of Incorporation, bylaws, partnership agreement, operating agreement, certificate of limited partnership, certificate of formation and other similar formation and governance documents, each as amended to the relevant date.

“ Contract ” means any agreement, lease, license, sublicense, promissory note, evidence of indebtedness, or other contract (i) to which Seller or the Acquired Company is a party and (ii) either (A) binds any assets of the Acquired Company or (B) relates to the Business as of the Closing Date.

“ Controlled Group Member ” means any entity (whether or not incorporated) other than the Seller and the Acquired Company that, together with the Seller and Acquired Company, is considered under common control and treated as one employer under Section 414(b), (c), (m) or (o) of the Code.

“ Court Order ” means any judgment, order, award or decree of any federal, state, local or other court or judicial or quasi-judicial tribunal and any award in any binding arbitration proceeding.

“ Damages ” means any and all damages, claims, costs, fines, fees, expenses, Taxes, penalties, interest obligations and deficiencies (including reasonable attorneys’ fees and other necessary expenses of litigation).  Notwithstanding anything in this Agreement to the contrary, neither party nor any Affiliate thereof shall be liable for any consequential, incidental, special or punitive damages.

“ Encumbrance ” means any mortgage, pledge, assessment, security interest, lease, sublease, lien, adverse claim, levy, right of way, easement, covenant, charge or other encumbrance of any kind, or any conditional sale contract, title retention contract, or other agreement, arrangement or understanding to give or to refrain from giving any of the foregoing.

“ Equity Security ” and “ equity interest ” mean any “equity security” as such term is defined in the Exchange Act.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Escrow Account ” has the meaning set forth in Section 2.2(b)(ii) .

“ Escrow Agreement ” means the Escrow Agreement of even date herewith by and among Seller, Purchaser and Citibank, N.A.

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

“ Excluded Assets ” has the meaning set forth in Exhibit A and are excluded from the transaction in connection with the Reorganization.

“ Excluded Contracts ” has the meaning set forth in Exhibit B and are excluded from the transaction in connection with the Reorganization.

“ Excluded Liabilities ” has the meaning set forth in Exhibit B and are excluded from the transaction in connection with the Reorganization.

“ Excluded Payables ” has the meaning set forth in Exhibit B and are excluded from the transaction in connection with the Reorganization.

“ GAAP ” means accounting principles generally accepted in the United States of America, as consistently applied by the Acquired Company.

“ Governmental Authority ” means any national, state or local government; any political subdivision thereof; any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, department, bureau, commission or entity; any entity that contracts with a governmental entity to administer or assist in the administration of a government program; or any arbitrator with authority to bind a party at law.

“ Indemnifying Party ” has the meaning set forth in Section 7.5(a) .

“ Indemnitee ” has the meaning set forth in Section 7.5(a) .

“ Intellectual Property ” has the meaning set forth in Section 3.13 .

“ IRS ” has the meaning set forth in Section 6.4(d) .

“ Knowledge ” shall mean, with respect to a particular fact or other matter: (a) actual awareness of such fact or other matter; or (b) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter.  A Person (other than an individual) will be deemed to have “Knowledge” of a particular fact or other matter if any individual who is serving as a director, officer, partner, executor, or trustee of such Person (or in any similar capacity) has, or at any time had, knowledge of such fact or other matter.

“ Laws ” means all statutes, laws, ordinances, regulations and other pronouncements of any Governmental Authority having the effect of law of the United States, any state or commonwealth of the United States, or any city, county, municipality, department, commission, board, bureau, agency or instrumentality thereof.

“ Liabilities ” has the meaning set forth in Exhibit B .

“ Material Contracts ” shall have the meaning set forth in Section 3.8(a) .

“ Multiemployer Plan ” means any “multiemployer plan” within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA.

“ Permits ” means all licenses, permits, franchises, rights, registrations, approvals, authorizations, consents, waivers, exemptions, releases, certificates of need, variances or orders of, or filings with, or otherwise issued by, any Governmental Authority that relate to the Business.

“ Permitted Encumbrance ” means (a) any Encumbrance for Taxes or other governmental charges or assessments which are not delinquent, (b) any Encumbrance of any landlord, carrier, warehouseman, mechanic or materialman and any like Encumbrance arising in the ordinary course of business for sums that are not delinquent more than thirty (30) days, (c) Laws regulating the use or enjoyment of the applicable property, (d) all pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security, (e) with respect to any leased Real Property, Encumbrances which encumber the fee interest in such property, and (f) any Encumbrance due and owing to Purchaser and its Affiliates or to Minrad International, Inc. and its Affiliates.

“ Person ” means any natural person, corporation, general partnership, limited partnership, limited liability company, union, association, court, agency, government, tribunal, instrumentality, commission, arbitrator, board, bureau or other entity or authority.

“ Pre-Closing Period ” has the meaning set forth in Section 6.4(a)(i) .

“ Prohibited Activities ” has the meaning set forth in Section 5.1(a) .

“ Purchase Price ” has the meaning set forth in Section 2.2 .

“ Purchaser ” has the meaning set forth in the Preamble.

“ Purchaser Indemnitee ” has the meaning set forth in Section 7.2 .

“ Purchaser Loan ” has the meaning set forth in the Recitals.

“ Real Property ” means all real property that is occupied or used in connection with the operation of the Business other than the Excluded Assets, including the real property and real property interests set forth on Schedule 3.9(a) .

“ Reorganization ”  has the meaning set forth in Section 2.4 .

“ Retained Assets ” has the meaning set forth in Exhibit A .

“ Retained Contracts ” has the meaning set forth in Exhibit A .

“ Retained Liabilities ” has the meaning set forth in Exhibit B .

“ Section 1.1502-95 Election ” has the meaning set forth in Section 6.4(f) .

“ Section 338 Election ” has the meaning set forth in Section 6.4(d) .

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Selected Accounting Firm ” means an accounting or consulting firm of recognized national standing acceptable to Purchaser and Seller.

“ Seller ” has the meaning set forth in the Preamble.

“ Seller Affiliated Group ” means the affiliated group of corporations (as defined in Section 1504(a) of the Code) of which Seller is the parent.

“ Senior Lender ” has the meaning set forth in the Recitals.

“ Seller Indemnitee ” has the meaning set forth in Section 7.3 .

“ Shares ” has the meaning set forth in the Recitals.

“ Straddle Period ” has the meaning set forth in Section 6.4(a)(ii) .

“ Survival Period ” has the meaning set forth in Section 7.1 .

“ Tax ” shall mean all taxes, charges, fees, levies, imposts, duties, and other assessments, including any income, alternative minimum or add-on tax, estimated, gross income, gross receipts, sales, use, transfer, transactions, intangibles, ad valorem, value-added, franchise, registration, title, license, capital, paid-up capital, profits, withholding, employee withholding, payroll, worker’s compensation, unemployment insurance, social security, employment, excise, severance, stamp, transfer occupation, premium, recording, real property, personal property, commercial rent, environmental or windfall profit tax, custom, duty or other tax, fee or other like assessment or charge of any kind whatsoever, together with any interest, penalties, related liabilities, fines or additions to Tax that may become payable in respect thereof imposed by any country, any state, county, provincial or local government or subdivision or agency thereof.

“ Tax Adjustment ” has the meaning set forth in Section 6.4(d) .

“ 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.

“ Tax Statement ” has the meaning set forth in Section 6.4(a)(ii) .

“ Territory ” has the meaning set forth in Section 5.1(a)(i) .

1.2            Interpretation .  The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, Exhibits and Schedules of this Agreement unless otherwise specified.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  All terms defined in this Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and, as appropriate, to the masculine, feminine and neuter genders of such terms.  Any reference to this Agreement includes any Exhibits or Schedules hereto. References to a Person are also to its permitted successors and assigns.

2.1            Sale of the Shares .  On and subject to the terms and conditions set forth in this Agreement, at the closing, Seller shall sell, assign, transfer and deliver to Purchaser, free and clear of all Encumbrances, and Purchaser shall purchase from Seller, the Shares.  At the closing, title to the Shares shall pass to Purchaser, as record and beneficial owner.

2.2           Purchase Price .

(a)           The consideration to be paid by Purchaser for the Shares shall be Four Million One Hundred Fifty-Four Thousand Sixty-Nine Dollars and 30/100 ($4,154,069.30) (the “ Purchase Price ”).

(b)           The Purchase Price shall be payable as follows:

(i)           an aggregate of Three Million Two Hundred Fifty-Four Thousand Sixty-Nine Dollars and 30/100 ($3,254,069.30) by wire transfer of immediately available funds at closing to an account or accounts designated by Seller; and

(ii)           Nine Hundred Thousand Dollars ($900,000.00) (the “ Holdback Amount ”) payable by Purchaser to be held in an escrow account (the “ Escrow Account ”) and disbursed pursuant to the terms of the Escrow Agreement; provided, however, that the Holdback Amount shall be reduced by any amounts owed to or properly payable to Purchaser pursuant to Article VII of this Agreement.

2.3           Closing .  The closing of the transactions contemplated by this Agreement shall be deemed to occur at 11:59 p.m., Central Time, on the Closing Date or at such other time as shall be mutually agreed upon in writing by the parties hereto.  The date on which the closing takes place is referred to herein as the “ Closing Date .”

2.4           Reorganization Transactions .  Prior to the Closing Date, Seller shall have caused (a) the Acquired Company to transfer or assign the Excluded Assets and the Excluded Liabilities to Seller or its designated Affiliate, and (b) Seller or one or more of its designated Affiliates to assume the Excluded Assets and the Excluded Liabilities from the Acquired Company.  Prior to the Closing Date, Seller shall have assigned to the Acquired Company (i) the customer contracts related to the Business that are held by Seller and are set forth on Schedule 2.4 (the “ Assigned Contracts ”), and (ii) the Purchaser Loan.  The transactions described in this Section 2.4 shall be referred to herein as the “ Reorganization ”.

2.5           Closing Deliveries .  At the closing, the following events will occur:

(a)            Ownership Interests .  Seller will deliver to Purchaser all certificates representing the Shares, such certificates representing the Shares to be duly endorsed by Seller or accompanied by duly executed blank stock powers or other appropriate instruments of conveyance.

(b)            Payment for Shares .  At the closing, Purchaser shall pay the Purchase Price set forth in Section 2.2 in immediately available funds by electronic wire transfer to an account designated by Seller.

(c)            Good Standing Certificates .  Seller shall deliver to Purchaser a good standing certificate issued with respect to Seller and the Acquired Company issued by the Secretary of State of Delaware dated as of a date that is not more than thirty (30) days prior to the Closing Date.  Purchaser shall deliver to Seller a good standing certificate issued with respect to Purchaser issued by the Secretary of State of Delaware dated as of a date that is not more than thirty (30) days prior to the Closing Date.

(d)            Books .  Seller shall deliver to Purchaser the original corporate minute books of the Acquired Company, including true and complete copies of the Constituent Documents of the Acquired Company and other records included in the Business.

(e)            Powers of Attorney .  Seller shall deliver to Purchaser evidence of termination of all powers of attorney between the Acquired Company and any other Person.

(f)            Resignations .  Seller shall deliver to Purchaser resignations, effective as of the Closing Date, of the officers and directors of the Acquired Company.

(g)            FIRPTA Certificate .  Seller shall deliver to Purchaser a certificate of non-foreign status that complies with Treasury Regulation Section 1.1445-2(b)(2).

(h)            Opinion of Delaware Counsel .  Purchaser shall receive an opinion of Delaware counsel in customary form for such opinion, that the purchase of the Shares does not require approval of the shareholders of Seller, and an opinion of counsel acceptable to Purchaser that the execution, delivery and performance of this Agreement and any other material agreement to be entered into by Seller pursuant to the terms of this Agreement have been duly authorized and approved by and on behalf of Seller.

(i)            Secretary’s Certificate .  Purchaser and Seller shall deliver copies of the following, in each case certified as of the Closing Date by a Secretary or an Assistant Secretary:

(1)           resolutions of the respective boards of directors of each party authorizing the execution, delivery and performance of this Agreement and the other agreements that such party is required to execute and deliver pursuant to the terms of this Agreement;

(2)           the signature and incumbency of the officers of such party authorized to execute and deliver this Agreement and the other agreements and certificates that such party is required to deliver pursuant to this Agreement; and

(3)           such party’s Constituent Documents.

(j)            Reorganization Transactions .  Seller shall consummate or cause the Acquired Company to consummate, the reorganization transactions described in Section 2.4.

(k)            Escrow Agreement . Seller and Purchaser shall deliver the fully executed Escrow Agreement.

Seller represents and warrants to Purchaser as follows:

3.1           Organization of Seller .  Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.

(a)           The Acquired Company (i) is a corporation validly existing and in good standing under the Laws of the State of Delaware and (ii) has the corporate power and authority to own or lease and to operate its assets and to conduct its business as currently conducted.

(b)           The authorized capital of the Acquired Company consists of 100,000,000 shares of common stock, $.00237 par value per share,   14,827,754   shares of which are issued and outstanding as of the date hereof.  The Shares have been duly authorized, validly issued, fully paid and non-assessable.  Except for the Shares, there are no outstanding equity securities of the Acquired Company, including (i) securities that are convertible into or exchangeable for any capital stock, partnership interests or membership interests of the Acquired Company, (ii) contracts, arrangements, commitments or restrictions relating to the issuance, sale, transfer, purchase or obtaining of capital stock or other equity securities of the Acquired Company, or (iii) options, warrants, rights, calls or commitments of any character granted or issued by the Acquired Company governing the issuance of shares of its capital stock.

(c)           (i) Seller has good and marketable title to, and owns, the Shares, beneficially and of record; (ii) the Shares are free of all Encumbrances; (iii) Seller has full voting power over the Shares, subject to no proxy, stockholders’ agreement, voting trust or other agreement relating to the voting of any of the Shares; and (iv) other than this Agreement, there is no agreement between Seller and any other Person with respect to the disposition of the Shares.

(d)           (i) No Person has any preemptive right to purchase any equity interests in the Acquired Company, and (ii) other than the Shares, there are no outstanding equity interests in the Acquired Company giving the owner or holder thereof the right to vote on any matters on which stockholders, partners or members of the Acquired Company may vote.

(e)           The Acquired Company does not directly or indirectly own, of record or beneficially, any equity security of any Person.

(a)           The execution, delivery and performance by Seller of this Agreement and the other agreements to be entered into by it pursuant to the terms of this Agreement, and the consummation by Seller of the transactions contemplated hereby and thereby, are within Seller’s corporate powers, are not in contravention of the terms of Seller’s Constituent Documents, and have been duly authorized and approved by the board of directors of Seller.  No other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery and performance of this Agreement or any other agreement to be entered into by Seller pursuant to the terms of this Agreement.

(b)           This Agreement has been duly and validly executed and delivered by Seller.  As of the Closing Date, the other agreements to be entered into by Seller and by the Acquired Company pursuant to the terms of this Agreement will have been duly and validly executed and delivered by Seller and the Acquired Company.  This Agreement constitutes (and upon their execution and delivery by Seller and the Acquired Company, the other agreements to be entered into pursuant to the terms of this Agreement by Seller and the Acquired Company will constitute) the legal, valid and binding obligations of Seller and the Acquired Company enforceable against Seller and the Acquired Company in accordance with their respective terms (assuming the valid authorization, execution and delivery hereof and thereof by Purchaser), subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general application relating to or affecting creditors’ rights and to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing.

3.4           No Conflicting Agreements; Consents .  Except as set forth in Schedule 3.4 , neither the execution and delivery of this Agreement or any of the other agreements to be entered into by Seller pursuant to the terms of this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will:

(a)           violate, conflict with, result in a breach or termination of the terms, conditions or provisions of, constitute a default under, or entitle any party to terminate or accelerate (i) the Constituent Documents of Seller or the Acquired Company, (ii) any Material Contract, (iii) any Court Order to which Seller or the Acquired Company is a party or by which Seller or the Acquired Company is bound, or (iv) any material requirements of Law affecting Seller;

(b)           result in the creation or imposition of any Encumbrance upon any of the assets of the Acquired Company (except for Permitted Encumbrances); or

(c)           require a permit, approval, consent or authorization from, or the making by Seller of any declaration, filing or registration with, any Governmental Authority, except as provided in Section 6.1 .

3.5           Closing Balance Sheet; Accounts Receivable .   Schedule 3.5 sets forth the Closing Balance Sheet of the Acquired Company.  Column three of the Closing Balance Sheet fairly presents in all material respects the financial position of the Acquired Company as of the date indicated after giving effect to the Reorganization.  All accounts receivable in such column three of the Closing Balance Sheet are valid obligations and represent bona fide claims against debtors for sales actually made or services actually performed in the ordinary course of the Business.  There is no contest, claim or right of setoff, other than in the ordinary course of the Business, contained in any agreement with any maker of an account receivable relating to the amount or validity of such account receivable.

(a)           Except as disclosed in Schedule 3.6(a) , the Acquired Company does not have any material liabilities of any nature (whether accrued, absolute, contingent or otherwise) that are of a type required to be disclosed or reflected in financial statements of the Acquired Company in accordance with GAAP after giving effect to the Reorganization except for (i) liabilities reflected or reserved against in column three of the Closing Balance Sheet (including the notes thereto, if any) and (ii) liabilities incurred in the ordinary course of business since the Balance Sheet Date and that are not (individually or in the aggregate) material to the Acquired Company.

(b)           (i) The Acquired Company holds all right, title and interest in the Retained Assets, (ii) holds no right, title or interest in any assets other than the Retained Assets, and (iii) has no liabilities other than the Retained Liabilities.

(c)           As a result of the consummation of the transactions contemplated hereby, Purchaser and its Affiliates shall hold all right, title and interest in the Retained Assets, which constitute all assets, tangible and intangible, real and personal, currently used in connection with the current operation of the Business.

3.7           Absence of Changes .  Except as disclosed in Schedule 3.7 , since September 30, 2008, there has not been any transaction or occurrence in which the Acquired Company, in connection with the Business, has:

(a)           suffered any material damage, destruction or loss;

(b)           disposed of or permitted to lapse any material right to the use of any Retained Assets;

(c)           made or entered into a commitment to make any material capital expenditure on behalf of the Acquired Company;

(d)           terminated or materially amended any Material Contract or lease to which the Acquired Company is a party, other than in the ordinary course of business; or

(e)           agreed, so as to legally bind Purchaser or the Acquired Company, whether in writing or otherwise, to take any of the actions set forth in this Section 3.7 and not otherwise permitted by this Agreement.

(a)            Schedule 3.8(a) sets forth a true and complete list of each Contract (the “ Material Contracts ”), including each Assigned Contract, that relates to the Business and is not an Excluded Contract, and any Contract with respect to a period following the Closing Date (i) that provides for aggregate payments to or from the Acquired Company in excess of $100,000 per contract year; (ii) that is an employment or severance Contract; (iii) that contains restrictions with respect to payment of dividends or any other distributions in respect of the capital stock or other equity interests of the Acquired Company; (iv) that guarantees any indebtedness or obligation of any Person; (v) that limits the ability of the Acquired Company to engage freely in any line of business in any geographic area or to compete with any Person; (vi) under which the Acquired Company has borrowed or loaned money, or that is a mortgage, note, bond, indenture or other evidence of indebtedness (excluding advances, deposits, trade payable in the ordinary course of business, and leases for telephones, copy machines, facsimile machines and other office equipment); (vii) that establishes any joint venture, partnership or other similar joint ownership entity or arrangement; (viii) with respect to the management of the Acquired Company; (ix) that is a consent decree of any Governmental Authority to which the Acquired Company is bound; (x) that (A) grants or acquires any right to use any Intellectual Property (other than Contracts granting rights to use readily available commercial software available to consumers for a combined license and maintenance fee or subject to “shrink wrap” or “click through” license agreements) or (B) restricts the right of the Acquired Company or permits any third Person to use any Intellectual Property; or (xi) that is an agreement between Seller and the Acquired Company, or their respective officers or directors.  Copies of all Material Contracts have been made available to Purchaser.

(b)           Each Material Contract is valid, binding and enforceable against the Acquired Company and, to Seller’s Knowledge, against the other party to such Material Contract, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general application relating to or affecting creditors’ rights and to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, and Seller or the Acquired Company has duly performed in all respects its obligations under each Material Contract to which it is a party (to the extent that such obligations to perform have arisen).

(c)           Neither Seller nor the Acquired Company is in breach or default (nor would there be a breach or default with notice or lapse of time or both as a result of events that have occurred) under any Material Contract.

3.9           Real Property .   Schedule 3.9(a) sets forth the addresses for all Real Property leased by the Acquired Company or used in connection with the operation of the Business.  Except as set forth on Schedule 3.9(a) , all title, interest and other rights with respect to Real Property are held by the Acquired Company, which holds good and valid leasehold title, thereto, subject only to Permitted Encumbrances.  The Acquired Company owns no Real Property.

3.10         Personal Property .  Except as set forth on Schedule 3.10 , the Acquired Company is in possession of and, except for Permitted Encumbrances, has good title to, or valid leasehold interests in or valid rights under contract to use, all of the personal property used in the conduct of the Business as presently conducted, including anesthetic vaporizers in the field or held as inventory.  Except as set forth on Schedule 3.10 , no outstanding rights, agreements or other commitments current