UNIT PURCHASE AGREEMENT

Exhibit 10.1

UNIT PURCHASE AGREEMENT

Agreement entered into on November 21, 2007, by and among Lumigen, Inc., a Michigan corporation (the “ Buyer ”), and Hashem Akhavan-Tafti, A. Paul Schaap, Richard S. Handley, and Gary T. Priestap (collectively the “ Sellers ”). The Buyer and the Sellers are sometimes referred to herein individually as a “Party” and collectively as the “ Parties .”

The Sellers in the aggregate own 80.1% of the outstanding Units of Nexgen Diagnostics LLC, a Delaware limited liability company (“ NexGen ”).

Buyer owns 19.9 of the outstanding Units of NexGen.

This Agreement contemplates a transaction in which the Buyer will purchase from the Sellers, and the Sellers will sell to the Buyer, all of their outstanding Units of NexGen in return for cash.

Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows.

1. Definitions .

“ Adverse Consequences ” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses.

“ Affiliate ” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.

“ Applicable Percentage ” as set forth on Appendix I attached hereto.

“ Buyer ” has the meaning set forth in the preface above.

“ Closing ” has the meaning set forth in §2(c) below.

“ Closing Date ” has the meaning set forth in §2(c) below.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Confidential Information ” means any information concerning the businesses and affairs of NexGen that is not already generally available to the public.

“ Disclosure Schedule ” has the meaning set forth in §4 below.

“ Financial Statements ” has the meaning set forth in §4(g) below.

“ Improvements ” has the meaning set forth in §4(l) below.

“ Intellectual Property ” means (i) all inventions and discoveries (whether or not patentable or reduced to practice), patents, patent applications, improvements thereto, invention disclosures, and other rights of invention, worldwide, including without limitation any reissues, divisions, continuations and continuations in part, provisionals, reexamined patents or other applications or patents claiming the benefit of the filing date of any such application or patent (collectively, “Patents”); (ii) all copyrights in both published works and unpublished works, all rights in copyrights, including derivative rights, moral rights, website content, and other rights or authorship and exploitation, and any applications, registrations and renewals in connection therewith, worldwide (collectively, “Copyrights”); (iii) all know how, trade secrets, confidential information, technical information, software, data, process technology, plans, drawings, and blue prints (collectively, “Trade Secrets”); (iv) rights to exclude others from appropriating any of such intellectual property,

including the rights to sue for and remedies against past, present and future infringements of any or all of the foregoing and rights or priority and protection or interests therein; and (v) any other proprietary, intellectual property and other rights relating to any or all of the foregoing anywhere in the world.

“ Knowledge ” means actual knowledge of a fact or other matter following the exercise of a reasonable inquiry and investigation with respect to such fact or other matter.

“ Knowledge of NexGen ” means the Knowledge of any of the Sellers.

“ Liability ” means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

“ LLC Agreement ” means Limited Liability Company Agreement of Nexgen Diagnostics LLC dated as of November 8, 2006, as amended.

“ Lumigen ” has the meaning set forth in the preface above.

“ NexGen ” has the meaning set forth in the preface above.

“ Ordinary Course of Business ” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“ Party ” has the meaning set forth in the preface above.

“ Person ” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).

“ Purchase Price ” has the meaning set forth in §2(b) below.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Security Interest ” means any mortgage, pledge, lien, encumbrance, charge, or other security interest, other than (a) mechanic’s, materialmen’s, and similar liens, (b) liens for Taxes not yet due and payable or for Taxes that the taxpayer is contesting in good faith through appropriate proceedings, (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

“ Sellers ” has the meaning set forth in the preface above.

“ SOL Representations ” means the representations and warranties in §§3(a) and (b), and 4(a), (b), (c), (d) and (k).

“ Subsidiary ” means any corporation with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the common stock or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors.

“ Tax ” means any federal, state, or local income, license, excise, severance, stamp, occupation, premium, windfall profits, capital stock, franchise, profits, personal property, use, transfer, registration, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

“ Tax Return ” means 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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“ Unit ” means an undivided interest in NexGen, including the rights and benefits set forth in that certain Limited Liability Company Agreement of Nexgen Diagnostics LLC dated as of November 8, 2006, as amended (the “LLC Agreement”), together with all obligations of the holders thereof set forth in such Agreement.

2. Purchase and Sale of NexGen Units .

(a) Basic Transaction . On and subject to the terms and conditions of this Agreement, at the Closing the Buyer agrees to purchase from each of the Sellers, and each of the Sellers agrees to sell to the Buyer, all of his NexGen Units for the consideration specified below in this §2.

(b) Purchase Price . The Buyer agrees to pay to the Sellers $450,000 per Unit for an aggregate purchase price for the Seller Units of $36,045,000 (the “ Purchase Price ”) by delivery of cash payable by wire transfer or delivery of other immediately available funds at the Closing. The Purchase Price shall be allocated among the Sellers in proportion to their respective holdings of NexGen Units as set forth in §4(b) of the Disclosure Schedule.

(c) Signing and Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Buyer’s parent, Beckman Coulter, Inc in Fullerton, California, commencing at 9:00 a.m. local time on November 30, 2007 or such other date or location as the Buyer and the Sellers may mutually determine (the “ Closing Date ”).

(d) Deliveries at the Closing . At the Closing, (i) the Sellers will deliver to the Buyer the various certificates, instruments, and documents referred to in §6(a) below, (ii) the Buyer will deliver to the Sellers the various certificates, instruments, and documents referred to in §6(b) below, and (iii) the Buyer will wire to each of the Sellers in accordance with attached Appendix I the consideration specified in §2(b) above.

3. Representations and Warranties Concerning the Transaction .

(a) Representations and Warranties of the Sellers . Each of the Sellers represents and warrants to the Buyer severally, but not jointly, and only with respect to himself, that the statements contained in this §3(a) are true and correct and shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made at that time, except as set forth in Annex I attached hereto (which will be delivered to Buyers not later than November 23, 2007).

(i) Sellers. The Sellers are individuals.

(ii) Authorization of Transaction. Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Sellers, enforceable in accordance with its terms and conditions, except to the extent that enforceability hereof may be limited by bankruptcy, insolvency, and other similar laws affecting the rights and remedies of creditors generally and general equitable principles. The Sellers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

(iii) Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of the Sellers is subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any of the Sellers is a party or by which he or it is bound or to which any of his or its assets is subject.

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(iv) Brokers’ Fees. The Sellers have no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Buyer could become liable or obligated.

(v) NexGen Units. The Sellers holds of record and own beneficially the number of NexGen Units set forth next to his name in §4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. None of the Sellers is a party to any option, warrant, purchase right, or other contract or commitment that could require such Seller to sell, transfer, or otherwise dispose of any Units of NexGen (other than this Agreement). None of the Seller is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any of the Units of NexGen.

(b) Representations and Warranties of the Buyer . The Buyer represents and warrants to the Sellers that the statements contained in this §3(b) are true and correct and shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made at that time, except as set forth in Annex II attached hereto (which will be delivered to Buyers not later than November 23, 2007).

(i) Organization of the Buyer. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of Michigan.

(ii) Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except to the extent that enforceability hereof or thereof may be limited by bankruptcy, insolvency, and other similar laws affecting the rights and remedies of creditors generally and general equitable principles. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

(iii) Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of its charter or bylaws or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject.

(iv) Brokers’ Fees. The Buyer has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which any Seller could become liable or obligated.

(v) Investment. The Buyer is acquiring the NexGen Units for its own account for investment only, and not with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.

4. Representations and Warranties Concerning NexGen . The Sellers represent and warrant to the Buyer that the statements contained in this §4 are true and correct and shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made at that time, except as set forth in the disclosure schedule delivered by the Sellers to the Buyer not later than November 23, 2007 and initialed by the Parties (the “ Disclosure Schedule ”). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this §4.

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(a) Organization, Qualification, and Corporate Power . NexGen is a limited liability company duly organized, validly existing, and in good standing under the laws of Delaware. §4(a) of the Disclosure Schedule lists the managers of NexGen. The Sellers have delivered to the Buyer correct and complete copies of the Certificate of Formation and Limited Liability Company Agreement of NexGen (as amended to date). The minute books (containing the records of meetings of the members, the board of managers, and any committees of the board of managers), are correct and complete. NexGen is not in default under or in violation of any provision of its Certificate of Formation or Limited Liability Company Agreement.

(b) Capitalization . The entire authorized capital Units of NexGen consists of 100 NexGen Units, of which all 100 NexGen Units are issued and outstanding. All of the issued and outstanding NexGen Units have been duly authorized, are validly issued and fully paid and are held of record by the respective Sellers as set forth in §4(b) of the Disclosure Schedule, with the remaining 19.9 Units being held by Buyer. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require NexGen to issue, sell, or otherwise cause to become outstanding any of its additional Units. There are no outstanding or authorized unit appreciation, phantom unit, profit participation, or similar rights with respect to NexGen. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the Units of NexGen.

(c) Noncontravention . Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which NexGen is subject or any provision of the Certificate of Formation or Limited Liability Company Agreement of NexGen or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which NexGen is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets). NexGen does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.

(d) Brokers’ Fees . NexGen has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

(e) Title to Assets . NexGen does not own nor does it lease any tangible personal property.

(f) Subsidiaries . NexGen does not have any Subsidiaries.

(g) Financial Statements . Attached hereto as Exhibit A are unaudited consolidated balance sheets and statements of income and cash flow as of and for the period from November 8 – December 31, 2006 and January 1 – October 30, 2007 for NexGen (the “ Financial Statements ”). The Financial Statements present fairly the financial condition of NexGen as of such dates and the results of operations of NexGen for such periods, are correct and complete, and are consistent with the books and records of NexGen.

(h) Events Subsequent to the Financial Statements . Except that NexGen has, subsequent to October 30, 2007, distributed all of the cash identified in the Financial Statements, since such date there has not been any material adverse change in the business, financial condition, operations, results of operations of NexGen and NexGen has only been operated in the Ordinary Course of Business.

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(i) Undisclosed Liabilities . NexGen has no Liability other than:

(i) Liabilities to the extent and for the respective amounts reflected as a liability on the Financial Statements;

(ii) Liabilities or obligations incurred in the Ordinary Course of Business since the date of the Financial Statements that are not required to be set forth on the Disclosure Schedules;

(iii) obligations for performance (but not for breach) under contracts; and

(iv) the other liabilities and obligations specifically disclosed on the Disclosure Schedules.

(j) Legal Compliance . NexGen has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, and local governments and, to the Knowledge of Sellers, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against it alleging any failure so to comply.

(k) Tax Matters . NexGen has filed or caused to be filed all Tax Returns that it was required to file. All such Tax Returns were accurately prepared in all material respects. All Taxes owed by NexGen (whether or not shown on any Tax Return) have been paid or provision has been made for the payment thereof, except such Taxes, if any, set forth on Section 4(k) of the Disclosure Schedules and are being contested in good faith and as to which adequate reserves have been provided in the Financial Statements. NexGen is currently not the beneficiary of any extension of time within which to file any Tax Return. There are no Security Interests on any of the assets of NexGen that arose in connection with any failure (or alleged failure) to pay any Tax.

(l) Real Property . NexGen neither owns nor leases real property.

(m) Intellectual Property .

(i) §4(m)(i) of the Disclosure Schedule identifies each patent which has been issued to NexGen with respect to any of its Intellectual Property, identifies each pending patent application which NexGen has made with respect to any of its Intellectual Property, identifies each invention disclosure or record (including identification of all laboratory notebooks pertaining to such invention) with respect to its Intellectual Property and identifies each license, sublicense, agreement, or other permission NexGen has granted to any third party with respect to any of its Intellectual Property (together with any exceptions). The Sellers have made available to the Buyer true and correct copies of all such patents, applications, licenses, sublicenses, agreements, and permissions (as amended to date), have made available to the Buyer correct and complete copies of all other written documentation evidencing ownership and prosecution (if applicable) of each such item, and agrees to maintain such copies on the current Lumigen premises through the Closing.

(ii) §4(m)(ii) of the Disclosure Schedule identifies each item of Intellectual Property that any third party owns and that NexGen uses pursuant to license, sublicense, agreement, or permission. The Sellers have made available to the Buyer true and correct copies of all such licenses, sublicenses, agreements, and permissions (as amended to date) and agrees to maintain such copies on the current Lumigen premises through the Closing. With respect to each item of Intellectual Property required to be identified in §4(m)(ii) of the Disclosure Schedule:

(A) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect as to NexGen;

(B) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms followi