Exhibito 10.4

STRATEGIC ALLIANCE MASTER AGREEMENT

AMONG

IBIS BIOSCIENCES, INC.

ISIS PHARMACEUTICALS, INC.

AND

ABBOTT MOLECULAR INC.

January 30, 2008

TABLE OF CONTENTS

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STRATEGIC ALLIANCE MASTER AGREEMENT

THIS STRATEGIC ALLIANCE MASTER AGREEMENT ( this “ Master Agreement ”) is made and entered into as of this 30th day of January, 2008, by and among Isis Pharmaceuticals, Inc., a Delaware corporation (“ Isis ”), Ibis Biosciences, Inc., a Delaware corporation (“ Ibis ”), Abbott Molecular Inc. , a Delaware corporation (“ AMI ”) and Affiliate of Abbott Laboratories, an Illinois corporation (“ Abbott ”).  Ibis, Isis and AMI are sometimes referred to herein individually as a “ Party ,” and collectively as the “ Parties .”

RECITALS

WHEREAS , Ibis, Isis and AMI wish to enter into a strategic alliance related to the Business;

WHEREAS , as part of this strategic alliance, AMI will make an investment in Ibis by purchasing the Shares pursuant to Section 2 of this Master Agreement;

WHEREAS , as a material inducement for AMI to enter into this Master Agreement and the other Transaction Documents, Ibis and Isis will grant to AMI certain additional rights pursuant to the Investor Rights Agreement, the form of which is attached hereto as Exhibit A (the “ Investor Rights Agreement ”);

WHEREAS , as a material inducement to enter into this Master Agreement and the other Transaction Documents, Isis has granted to AMI an option to, in AMI’s sole discretion, purchase all of the Capital Stock of Ibis (other than the Shares (and the Additional Shares if AMI elects to acquire the Additional Shares pursuant to the Call Option Agreement and the Stock Subscription Agreement)) pursuant to the Call Option Agreement, in the form attached hereto as Exhibit B (the “ Call Option Agreement ”);

WHEREAS , as a material inducement to enter into this Master Agreement and the other Transaction Documents, Ibis has granted to AMI a subscription right to, in AMI’s sole discretion, subscribe for and purchase the Additional Shares prior to the Cut-Off Date for an aggregate purchase price of $20,000,000 pursuant to the Stock Subscription Agreement, the form of which has been agreed to by the Parties and is attached as an exhibit to the Call Option Agreement (the “ Stock Subscription Agreement ”); and

WHEREAS , if AMI, in its sole discretion, exercises the Call Option, the Parties will consummate the purchase by AMI of all of the Capital Stock of Ibis (other than the Shares (and the Additional Shares if AMI exercises the Subscription Right and acquires the Additional Shares pursuant to the Call Option Agreement and the Stock Subscription Agreement)) pursuant to the Stock Purchase Agreement, the form of which has been agreed to by the Parties and is attached as an exhibit to the Call Option Agreement (the “ Acquisition Agreement ”).

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

SECTION 1.  DEFINITIONS

Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in this Section 1 .

(a)                                   “ Abbott Transaction Team ” means the individuals listed on Schedule 1(a) .

(b)                                   “ Acquisition Closing ” means the consummation of the purchase by AMI of all of the Capital Stock of Ibis (other than the Shares (and the Additional Shares if AMI elects to acquire the Additional Shares pursuant to the Call Option Agreement and the Stock Subscription Agreement)) pursuant to the Acquisition Agreement.

(c)                                   “ Additional Shares ” means 114,250 shares of Common Stock that may be acquired by AMI from Ibis in AMI’s sole discretion prior to 5:00 p.m. (Pacific Time) on the Cut-Off Date pursuant to the Call Option Agreement and the Stock Subscription Agreement, as may be held from time to time by AMI and its permitted assigns, which, together with the Shares, will represent approximately 18.6% of the issued and outstanding Common Stock.

(d)                                   “ Affiliate ” of an entity means any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such first entity.  For purposes of this definition only, “control” (and, with correlative meanings, the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct the management or policies of an entity, whether through the ownership of voting securities or by Contract relating to voting rights or corporate governance; provided , that (i) with respect to AMI and Abbott, the term “Affiliate” shall specifically exclude [***] and (ii) with respect to Isis, the term “Affiliate” shall specifically exclude [***]

(e)                                   “ Applicable Law ” or “ Law ” means all applicable common law, laws, constitutional provisions, ordinances, statutes, rules, regulations, administrative rulings, executive orders and other pronouncements having the effect of law of any federal, national, multinational, state, provincial, county, city or other political subdivision, agency or other body, domestic or foreign, including but not limited to any applicable rules, regulations, guidelines, or other requirements of Governmental Authorities that may be in effect from time to time.

(f)                                     “ [***] Milestone ” has the meaning ascribed to such term in the Call Option Agreement .

(g)                                  “ Business ” means researching, developing, manufacturing, selling, marketing, distributing and using a system, process or reagents for the identification and/or quantitation of nucleic acids or the performing of services relating to the foregoing, as conducted by Ibis or by Isis, with respect to the Division, on and prior to the date hereof.

(h)                                  “ Business Day ” means any day other than a Saturday, Sunday, or a day on which the banks in Chicago, Illinois are authorized or obligated by Law to close.

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(i)                                     “ Call Option ” has the meaning ascribed to such term in the Call Option Agreement.

(j)                                     “ Call Option Expiration Date ” has the meaning ascribed to such term in the Call Option Agreement.

(k)                                 “ Call Period ” has the meaning ascribed to such term in the Call Option Agreement.

(l)                                     “ Capital Stock ” means all capital stock, equity or controlling interests and other securities in an issuer, including, without limitation, options, warrants, depositary receipts, stock appreciation or phantom stock rights or other agreements or undertakings, including stock or securities convertible or exchangeable for any shares of capital stock, equity or controlling interests or other securities in an issuer or containing any profit participation features or pursuant to which such issuer is or could be bound to issue or repurchase any capital stock, equity or controlling interests or other securities.

(m)                               “ Change of Control ” means, with respect to any Person, the occurrence of (i) any consolidation or merger of such Person with or into any other Person, or any other corporate reorganization or transaction (including the acquisition of Capital Stock of such Person (or any rights to acquire, or securities convertible into or exchangeable for, any such Capital Stock)), whether or not such Person is a party thereto, in which the stockholders or equity-holders of such Person or other Persons controlling such Person immediately prior to such consolidation, merger, reorganization or transaction, own Capital Stock either (A) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of such Person or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (B) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors or equivalent governing body of such Person or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) a sale, lease, license or other disposition of all or a material portion of the assets of such Person.

(n)                                  “ Claim ” means any claim, lawsuit, demand, audit, investigation, charge, suit, hearing, notice of a violation, litigation, action, proceeding, order, judgment, grievance, or arbitration, whether civil, criminal, administrative or otherwise, whether at law or in equity, or any inquiry likely to result in any of the foregoing.

(o)                                   “ Closing Date ” means 9:00 a.m. Pacific Time on the date hereof.

(p)                                   “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

(q)                                   “ Common Stock ” means the Common Stock of Ibis, par value $0.001 per share.

(r)                                   “ Confidential Information ” means all information and any tangible embodiments thereof provided by or on behalf of the Disclosing Party to the Receiving Party or to the Receiving Party’s Representatives either in connection with the discussions and

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negotiations pertaining to the Transaction Documents or in the course of performing the Transaction Documents, including without limitation: know-how; data; knowledge; practices; processes; research and development plans; engineering designs and drawings; research data; manufacturing processes and techniques; scientific, manufacturing, marketing and business plans; and financial and personnel matters relating to the Disclosing Party or to its present or future products, sales, suppliers, customers, employees, consultants, independent contractors, investors or business; regardless of whether any of the foregoing are marked “confidential” or “proprietary” or communicated to the other by the Disclosing Party in oral, written, graphic or electronic form.  Notwithstanding the foregoing , information of a Party will not be deemed Confidential Information to the extent that the Receiving Party can show by competent proof that such information:

(i)                                     is or becomes generally available to the public other than as a result of an unauthorized disclosure by the Receiving Party or its Representatives;

(ii)                                 was available to the Receiving Party or its Representatives on a non-confidential basis prior to its disclosure by the Disclosing Party or its Representatives;

(iii)                             is or becomes available to the Receiving Party or its Representatives from a Person, other than the Disclosing Party or its Representatives, who is not bound by a confidentiality obligation to the Disclosing Party or its Representatives;

(iv)                                is independently developed by the Receiving Party or its Representatives without reference to or use of any Confidential Information of the Disclosing Party.

(s)                                   “ Contract ” means any contract, lease, deed, mortgage, license, instrument, note, commitment, undertaking, understanding, indenture, joint venture, purchase order, service order and all other agreements and arrangements, whether oral or written.

(t)                                     “ Contribution Agreement ” means the Contribution Agreement, dated July 31, 2007, by and between Ibis and Isis.

(u)                                  “ Corporate Services Agreement ” means the Corporate Services Agreement, dated July 31, 2007, by and between Ibis and Isis.

(v)                                    “ Cut-Off Date ” has the meaning ascribed to such term in the Call Option Agreement.

(w)                                 “ Division ” means the Ibis Biosciences division of Isis.

(x)                                   “ Employee Pension Benefit Plan ” has the meaning set forth in Section 3(2) of ERISA.

(y)                                   “ Employee Welfare Benefit Plan ” has the meaning set forth in Section 3(1) of ERISA.

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(z)                                   “ Encumbrance ” means any mortgage, covenant, hypothecation, condition, Claim, easement, encroachment, right of way, restriction, option, lien (statutory or otherwise), pledge, charge, license, security interest or encumbrance of any nature whatsoever.

(aa)                             “ Environmental Laws ” means any federal, state, local or foreign statutes, ordinances, codes, treaties, or other Laws (including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, the Oil Pollution Prevention Act, the Federal Insecticide, Fungicide, & Rodenticide Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, the Solid Waste Disposal Act, the Emergency Planning and Community Right-to-Know Act, the Occupational Safety and Health Act), including any regulations, rules, plans, other criteria, policies or guidelines promulgated pursuant to such Laws, and all common law, orders, judgments, decrees, judicial or agency interpretations now or hereafter in effect relating to pollution, the generation, production, installation, use, storage, treatment, transportation, Release, threatened Release, investigation, monitoring, remediation, cleanup, abatement, removal, or disposal of Hazardous Materials, noise control, odor or the protection of public or workplace health or safety, natural resources, or the environment.

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

(cc)                             “ Escrow Agreement ” means the Escrow Agreement to be attached as an exhibit to the Acquisition Agreement.

(dd)                             “ Financing ” means the sale of the Shares by Ibis to AMI pursuant to this Master Agreement, together with the other transactions contemplated hereby.

(ee)                             “ Financing Closing ” means the closing of the Financing under this Master Agreement.

(ff)                                 “ Fundamental AMI Representations ” means those representations and warranties of AMI set forth in Section 3.2(a) (Power and Authority), Section 3.2(b) (Enforceability), Section 3.2(c) (Governmental Authority; Consents), and Section 3.2(d) (No Conflicts).

(gg)                           “ Fundamental Isis Representations ” means those representations and warranties of Ibis and Isis set forth in Section 3.1(a) (Power and Authority), Section 3.1(b) (Enforceability), Section 3.1(c) (Governmental Authority; Consents), Section 3.1(d) (No Conflicts),  Section 3.1(e) (Due Organization; Qualification), Section 3.1(g) (Capitalization; Voting Rights), Section 3.1(j) (Title to Properties and Tangible Assets; Liens, etc.), Section 3.1(k) (Sufficiency of Assets), Section 3.1(m) (Compliance with Other Instruments) and Section 3.1(v) (Brokers’ Fees).

(hh)                           “ GAAP ” means United States generally accepted accounting principles, applied on a consistent basis.

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(ii)                                 “ Governmental Authority ” means any governmental or quasi-governmental agency, department, bureau, office, center, institute, court, commission or other unit of the government of the United States of America or of any of its respective States or local units of government thereof, or of a foreign sovereign or of a provincial, regional or metropolitan government thereof, including, without limitation, any Regulatory Authority.

(jj)                                 “ Hazardous Materials ” means any substance, chemical, solvent, compound, waste, residue, contaminant or other material which is regulated by or forms the basis of liability now or hereafter under any Environmental Law, including, without limitation:  (i) any “solid waste,” “dangerous goods,” “hazardous waste,” “hazardous substance,” “hazardous material,” “extremely hazardous waste,” “pollutant,” “contaminant,” “hazardous constituent,” “special waste,” “universal waste,” “toxic substance,” or any other similar term or phrase as defined under any Environmental Law; (ii) any petroleum, or petroleum products, byproducts or breakdown products, including crude oil and any fraction thereof; (iii) natural synthetic gas usable for fuel; (iv) any asbestos, lead-based paint, polychlorinated biphenyl, mold, radon gas, radioactive material or byproduct, isomer of dioxin, or any material or thing containing or composed of such substance or substances; and (v) any virus, bacteria, protozoa, parasite, fungi, or other pathogen or any other substance, chemical, solvent, compound, waste, residue, contaminant or other material which is hazardous, toxic, poisonous, reactive, corrosive or otherwise may present a threat to human health, safety, natural resources, wildlife or the environment.

(kk)                         “ Indebtedness ” means (i) all indebtedness or other obligations of Ibis for borrowed money, whether current, short-term or long-term, secured or unsecured, and all accrued interest, premiums, penalties and other obligations relating thereto, (ii) all indebtedness of Ibis for the deferred purchase price of property or services which is not evidenced by accounts payable incurred in the ordinary course of business, (iii) all existing lease obligations of Ibis under leases which are capital leases in accordance with GAAP, (iv) any liability of Ibis under deferred compensation plans, phantom stock plans, severance or bonus plans, or any change in control or similar payment or increased cost which is triggered or made or will be made payable as a result of the transactions contemplated hereby, other than the Permitted Employee Compensation Plan, (v) any off balance sheet financing of Ibis, (vi) any payment obligations of Ibis in respect of banker’s acceptances or letters of credit, (vii) any liability of Ibis with respect to interest rate swaps, collars, caps and similar hedging obligations, (viii) all obligations of Ibis arising under or with respect to any conditional sale or other title retention agreement with respect to property acquired by Ibis, (ix) past due or deferred rent of Ibis, (x) the amount of accounts payable owed by Ibis to any Person that have not been paid within forty-five (45) days of the date of invoice thereof (xi) any indebtedness referred to above of any Person which is either guaranteed by, or secured by a security interest upon any property owned by, Ibis and (xii) accrued and unpaid interest of, and prepayment premiums, penalties or similar contractual charges arising as a result of the discharge of any such foregoing obligation.

(ll)                                 “ Initial Offering ” means Ibis’ first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

(mm)                     “ Intellectual Property ” means all of the following in any jurisdiction throughout the world:  (i) patents, patent applications and patent disclosures and statutory

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invention registrations, including reissues, divisions, continuations, continuations in part, extensions and reexaminations thereof; (ii) trademarks, service marks, trade dress, trade names, corporate names, logos and slogans (and all translations, adaptations, derivations and combinations of the foregoing) and Internet domain names, any and all common law rights and registrations and applications for the registration thereof, and all extensions and renewals of any of the foregoing; (iii) copyrights and copyrightable works (including Software), registered copyrights and copyright applications, mask works, net lists and schematics; (iv) confidential and proprietary information including technology, know-how, trade secrets, unpatented inventions, ideas, algorithms and processes (including, without limitation, manufacturing and production processes and techniques, drawings, specifications, designs, plans, proposals, test data including pharmacological, biological, chemical, biochemical, toxicological and clinical test data, analytical and quality control data, stability data and customer and supplier lists and related information); (v) other intellectual property and proprietary information and (vi) all copies and tangible embodiments of the foregoing, such as instruction manuals, laboratory notebooks, prototypes, samples, specimens, studies and summaries.

(nn)                           “ Investment Documents ” means this Master Agreement, the Call Option Agreement, the Investor Rights Agreement and the Stock Subscription Agreement.

(oo)                             “ Knowledge ” and terms of similar meaning (including, without limitation, “is aware of”) mean with respect to Ibis and Isis, the actual knowledge of any of the individuals set forth on Schedule 1(oo) , after due investigation, including, without limitation, inquiry of Persons with subject matter knowledge, provided that (A) solely for purposes of Sections 3.1(l)(v) , 3.1(l)(vi)  and 3.1(l)(ix) , “Knowledge” and terms of similar meaning (including, without limitation, “is aware of”) mean the actual knowledge of any employee of Ibis or Isis, after due investigation, including, without limitation, inquiry of Persons with subject matter knowledge and (B) solely for purposes of Section 3.1(l) , inquiry of Persons with subject matter knowledge shall include inquiry of the outside counsel involved in the development or prosecution of the Business IP or who conducted ‘freedom to operate analyses’ identified on Schedule 1(oo) .

(pp)                             “ Licenses ” means all licenses, permits, certificates of authority, variances, authorizations, approvals, registrations, franchises, orders  and similar consents issued by any Governmental Authority or other Person, provided that the term License shall not include any license or other right to use any Intellectual Property.

(qq)                             “ Loss ” means any loss, liability, demand, Claim, action, cause of action, cost, damage, material diminution in value, deficiency, Tax, penalty, fine or expense (including interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing and the enforcement of any related rights), whether or not arising out of third party claims.

(rr)                             “ Management Presentations ” means the Management Presentations of Ibis delivered to AMI pursuant to Section 2(h) .

(ss)                             “ Material Adverse Effect ” means any event, circumstance or state of facts which has, or would reasonably be expected to have, a material adverse effect on the

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business, assets, condition (financial or otherwise), operations, operating results, employee relations, customer relations or supplier relations of Ibis or the Business.

(tt)                                 “ Multiemployer Plan ” has the meaning set forth in Section 3(37) of ERISA.

(uu)                           “ Offering Memorandum ” means the Offering Memorandum of Ibis, dated November 2006 as made available to AMI.

(vv)                               “ Permitted Employee Compensation Plan ” means the compensation plan mutually agreed by the Parties regarding [***], the terms of which are described on Exhibit C attached hereto.

(ww)                         “ Permitted Encumbrances ” means (i) liens for current property Taxes not yet due and payable, (ii) Encumbrances arising in connection with and solely as a result of Permitted Indebtedness and (iii) except with respect to Intellectual Property, other imperfections of title, restrictions or Encumbrances, if any, which imperfections, restrictions or Encumbrances do not, individually or in the aggregate, impair the continued use and operation of the assets used in the operation of the Business and do not affect the merchantability of the title to such assets to which they relate.

(xx)                             “ Permitted Indebtedness ” means (i) accounts payable incurred in the ordinary course of business that are paid within forty-five (45) days of the date of invoice thereof, (ii) Indebtedness arising from existing and future lease obligations of Ibis under equipment leases that are capital leases in accordance with GAAP so long as the collateral for such capital leases is limited to the equipment acquired and the aggregate amount of such capital leases does not exceed $[***] and (iii) Indebtedness incurred pursuant to the Corporate Services Agreement or the Contribution Agreement.

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

(zz)                             “ Purchase Offer ” means any proposal or offer from any Person (other than AMI and its Affiliates in connection with the transactions contemplated hereby) or any agreement or offer relating to any (i) reorganization, liquidation, dissolution, share exchange, business combination or recapitalization of Ibis, (ii) merger or consolidation involving Ibis, (iii) purchase or sale of any assets or Capital Stock of Ibis (other than the purchase and sale of inventory and capital equipment in the ordinary course of business), (iv) distribution of Ibis’ existing or future products, (v) licensing of any Business IP from Ibis or (vi) any other transaction or business combination involving Ibis or its business or assets which would reasonably be expected to interfere with, impede or materially delay the transactions contemplated by the Transaction Documents or dilute the benefits thereof to AMI and its Affiliates.  For the avoidance of doubt, the foregoing shall not apply to any transaction involving Isis and which only indirectly involves assets and/or Capital Stock of Ibis.

(aaa)                       “ Real Property ” means the Leased Real Property.

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(bbb)            “ Regulatory Authority ” means any Governmental Authority that has responsibility for granting any licenses or approvals or granting pricing and/or reimbursement approvals necessary for the marketing and sale of medical devices or diagnostic products, including without limitation, the FDA, the European Medicines Agency and the United States Department of Health and Human Services.

(ccc)            “ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, depositing, disposing or other release into the environment (including the abandonment or discarding of barrels, drums, containers or other closed receptacles), including any dispersal, migration or other movement of any substance through or in air, soil, surface water, groundwater or property.

(ddd)            “ Representatives ” means with respect to any Person, such Person’s employees, directors, officers, Affiliates and authorized agents.

(eee)            “ SEC ” or “ Commission ” means the United States Securities and Exchange Commission.

(fff)              “ Schedule ” means any of the Disclosure Schedules delivered to AMI herewith and incorporated herein pursuant to Section 8.3(b)  hereof.

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

(hhh)           “ Shares ” means 114,251 shares of Common Stock issued to AMI pursuant to this Master Agreement, as may be held from time to time by AMI and its permitted assigns, representing approximately 10.25% of the issued and outstanding Common Stock.

(iii)              “ Software ” means any and all (i) computer programs, libraries, firmware and middleware, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing and (iv) all programmer and user documentation, including user manuals and training materials, relating to any of the foregoing.

(jjj)              “ Subscription Right ” has the meaning ascribed to such term in the Call Option Agreement.

(kkk)          “ T5000 Biosensor System ” means the biosensor platform generally known as the T5000 Biosensor System, together with all equipment, hardware, Software, systems and other materials required for its use, or provided or recommended by Ibis, Isis or any of their respective Affiliates for its use, as well as all prior versions of the T5000 Biosensor System, including such systems known as “TIGER.”

(lll)              “ Tax ” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs and other duties, Capital Stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer,

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registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not, and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

(mmm)        “ 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.

(nnn)           “ Transaction Documents ” means this Master Agreement, the Investor Rights Agreement, the Stock Subscription Agreement, the Call Option Agreement, the Transition Services Agreement, the Escrow Agreement and the Acquisition Agreement.

(ooo)            “ Transfer ” means, with respect to Capital Stock, any sale, pledge, hypothecation, assignment, Encumbrance or other transfer or disposition, whether directly, indirectly, voluntarily, involuntarily, by operation of Law, pursuant to judicial process or otherwise and, when the context so requires, the act of doing any of the foregoing.

(ppp)            “ Transition Services Agreement ” means the Transition Services Agreement to be attached as an exhibit to the Acquisition Agreement.

Section references for definitions of defined terms defined in the body of this Master Agreement rather than in this Section 1 .

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SECTION 2.  FINANCING CLOSING; TRANSACTION DOCUMENTS

Subject to and upon the terms and conditions set forth in this Master Agreement, and in reliance upon the respective representations and warranties made herein by each of the Parties, at the Financing Closing:

(a)    Ibis shall issue, sell, convey, assign, transfer and deliver to AMI a certificate representing the Shares sufficient to vest in AMI legal and beneficial ownership of the Shares, free and clear of all Encumbrances;

(b)    Each Party shall execute and deliver to the other Parties the Call Option Agreement;

(c)    Each Party shall execute and deliver to the other Parties the Investor Rights Agreement;

(d)    AMI shall purchase, acquire and accept the Call Option, the Subscription Right and the Shares from Ibis and Isis for an aggregate purchase price of $20,000,000 (the “ Share Purchase Price ”), paid to Ibis via wire transfer of immediately available funds to an account designated by Ibis in writing;

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(e)    Ibis and Isis shall deliver to AMI a certificate, in a form reasonably acceptable to AMI, of an authorized officer of each certifying to and attaching thereto (i) Ibis’ Certificate of Incorporation as in effect on the date hereof, (ii) Ibis’ Bylaws as in effect on the date hereof and (iii) resolutions of the Board of Directors of Isis and Ibis authorizing the transactions contemplated by this Master Agreement and by the other Transaction Documents;

(f)     Isis shall deliver to AMI the consent of Silicon Valley Bank to the Financing and the other transactions contemplated by the Investment Documents;

(g)    Isis shall deliver to AMI one or more compact discs containing the contents of the electronic dataroom maintained by Isis at [***] as of January 23, 2008, together with a certificate of an authorized officer certifying that such compact discs contain true, accurate and complete copies of the materials in such dataroom as of such date; and

(h)    Isis shall deliver to AMI one or more compact discs containing the Management Presentations of Ibis previously made available to AMI by Isis and Ibis.

SECTION 3.  REPRESENTATIONS AND WARRANTIES.

3.1    Representations and Warranties of Ibis and Isis.   As a material inducement to AMI to enter into this Master Agreement, except as set forth in the corresponding Section of the Disclosure Schedules delivered to AMI herewith on the date hereof (the “ Disclosure Schedules ”), Ibis and Isis each hereby jointly and severally represent and warrant as follows:

(a)    Power and Authority .  Each of Ibis and Isis (i) has the power, authority and the legal right to enter into this Master Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder, and (ii) has taken all necessary action required to authorize the execution and delivery of this Master Agreement and the other Transaction Documents and the performance of its obligations hereunder and thereunder.

(b)    Enforceability .  Each of this Master Agreement, the Call Option Agreement and the Investor Rights Agreement has been duly executed and delivered on behalf of Ibis and Isis and constitutes a legal, valid and binding obligation of each such Party and is enforceable against each such Party in accordance with its terms subject to the effects of bankruptcy, insolvency or other Laws of general application affecting the enforcement of creditor rights.  If executed and delivered on the date hereof, the Stock Subscription Agreement and the Acquisition Agreement would constitute legal, valid and binding obligations of each of Ibis and Isis and would be enforceable against each in accordance with their terms subject to the effects of bankruptcy, insolvency or other Laws of general application affecting the enforcement of creditor rights.

(c)    Governmental Authority; Consents .  All necessary consents, approvals and authorizations of all Governmental Authorities and other parties required to be obtained by Ibis and Isis in connection with the execution and delivery of this Master Agreement and the other Investment Documents and the performance of their obligations hereunder and thereunder have been obtained.

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(d)    No Conflicts .

(i)             The execution and delivery of this Master Agreement, the Call Option Agreement and the Investor Rights Agreement by each of Ibis and Isis and the performance of each such Party’s obligations hereunder and thereunder, with or without the passage of time or giving of notice, (A) do not and will not conflict with or violate any requirement of Applicable Law or any provision of the certificate of incorporation, bylaws or any similar instrument of such Party, as applicable (B) do not and will not require any notice, conflict with, violate, or breach or constitute a default or require any consent or give rise to any termination or acceleration right or the creation of any Encumbrance on the Shares, the Additional Shares or the Remaining Shares or any of the properties or assets of Ibis under, any contractual obligation by which such Party is bound or subject to and (C) do not and will not cause the suspension, revocation, impairment, forfeiture or nonrenewal of any License applicable to Ibis, the Business or any of Ibis’ operations, assets or properties.

(ii)            If executed and delivered on the date hereof, the execution and delivery of the Stock Subscription Agreement and the Acquisition Agreement and the performance of Ibis’ and Isis’ obligations under each such agreement, with or without the passage of time or giving of notice, (A) would not conflict with or violate any requirement of Applicable Law or any provision of the certificate of incorporation, bylaws or any similar instrument of each such Party, as applicable, (B) would not require any notice, conflict with, violate, or breach or constitute a default or require any consent or give rise to any termination or acceleration right or the creation of any Encumbrances on the Shares, the Additional Shares or the Remaining Shares under, any contractual obligation by which such Party is bound and (C) would not cause the suspension, revocation, impairment, forfeiture or nonrenewal of any License applicable to Ibis, the Business or any of Ibis’ operations, assets or properties.

(e)    Due Organization; Qualification .  Each of Ibis and Isis is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to enter into this Master Agreement and the other Transaction Documents.  Except as would not reasonably be expected to have a Material Adverse Effect, Ibis has obtained and currently maintains all qualifications to do business as a foreign corporation in all jurisdictions in which the character of the Business requires it to be so qualified.  Ibis has all requisite power and authority and all authorizations and Licenses necessary to own, operate or conduct the Business.

(f)     Subsidiaries .  Ibis does not own or control any Capital Stock or other interest of any Person.  Ibis is not a participant in any joint venture, partnership, limited liability company or similar arrangement.  Since its inception Ibis has not merged with, acquired all or substantially all of the assets of (except pursuant to the Contribution Agreement) or acquired the Capital Stock of or any interest in any Person.  Ibis does not hold the right to acquire any Capital Stock or interest in any other Person or have any obligation to make any investment in any Person and no such rights, Capital Stock or interests are necessary for the operation of the Business.  Isis does not control or possess the power, directly or indirectly to control the management, actions or policies of [***].

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(g)    Capitalization; Voting Rights .

(i)             The authorized Capital Stock of Ibis consists of 1,228,501 shares of Common Stock, par value $0.001 per share, 1,000,000 shares of which are issued and outstanding and held by Isis (the “ Remaining Shares ”).

(ii)            The issued and outstanding Capital Stock of Ibis as of the Financing Closing will consist exclusively of the Shares and the Remaining Shares.  Except as set forth in the Investor Rights Agreement, Ibis does not have any obligations to issue or redeem any shares of Capital Stock, other than with respect to the Shares and the Additional Shares and Ibis has not issued any Capital Stock other than the Remaining Shares.  No Capital Stock issued by Ibis is listed on any stock exchange or unregulated market.  Other than the Investment Documents, there are no agreements with Isis or Ibis or any other Person with respect to the voting or Transfer of the Capital Stock.

(iii)          The Shares and the Remaining Shares are: (A) duly authorized, validly issued, fully paid and nonassessable; (B) issued in compliance with all applicable state and federal Laws concerning the issuance of Capital Stock; and (C) free and clear of all Encumbrances other than the Call Option and the rights and obligations set forth in the Investor Rights Agreement; provided, that the Shares may be subject to restrictions on Transfer set forth in the Investor Rights Agreement and under state and/or federal securities Laws as set forth herein or as otherwise required by such Laws at the time a Transfer is proposed.

(iv)           If AMI exercised the Subscription Right and acquired the Additional Shares on the date hereof, the Additional Shares would be: (A) duly authorized, validly issued, fully paid and nonassessable; (B) issued in compliance with all applicable state and federal Laws concerning the issuance of Capital Stock; and (C) free and clear of all Encumbrances other than the rights and obligations set forth in the Investor Rights Agreement; provided, that the Additional Shares may be subject to restrictions on Transfer set forth in the Investor Rights Agreement and under state and/or federal securities Laws as set forth in the Stock Subscription Agreement or as otherwise required by such Laws at the time a Transfer is proposed.

(v)             Neither the sale of the Shares to AMI hereunder, nor the sale of the Additional Shares to AMI under the Stock Subscription Agreement, nor the sale of the Remaining Shares to AMI under the Acquisition Agreement is subject to any preemptive rights, rights of first refusal or similar rights.

(h)    Agreements; Liabilities .

(i)             There are no judgments, orders, writs or decrees to which Ibis or Isis is a party currently pending or, to Isis’ or Ibis’ Knowledge, threatened which would prevent Ibis or Isis from entering into the Transaction Documents or issuing or Transferring the Shares, the Additional Shares or the Remaining Shares pursuant to the terms of the Transaction Documents.

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(ii)            Ibis has not (A) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its Capital Stock, (B) incurred or guaranteed any Indebtedness (other than Permitted Indebtedness), (C) made any loans or advances to any Person, other than advances for reasonable travel expenses to Ibis employees in the ordinary course of business, or (D) sold, exchanged, licensed or otherwise disposed of any of its tangible assets, other than the sale of its inventory in the ordinary course of business.

(iii)          Ibis has no material obligations or liabilities (whether accrued, absolute, or to Isis’ or Ibis’ Knowledge contingent, unliquidated or otherwise, whether due or to become due and regardless of when or by whom asserted), including, without limitation, Taxes, except (A) obligations under the Ibis Contracts made available to AMI or under Contracts entered into in the ordinary course of business which, because of the dollar thresholds set forth in Sections 3.1(l)  and 3.1(x) , are not required pursuant to Sections 3.1(l)  and 3.1(x)  below to be described on Schedule 3.1(l)  or Schedule 3.1(x)  (but not liabilities for breaches of any such Contracts), (B) liabilities reflected on the Most Recent Balance Sheet, (C) liabilities and obligations which have arisen after the date of the Most Recent Balance Sheet in the ordinary course of business (none of which is material or is a liability for breach of contract, tort, infringement (directly, contributorily, by inducement or otherwise), Claim or warranty (other than warranty claims arising in the ordinary course of business in connection with the sale of Products or under Ibis Contracts made available to AMI, none of which warranty claims individually or in the aggregate would reasonably be expected to have a Material Adverse Effect) and (D) other liabilities and obligations to the extent expressly disclosed in Schedule 3.1(h)(iii) .

(i)     Obligations to Related Parties .  There are no obligations of Ibis to Affiliates, officers, directors or employees of Ibis or Isis other than (A) for payment of salary to employees of Ibis for services rendered in the ordinary course of business, (B) reimbursement to employees of Ibis for reasonable expenses incurred in the ordinary course of business on behalf of Ibis, (C) standard employee benefits made generally available to all employees, pursuant to the Plans described on Schedule 3.1(p)(ii) , (D) the Permitted Employee Compensation Plan or (E) Ibis’ rights and obligations to Isis under the Contribution Agreement and Corporate Services Agreement.  To Isis’ and Ibis’ Knowledge, all of the Contracts to which Ibis is a party or by which the Business or any of its assets is bound have been negotiated on an arms length basis.

(j)     Title to Properties and Tangible Assets; Liens, Etc .  Ibis has good and marketable title to its properties and tangible assets and good and valid title to its leasehold estates, in each case subject to no Encumbrance other than (i) Permitted Encumbrances and (ii) rights of the U.S. federal government in certain equipment purchased using government funds, as set forth on Schedule 3.1(j) .  The tangible assets of Ibis have been maintained in accordance with normal industry practice and are in good operating condition and repair (except for ordinary wear and tear).

(k)    Sufficiency of Assets (i)   Except for the services, funding and facilities provided under the Corporate Services Agreement, Ibis has all assets, properties and rights used in or necessary to operate or conduct the Business in all respects.

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(ii)            As of the date hereof, except for the services, funding and facilities provided under the Corporate Services Agreement and indirectly, via the Remaining Shares, Isis and its Affiliates do not have any right, title or interest in or to any asset, property, title or interest that is used in or necessary to operate or conduct the Business as conducted on and prior to the date hereof or as contemplated to be conducted by Ibis and Isis after the date hereof as reflected in the Offering Memorandum and Management Presentations.  Pursuant to the Contribution Agreement, Isis has transferred to Ibis all assets, properties and rights Isis owned or which are or were used in or necessary to operate or conduct the Business except for the services, funding and facilities provided under the Corporate Services Agreement.  No person employed by the Division prior to the date of the Contribution Agreement is currently employed by Isis and no former employee of Ibis or the Division is or has been employed by Isis.

(l)     Intellectual Property .

(i)             Schedule 3.1(l)(i)  sets forth a complete and correct list of all of the following Intellectual Property used in or necessary to operate or conduct the Business (whether owned by Ibis or any other Person), and indicates with respect to each item, whether Ibis owns or licenses such Intellectual Property and the owner of any Intellectual Property covered by such license:  (A) patented or registered Intellectual Property and pending patent applications or other applications for registrations of Intellectual Property (including jurisdiction, registration and application number, as applicable, and record owner), (B) registered and material unregistered trademarks, service marks, trade names, and Internet domain names, (C) Software (other than unmodified, commercially available, off-the-shelf Software purchased or licensed for less than an individual cost of $[***] and a total cost of $[***] in the aggregate for all such licenses), (D) material algorithms embodied in the Products and any other material trade secrets; and (E) all other material Intellectual Property used in or necessary to operate or conduct the Business (including, without limitation, all Intellectual Property set forth or required to be set forth in the following Schedules to the Contribution Agreement: Schedule 2.1 (Ibis Business Assets), Schedule 2.2 (Ibis Business Patents), Schedule 2.5 (Ibis Trademarks) and Schedule 2.6 (Ibis Business Software)) (all Intellectual Property described in the foregoing, (A) through (E), collectively, (without regard to whether such Intellectual Property is set forth on Schedule 3.1(l)(i) ) “ Business IP ”).

(ii)            Schedule 3.1(l)(ii)  sets forth a complete and correct list of all of the following Contracts (other than licenses for unmodified, commercially available, off-the-shelf Software purchased or licensed for less than an individual cost of $[***] and a total cost of $[***] in the aggregate for all such licenses) relating to the Business IP (collectively, the “ IP Contracts ”): (A) Contracts in which Ibis or Isis or any of their respective Affiliates is a licensee or sublicensee of Business IP; (B) Contracts in which Ibis or Isis or any of their respective Affiliates is a licensor or sublicensor of Business IP; (C) Contracts to which Ibis or Isis or any of their respective Affiliates is a party, or by which any of the Business IP is bound, that give any third party any right, title or interest in or to any such Business IP; (D) Contracts with any Governmental Authority wherein any portion of the Business IP was developed or used (“ Government Contracts ”); and (E) Contracts that restrict Ibis’ rights in or use or disclosure of Business IP.

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(iii)          Ibis owns and possesses all right, title and interest in and to, free and clear of all Encumbrances (other than the rights of Governmental Authorities under Government Contracts identified in Schedule 3.1(l)(iii)  to the Intellectual Property identified in such Schedule) or has a valid and enforceable license to use (pursuant to a written license agreement set forth and described in Schedule 3.1(l)(ii)  or a written license for unmodified, commercially available, off-the-shelf Software purchased or licensed for less than an individual cost of $[***] and a total cost of $[***] in the aggregate) the Business IP.

(iv)           Neither Isis nor any of its Affiliates (other than Ibis) has any right, title or interest in or to any of the Business IP.

(v)             To Isis’ or Ibis’ Knowledge, neither Ibis, nor with respect to the Business, Isis, has infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise conflicted with, and the operation of the Business (including the development, manufacture and commercialization of the T5000 Biosensor System and the assay kits specifically listed in the [***]) does not and will not infringe (directly, contributorily, by inducement or otherwise), misappropriate or otherwise conflict with, the patents, trademarks, copyrights or trade secrets of any Person, and neither Ibis nor Isis is aware of any facts that indicate a likelihood of any of the foregoing (including without limitation, oral or written demands or offers to license any Intellectual Property from any Person).  With respect to whether the operation or conduct of the Business has or will infringe (directly, contributorily, by inducement or otherwise), misappropriate or otherwise conflict with patent, trademark, copyright or trade secrets of any Person (other than Ibis or Isis or their respective Affiliates), the Parties hereto are relying upon the representations and warranties contained in this Section 3.1(l)(v)  and not the representations and warranties contained in Sections 3.1(k)(i) , 3.1(l)(viii)  or 3.1(l)(ix) .

(vi)           All of the Business IP is valid and, to Isis’ or Ibis’ Knowledge, enforceable.  Isis and Ibis have taken all necessary actions to maintain and protect all of the Business IP, including, without limitation, entering into confidentiality agreements with each of its employees, consultants and independent contractors, and customers and vendors as necessary so as not to adversely affect the validity or enforceability thereof and have complied with disclosure requirements as provided by any Government Contract.  Neither Ibis nor Isis has disclosed any source code for any Software included in the Business IP to any Person in a manner that would impair the trade secret or other Intellectual Property protection of such source code.  There are no claims, oppositions or cancellation proceedings that either were made or brought within the past [***] years, or are presently pending or to Isis’ or Ibis’ Knowledge, threatened, against either Ibis or Isis contesting the validity, use, ownership, enforceability or registrability of any Business IP.  Neither Ibis nor Isis is aware of any basis for any such claim, opposition or cancellation proceeding, and neither Ibis nor Isis has received any notices regarding any of the foregoing.  No loss or expiration of any material Business IP is pending or reasonably foreseeable or to Isis’ or Ibis’ Knowledge, threatened, except for

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patents expiring at the end of their statutory terms (and not as a result of any act or omission by either Ibis or Isis, including, without limitation, a failure to pay any required maintenance fees) or limitations to the scope of claims of any pending patent application made during the ordinary course of prosecuting such pending patent applications.  Complete copies of all file histories for issued patents and pending patent applications of the Business IP owned or held by either Ibis or Isis have been provided to AMI.

(vii)          To Isis’ or Ibis’ Knowledge, (A) no Person has infringed (directly, contributorily, by inducement or otherwise), or misappropriated any of the Business IP and (B) no Person is infringing (directly, contributorily, by inducement or otherwise) or misappropriating any of the Business IP.

(viii)         Ibis has sufficient right, title and interest in and to the Business IP: (A) to conduct the Business, including the development, manufacture and commercialization of the T5000 Biosensor System and the assay kits specifically listed in the [***] on a worldwide basis, with no payment obligation to any Person, except pursuant to an IP Contract made available to AMI, and (B) to make, have made, import, use , offer for sale, or sell any product(3) currently marketed by the Business and the assay kits specifically listed in the [***] without infringing (directly, contributorily, by inducement or otherwise), misappropriating or conflicting with any Intellectual Property rights of any Person.  As of the date hereof, the Business IP is owned by or available for use by Ibis on terms and conditions identical to those under which it was owned or used by Ibis and the Business prior to the date hereof.

(ix)           To Isis’ or Ibis’ Knowledge, Ibis has sufficient right, title and interest in and to the Business IP: (A) to develop, manufacture and commercialize the [***] [***] [***] on a worldwide basis, with no payment obligation to any Person, except pursuant to an IP Contract made available to AMI, and (B) to make, have made, import, use, offer for sale, or sell the [***] [***] [***] without infringing (directly, contributorily, by inducement or otherwise), misappropriating or conflicting with any Intellectual Property rights of any Person.

(x)            No funding, facilities or resources of a Governmental Authority, university, college, other educational institution or research center or funding from third parties was used in the development of any of the Business IP and no Governmental Authority, university, college, other educational institution or research center has any claim or right in or to any of the Business IP.

(xi)           Each current or former employee of each Isis Party or any of their respective Affiliates, who was involved in, or who contributed to, the creation or development of any Business IP, executed the standard form of proprietary rights agreement set forth in Schedule 3.1(l)(xi) upon commencement of his or her employment and each such current or former employee and any consultant or independent contractor who was involved in, or who contributed to, the creation or development of any Business IP has validly assigned all right, title and interest in and to such Business IP to Ibis.

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(xii)          None of the Transaction Documents nor the transactions contemplated by any of the Transaction Documents would result in or reasonably be expected to result in:  (A) Ibis, AMI or any of their respective Affiliates granting to any Person any right to or with respect to any Intellectual Property owned by, or licensed to, any of them as a result of any Encumbrance or Contract to which, Isis, Ibis or any of their Affiliates is a party or bound by, (B) other than standard non-solicitation agreements entered into in the ordinary course of business and made available to AMI, Ibis, AMI or any of their respective Affiliates being bound by, or subject to, any non-compete or other material restriction on the operation or scope of their respective businesses as a result of any Encumbrance or Contract to which Isis, Ibis or any of their Affiliates is a party or bound by, (C) other than as contemplated by the Acquisition Agreement, Ibis, AMI or any of their respective Affiliates being obligated to pay any royalties or other material amounts, to increase or accelerate any royalty or payment obligation, or to offer any discounts, to any Person as a result of any Encumbrance or Contract to which Isis, Ibis or any of their Affiliates is a party or bound by, or (D) any adverse effect on Ibis’ right, title or interest in and to any of the Business IP.

(xiii)        All components of the current version of the T5000 Biosensor System perform in all material respects in accordance with their currently advertised, displayed, distributed or published specifications.  All services that have been performed in the conduct of the Business were performed in material conformity with the terms and requirements of the related Contracts and all Applicable Laws.  All Software included in the Business IP is free of any disabling codes or instructions, timer, copy protection device, clock, counter or other limiting design or routing and any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other similar disabling codes, Software routines or hardware components.  No open source, public source or other Software that is licensed pursuant to a license that purports to require the distribution of, or access to, source code or purports to restrict one’s ability to charge for distribution of Software (including, without limitation, any version of any Software licensed pursuant to any GNU general public license or limited general public license or other Software), was used in, incorporated into, integrated or bundled with any Software that has been used in the T5000 Biosensor System or any other product that has been distributed or is currently distributed.  Ibis does not have any plans to include any such Software in any such system or Product.

(xiv)         Without limiting any other representation or warranty herein, the computer and other information technology systems and networks owned or contracted for by Ibis have been maintained in accordance with normal industry practice, are in good operating condition and repair (except for ordinary wear and tear) and are sufficient for the operation of the Business.  Each of Ibis and Isis has taken all reasonably necessary action to safeguard the computer and other information technology systems and networks used in the operation of the Business and there has been no unauthorized intrusions or breaches of the security of the computer and other information technology systems and networks used in the Business that have materially compromised or are currently materially compromising the security, integrity or operations of such systems or networks.

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(xv)           The individuals identified as the outside counsel involved in the development or prosecution of the Business IP on Schedule 1(oo) represent the outside counsel who have provided Isis or Ibis strategic legal and Intellectual Property advice related to the Business IP and the Ibis Business during the three (3) years prior to the date hereof.

(m)   Compliance with Other Instruments.   Neither Ibis nor, with respect to the Business, Isis is in violation or default of any term of its charter documents, each as amended, or of any provision of any Contract to which it is party or by which the Business is bound or of any judgment, decree, order or writ.

(n)    Litigation .  There is no Claim pending or, to Isis’ or Ibis’ Knowledge, threatened against Ibis or, with respect to the Business, Isis (or against any Ibis or Isis employee (in their capacity as such)), at Law or in equity, or before or by any Governmental Authority, and to Isis’ or Ibis’ Knowledge, there is no reasonable basis for any of the foregoing.  Neither Ibis nor, with respect to the Business, Isis is subject to any outstanding order, judgment, or decree issued by any Governmental Authority or any arbitrator.  Neither Ibis nor any of its Affiliates has received any opinion or memorandum or advice from legal counsel to the effect that Ibis or the Business is or was exposed, from a legal standpoint, to any material liability.

(o)    Tax Matters .

(i)             Prior to the date hereof, Ibis has not been required to file any Tax Returns.  All Taxes owed and due by Ibis have been paid.  No claim has ever been made by an authority in any jurisdiction that Ibis is or may be subject to taxation by that jurisdiction.  There are no Encumbrances on any of the assets used by Ibis that arose in connection with any failure (or alleged failure) to pay any Tax.  Schedule 3.1(o)(i)  contains a list of states, territories and jurisdictions (whether foreign or domestic) in which Ibis is required to file Tax Returns.

(ii)            Ibis has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing by Ibis to any employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed.

(iii)          There is no dispute or claim concerning any Tax liability of Ibis either (A) claimed or raised by any Governmental Authority or (B) as to which Isis or Ibis has Knowledge.

(iv)           Neither Ibis nor, with respect to the Business, Isis, has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(v)             To Isis’ or Ibis’ Knowledge based in good faith on advice of Deloitte & Touche LLP, (A) Ibis and Isis are and will be members of the same consolidated group, as such term is defined by Treasury Regulation § 1.1502-1(h), with Isis being the common parent of such consolidated group for all taxable years through and including the Acquisition Closing and (B) unless the provisions of the Code

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pertaining to filing Tax Returns as a consolidated group are amended prior to the Acquisition Closing, Ibis and Isis will be eligible to file a consolidated Tax Return in lieu of separate Tax Returns with respect to income Tax imposed by Chapter 1 of the Code for all taxable years through and including the Acquisition Closing.

(vi)           Ibis is not and will not at the Acquisition Closing be a party to any oral or written Tax sharing agreements or arrangements.

(p)    Employees .

(i)             Neither Ibis nor, with respect to the Business, Isis, is party to any collective bargaining agreement.  There is no labor union organizing activity pending or, to Isis’ or Ibis’ Knowledge, threatened with respect to Ibis.  Each of Ibis and, with respect to the Business, Isis has complied with all applicable Laws relating to the employment of labor and, within the last five (5) years, neither Ibis nor Isis, with respect to the Business, has experienced any strike, work stoppage, lockout, grievance, unfair labor practice claim or other labor relation problem, including, without limitation, any written dispute with or Claim by former employees regarding termination and/or severance pay. To the Knowledge of Isis or Ibis, no executive, key employee or group of employees of Ibis has any plans to terminate employment with Ibis.  In the past three (3) years, Ibis and Isis have complied in all respects with the notification provisions (or paid severance in lieu thereof) of the WARN Act and applicable similar state or local laws.  No executive, key employee or group of employees of Ibis or the Business has been terminated or resigned their employment since January 1, 2007.

(ii)            Schedule  3.1(p)(ii)  contains a true and complete list of each employment (other than at-will offer letters with no severance, compensation term guarantee or material benefit), bonus, fringe benefit, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive, severance, change-in-control, or other termination pay, hospitalization or other medical, disability, life or other insurance, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program or Contract and each other employee benefit plan, program or Contract sponsored, maintained or contributed to or required to be contributed to by Ibis, or by any trade or business, whether or not incorporated (an “ ERISA Affiliate ”), that together with Ibis or Isis would be deemed a “single employer” under Section 414(b), (c), (m) or (o) of the Code, for the benefit of any current or former employee or director of Ibis (the “ Plans ”).  Schedule 3.1(p)(ii)  identifies each Plan that is an “employee welfare benefit plan” or “employee pension benefit plan” as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the “ ERISA Plans ”).

(iii)          Neither Ibis nor Isis has any formal plan or binding commitment to create any additional Plan or modify or change any existing Plan that would affect any current or former employee or director of Ibis, except as required by Applicable Law or to conform such Plan to the requirements of any Applicable Law.  Except for this Master Agreement, there are no Contracts, written or oral, or omissions that would prevent or impair any Plan (including any Plan covering retirees or other

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former employees) from being amended or terminated by Ibis or Isis prior to or at the Acquisition Closing or, with respect to the Plans listed on Schedule 3.1(p)(xii) if any, by Ibis or AMI (or any successor thereto) on or at any time after the Acquisition Closing.

(iv)           Neither Isis nor Ibis has incurred and has no reason to expect that either will incur any liability to the Pension Benefit Guaranty Corporation (other than premium payments) or otherwise under Title IV of ERISA (including any withdrawal liability) or under the Code or any Applicable Law with respect to any employee pension benefit plan that Isis or Ibis, or any other entity that together with Isis or Ibis is treated as a single employer under Section 414 of the Code, maintains or ever has maintained or to which it contributes, ever has contributed, or ever has been required to contribute.

(v)             Neither Ibis nor Isis, nor any of the ERISA Plans, nor any trust created thereunder, nor to Isis’ or Ibis’ Knowledge, any trustee or administrator thereof has engaged in a transaction or has taken or failed to take any action in connection with which Ibis could be subject to any material liability for either a civil penalty assessed pursuant to Sections 409 or 502(i) of ERISA or a tax imposed pursuant to Sections 4975, 4976 or 4980B of the Code.

(vi)           Each Plan is in all material respects in compliance, and has been administered in all material respects in accordance, with the applicable provisions of ERISA, the Code and all other Applicable Laws, including, but not limited to, medical continuation under section 4980B of the Code.  Neither Isis nor Ibis has (A) engaged in any transaction prohibited by ERISA or the Code; (B) breached any fiduciary duty owed by it with respect to the Plans; or (C) failed to file and distribute timely and properly all reports and information required to be filed or distributed in accordance with ERISA or the Code.

(vii)          Other than routine claims for benefits, there are no Claims, Internal Revenue Service or Department of Labor compliance programs or other proceedings pending or, to Isis’ or Ibis’ Knowledge, threatened against or otherwise involving any Plan.

(viii)         Each Plan which is intended to be qualified under Section 401(a) of the Code (A) has been amended to reflect all requirements under the Code which are required to be adopted prior to the end of the applicable remedial amendment period and (B) has received from the Internal Revenue Service a favorable determination letter which considers the terms of the Plan as amended for such changes in Law.

(ix)           None of the Plans obligates Isis or Ibis either (A) to pay any separation, severance, termination or similar benefit to Ibis Employees or (B) to make an excess parachute payment within the meaning of Code Section 280G.

(x)            No Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of Ibis after retirement or other termination of service (other than

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(A) coverage mandated by any Applicable Law, (B) death benefits or retirement benefits under any employee pension benefit plan or (C) benefits, the full direct cost of which are borne by the current or former employee (or beneficiary thereof)).

(xi)           As of the date hereof, to Isis’ or Ibis’ Knowledge, other than as provided under the terms of the Plans, neither Ibis nor Isis has made any representation or commitment to, or entered into any formal or informal understanding with, any Ibis employee with respect to compensation, benefits, or terms of employment to be provided by AMI or Ibis or any of their respective Affiliates at or subsequent to the Acquisition Closing.

(xii)          Except for the Permitted Employee Compensation Plan, Ibis neither sponsors nor maintains nor has any liability for (A) any of the Plans or (B) any other employee benefit plans or arrangements.

(xiii)        All contributions, premiums or payments under or with respect to each Plan which are or were due on or before the date hereof have been paid.

(q)    Compliance with Laws; Licenses .

(i)             Ibis, the Business and, with respect to the Business, Isis are not in material violation of any Law.  Ibis, the Business, and, with respect to the Business, Isis and Ibis’ and Isis’ Representatives have complied with, and are in material compliance with, all Applicable Laws, including, without limitation, the federal Food, Drug, and Cosmetic Act, as amended and regulations promulgated thereunder, and all U.S. Food and Drug Administration (“ FDA ”) or its foreign equivalent regulations governing, among other things, the protection of human subjects and regulations governing clinical investigators.  Except such as must be made after the Financing Closing (or, with respect to the Additional Shares, the Subsequent Closing), which will be filed in a timely manner, no governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of the Investment Documents, the issuance of the Shares or, if issued on the date hereof, the Additional Shares or, except as contemplated by the Acquisition Agreement, the Transfer of the Remaining Shares.

(ii)            Ibis holds all Licenses necessary for the operation or conduct of the Business (including pursuant to Environmental Laws).  Schedule 3.1(q)(ii)  sets forth a list of all Licenses material to the Business (the “ Material Licenses ”).  Ibis is and has been in compliance with all terms and conditions of such Material Licenses and all Material Licenses may be relied upon by Ibis for the lawful operation of the Business as conducted on and prior to the date hereof and immediately following the Financing Closing.  Each Material License is valid, binding and in full force and effect and Ibis and the Business have complied in all material respects with all requirements of and are not in default under any Material License and have not received written or, to Isis’ or Ibis’ Knowledge, oral notice that the Business or Ibis is in violation of any of the terms or conditions of such Material License.  No loss or suspension of any License nor any

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proceeding or investigation which is seeking such a loss or suspension is pending or, to Isis’ or Ibis’ Knowledge, threatened.  Neither Ibis nor Isis is operating under any written or oral formal or informal agreement or understanding with any licensing authority, Regulatory Authority or any other Governmental Authority which restricts the conduct of the Business or requires Ibis or, with respect to the Business, Isis, to take or refrain from taking any actions.

(r)    Environment, Health and Safety .  Ibis and the Business have at all times materially complied with and are in material compliance with all Environmental Laws, including, without limitation, all Licenses and other authorizations that are required pursuant to Environmental Laws for the ownership and occupation of the assets used by Ibis and the operation of the Business. Neither Ibis nor Isis, with respect to the Business is aware of or has reason to be aware of or has received any notice, request for information, report, order, directive, communication or other information, written or oral, regarding any actual or alleged violation of Environmental Laws, or any Claims or other liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) arising under Environmental Laws, relating to the Business, the Real Property or Ibis, which has not been resolved without liability to Ibis.  Neither Ibis nor its Affiliates nor any of its legal predecessors has, in violation of Environmental Laws, treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or Released, or exposed any Person to, any Hazardous Materials, or owned or operated any property or facility (and no such property or facility including the Real Property is contaminated by any such Hazardous Materials) so as to give rise to any current or future liability under Environmental Laws, including without limitation, any liability to investigate, remediate, cleanup, monitor or take any similar actions with respect to the environmental condition of any property (whether owned or non-owned), facility or treatment, storage or disposal facility.  None of the following exists or to Isis’ or Ibis’ Knowledge, has ever existed at the Real Property: underground storage tanks, septic tanks, asbestos containing materials, polychlorinated biphenyls, lead-based paint, urea-formaldehyde, dumps, landfills, or waste disposal areas, sumps, pits, lagoons, surface impoundments or wetlands, or any contamination of any kind of the surface, subsurface, groundwater or surface water.  Ibis has not assumed or become subject to, whether expressly or by operation of Law, any liabilities of any other Person arising under Environmental Laws or pursuant to any type of agreement.  The consummation of the transactions contemplated by this Master Agreement do not impose any obligation on the Business under any Environmental Law or require notification to or consent of any Governmental Authority or third party pursuant to any Environmental Law.  Ibis has provided to AMI copies of all material environmental Licenses, reports, audits, assessments, and investigations, and any other material environmental documents, relating to Ibis or the Business to the extent the foregoing are in the possession, custody, or control of Isis or any of its Affiliates or Ibis.

(s)    Offering Valid .  Assuming the accuracy of the representations and warranties of AMI contained in Section 3.2 hereof, the offer, sale and issuance of the Shares (and the Additional Shares if AMI exercised the Subscription Right and acquired the Additional Shares pursuant to the Stock Subscription Agreement on the date hereof) will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities Laws.  Neither Ibis nor any agent on its behalf has

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solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares or Additional Shares to any Person or Persons so as to bring the sale of such Shares or Additional Shares by Ibis within the registration provisions of the Securities Act or any state securities Laws.

(t)     Financial Statements .  Schedule 3.1(t)  attached hereto contains the following financial statements (collectively the “ Financial Statements ”): (i) the profit and loss statement for the Division for the fiscal year ended December 31, 2006 and (ii) the profit and loss statement for Ibis and the related balance sheet (the “ Most Recent Balance Sheet ”) for the nine month period ended September 30, 2007.  The Financial Statements have been prepared in accordance with GAAP throughout the periods covered thereby, present fairly in all material respects the financial condition of Ibis or the Division (as the case may be) as of such dates and the results of operations of Ibis or the Division (as the case may be) for such periods, and are materially correct and complete and consistent with the books and records of Ibis (which books and records are materially correct and complete).

(u)    Subsequent Events .  Since the date of the Most Recent Balance Sheet, there has not been any material adverse change in the business, assets, liabilities, condition (financial or otherwise), operations, operating results, prospects, customer relations or supplier relations of Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary course.  Since the date of the Most Recent Balance Sheet:

(i)             Ibis has not sold, leased, transferred, or assigned any of its assets to a third party, tangible or intangible, other than inventory in the ordinary course of business;

(ii)            No party (including Ibis or Isis) has accelerated, terminated, modified, or canceled any material Contract (or series of related Contracts) to which Ibis is or was a party or by which the Business is or was bound;

(iii)          Ibis has made capital expenditures consistent with its normal course of operations;

(iv)           Ibis has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property over $50,000 in the aggregate;

(v)             Ibis has not granted any increase in the base compensation of any employee, except in the ordinary course of business (including as to amount) or any bonus to, any employee, other than in the ordinary course of business;

(vi)           Ibis has not amended, modified, or terminated any Plan;

(vii)          Ibis has not entered into any transaction with any of its directors, officers, employees or Affiliates, except for transactions with its employees in the ordinary course of business;

(viii)         Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or permitted to lapse any Business IP or, except in

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the ordinary course of business, disclosed any Confidential Information of Ibis or the Business to any Person (other than AMI and AMI’s Representatives);

(ix)           Ibis has not made a change in its accounting methods; and

(x)            Ibis has not committed in any binding manner to any of the foregoing.

(v)     Brokers’ Fees .  There are no brokerage commissions, finders’ fees or similar compensation due in connection with the transactions contemplated by the Transaction Documents based on any arrangement or agreement made by or on behalf of Isis or Ibis.  To the extent there are any brokerage commissions, finders’ fees or similar compensation due in connection with the transactions contemplated by the Transaction Documents under [***] Isis shall be solely liable for any and all such amounts.

(w)    Leased Real Property .

(i)             Ibis does not own any real property and the ownership of any real property is not necessary for the operation of the Business.  Ibis does not lease, sublease, license or otherwise grant any Person the right to use any real property.  Neither Isis nor any of its Affiliates leases, subleases, licenses or occupies any real property used or occupied by, or necessary for the operation or conduct of, the Business.

(ii)            Schedule 3.1(w)(ii)  sets forth the names of the lessor and lessee, the address of each parcel of real property used by Ibis (collectively, the “ Leased Real Property ”), and a list of all leases, subleases, licenses and other agreements (whether written or oral) (collectively, “ Leases ”) for each such Leased Real Property.  None of the Leases is a ground lease.  Ibis and Isis have delivered to AMI a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease.  Ibis does not own any structures, improvements or fixtures located on any Leased Real Property (collectively, “ Leasehold Improvements ”) and no Leasehold Improvements other than those provided to Ibis under the Corporate Services Agreement are material to the operation of the Business.

(iii)          Each such Lease is legal, valid, binding, enforceable and in full force and effect.

(iv)           Neither Ibis nor, to Isis’ or Ibis’ Knowledge, any other party to a Lease is in breach or default under such Lease, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, could reasonably be expected to constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease and neither Ibis nor Isis has received notice that the Leased Real Property is in violation of any Applicable Law. !

(v)             No security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full.  Neither Ibis nor any other Person owes any brokerage commissions, finder’s fees, free rent or allowances with respect to such Lease.

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(x)    Contracts .

(i)             Schedule 3.1(x)(i)  lists the following Contracts relating to the Business or to which Ibis is a party:  (A) Contract for the employment of any officer, individual employee, or other Person on a full-time, part-time, consulting, or other basis or Contract relating to loans to officers, directors, employees or Affiliates; (B) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging, or otherwise placing an Encumbrance on assets or Capital Stock of Ibis; (C) lease or agreement under which Ibis is the lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease or agreement for real or personal property under which the aggregate annual consideration is less than or equal to $25,000; (D) lease or agreement under which Ibis is the lessor of or permits any Person to hold or operate any property, real or personal, owned or controlled by Ibis; (E) distribution or franchise agreement; (F) agreement with a term of more than six months and (1) which is not terminable by Ibis upon less than 90 days’ notice without penalty or (2) which involves aggregate annual consideration in excess of $25,000; (G) agreements relating to ownership of or investments in any business or enterprise, including joint ventures and minority equity investments; (H) Contract prohibiting it from freely engaging in any business or competing anywhere in the world; (I) except as otherwise disclosed on Schedule 3.1(x)(i)  any other Contract or group of related Contracts with the same party or group of affiliated parties that involves aggregate annual consideration from or to Ibis in excess of $100,000; or (J) any Contract that is otherwise material to Ibis and/or the Business, including, without limitation, any IP Contract or Government Contract, whether or not entered into in the ordinary course of business and whether or not performance thereunder has been completed.  All of the Contracts and other similar arrangements set forth on or required to be set forth on Schedule 3.1(x)(i)  (the “ Ibis Contracts ”).

(ii)            All of the Ibis Contracts are valid, binding, enforceable and in full force and effect, and the Financing will not cause such Contracts to cease to be valid, binding, enforceable and in full force and effect on identical terms following the Closing Date.  Each of Isis or Ibis, as applicable, and, to Isis’ or Ibis’ Knowledge, each counterparty thereto has performed all material obligations required to be performed by it and is not in default under or in breach of or in receipt of any claim of default or breach under any Ibis Contract.  No event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by either Ibis or Isis or, to Isis’ or Ibis’ Knowledge, any other party under any such Ibis Contract.  Neither Isis nor Ibis has received notice of the intention of any party to cancel or terminate any Ibis Contract and, to Isis’ or Ibis’ Knowledge, there has not been any breach or anticipated breach by the other parties to any such Ibis Contract.

(iii)          Isis has provided AMI with a true and correct copy of all Ibis Contracts in each case together with all amendments, waivers, or other changes thereto (all of which are disclosed on Schedule 3.1(x)(i) ).  Schedule 3.1(x)(i)  contains an accurate and complete description of all material terms of all oral Contracts referred to therein.

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(y)    Insurance .  Schedule 3.1(y)  attached hereto lists and briefly describes each insurance policy maintained by Ibis or Isis with respect to the Business (the “ Insurance Policies ”), together with a claims history for the past five (5) years for Ibis and, with respect to the Business, Isis.  All of the Insurance Policies are in full force and effect, and neither Ibis nor Isis with respect to the Business is in default with respect to its obligations under any such insurance policy and neither Ibis nor Isis, with respect to the Business has been denied insurance coverage.  Neither Ibis nor Isis, with respect to the Business has any self-insurance or co-insurance programs.

(z)    Customers and Suppliers . Schedule 3.1(z)  accurately sets forth a list of the Business’ top ten customers by revenue for the fiscal year ended December 31, 2006 and the nine month period ended September 30, 2007.  Except as set forth on Schedule 3.1(z) , neither Isis nor Ibis has received any indication from any material customer of the Business or any Governmental Authority to the effect that, and neither Isis nor Ibis has any reason to believe that, such customer or Governmental Authority will in the future stop, or materially decrease the rate of buying products or services from the Business.  Schedule 3.1(z)  also accurately sets forth a list of the Business’ top ten suppliers by dollar amount for the nine month period ended September 30, 2007.  Except as set forth on Schedule 3.1(z) , neither Isis nor Ibis has received any indication from any material supplier of the Business to the effect that, and neither Isis nor Ibis has any reason to believe that, such supplier will stop or materially decrease the rate of providing products or services to the Business and its customers.  Neither Isis nor Ibis is involved in any material dispute with any customer or supplier of or to the Business.

(aa)          No Material Adverse Effect .  Since September 30, 2007, there has been no Material Adverse Effect.

(bb)          Names and Locations .  During the five-year period prior to the date hereof, neither Ibis nor the Business has used any name or names under which it has invoiced account debtors or maintained records concerning the assets used in the operation of the Business, other than Ibis Biosciences, Inc. and all of the assets used in the operation of the Business are located at the Leased Real Property.

(cc)          Directors, Officers and Bank Accounts .  Schedule 3.1(cc) (i) sets forth a true and correct list of the directors and officers of Ibis and the title of each such officer.  Schedule 3.1(cc) (ii) lists all of Ibis’ bank accounts, safety deposit boxes and lock boxes (designating each authorized signatory with respect thereto).

(dd)          Regulatory Filings .  Ibis and Isis have made available