ASSET PURCHASE AGREEMENT by and between Vascular Solutions, Inc. and Escalon Vascular Access, Inc. April 30, 2010

TABLE OF CONTENTS

I

EXHIBIT LIST

IV

ARTICLE I PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES

1

1.01

Transfer of Assets

1

1.02

Excluded Assets

3

1.03

Assumption of Liabilities

3

1.04

Excluded Liabilities

4

ARTICLE II PURCHASE PRICE

4

2.01

Amount

4

2.02

Holdback Amount

4

2.03

Allocation of Purchase Price

6

2.04

Earn-Out Amount

6

ARTICLE III CLOSING

8

3.01

Closing

8

3.02

General Procedure

8

3.03

Economic Results; Risk of Loss

9

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER

9

4.01

Incorporation; Power and Authority

9

4.02

Execution, Delivery; Valid and Binding Agreement

9

4.03

No Breach

10

4.04

Governmental Authorities; Consents

10

4.05

Financial Statements

10

4.06

Absence of Undisclosed Liabilities

10

4.07

No Material Adverse Changes

10

4.08

Title to Assets

11

4.09

Books and Records

11

4.10

Inventory

11

4.11

Tax Matters

11

4.12

Accounts Receivable

12

4.13

Contracts and Commitments

12

4.14

Intellectual Property Rights

12

4.15

Litigation

14

4.16

Regulatory Compliance

15

4.17

Insurance

18

4.18

Warranties

19

4.19

Compliance with laws; Permits

19

4.20

Direct Customer List

19

4.21

Distributor Customer List

19

4.22

Brokerage

20

4.23

Availability of Documents

20

4.24

Solvency

20

4.25

Disclosure

20

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER

21

5.01

Incorporation and Power

21

5.02

Execution, Delivery; Valid and Binding Agreement

21

5.03

Authority, No Breach

21

5.04

Governmental Authorities; Consents

21

5.05

Brokerage

21

ARTICLE VI COVENANTS OF SELLER

22

6.01

Conduct Relating to the Assets

22

6.02

Consents, Approvals, Filings

22

6.03

No Negotiations, etc.

23

6.04

Updates of Seller Disclosure Schedule

23

6.05

Use of Name

23

6.06

Conditions

23

6.07

Tax Matters

23

6.08

Protection of Trade Secrets, Know-How and Other Confidential Information

23

6.09

Noncompetition

24

6.10

Agreement Not to Solicit

25

6.11

IMA Agreement

25

6.12

Cooperation and Exchange of Information

25

6.13

Insurance Coverage

26

ARTICLE VII COVENANTS OF BUYER

26

7.01

Regulatory Filings

26

7.02

Conditions

26

ARTICLE VIII CONDITIONS TO CLOSING

26

8.01

Conditions to Buyer’s Obligations

26

8.02

Conditions to Seller’s Obligations

30

ARTICLE IX SURVIVAL; INDEMNIFICATION

31

9.01

Reliance and Survival of Representations and Warranties

31

9.02

Indemnification by Seller

32

9.03

Indemnification by Buyer

32

9.04

Method of Asserting Claims

33

9.05

Limitations on Indemnification

34

9.06

Materiality

35

ARTICLE X MISCELLANEOUS

35

10.01

Press Releases and Announcements

35

10.02

Confidentiality Relating to Agreement

36

10.03

Expenses

36

10.04

Further Assurances

36

10.05

Schedules

36

10.06

Amendment and Waiver

36

10.07

Notices

36

10.08

Binding Effect; Assignment

37

10.09

Severability

37

10.10

Complete Agreement

37

10.11

Counterparts

37

10.12

Governing law

38

10.13

Jurisdiction

38

10.14

Waiver of Jury Trial

38

10.15

Specific Performance

38

Exhibit A

▇▇▇▇ of Sale

Exhibit B

Assignment and Assumption Agreement

Exhibit C

Certificate of Officer of Seller

Exhibit D

Certificate of Officer of Buyer

Exhibit E

Assignment of Intellectual Property

Exhibit F

Supply Agreement

                    (a) All intellectual property owned by Seller relating to the Business, including that which is listed and designated in Schedule 1.01(a), including:

                    (i)          all related tangibles and intangibles relating to the Business and all rights to continue to use the Assets, and all rights Seller may have to institute or maintain any action to protect the same and recover damages for misappropriation or misuse thereof;

                    (ii)         all internet domain names, uniform resource locators, and registrations and applications for registration thereof, relating to the Business, as listed on Schedule 1.01(a) and all rights Seller may have to institute or maintain any action to protect the same and recover damages for misappropriation or misuse thereof;

                    (iii)        all trade secrets, know-how, and confidential information relating to the Business, computer programs and software (in source code and object code formats) and related data and documentation, copyrightable subject matter, or protectable designs, registered or unregistered, and registrations and applications for registration thereof, and all rights Seller may have to institute or

maintain any action to protect the same and recover damages for infringement, misappropriation or misuse thereof;

                    (iv)        all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license, or otherwise, relating to the Business, and all rights Seller may have to institute or maintain any action to protect the same and recover damages for infringement, misappropriation or misuse thereof;

                    (v)         all documents or other tangible materials embodying or relating to: (x) the intellectual property described in (i) through (vi) (including trade secrets, know-how, data, access rights, data links, concepts, specifications, user manuals, training materials, documentation, working notes, technical writings, reports, correspondence, photographs, pictorial reproductions, drawings and other graphic representations, labeling and packaging specifications and work-in-progress) and all copyright therein; and (y) the other Assets (including presentations, correspondence, regulatory and clinical trial information, data, and records, including patient case files, case report forms and case summaries with respect to patients who have utilized the products of the Business and other business records) and all copyright therein;

                    (vi)        supplier lists;

                    (vii)       a customer list, which such list includes a list of all direct customers of Seller and the customers of Seller’s U.S. distributor, FS Group LLC d/b/a Independent Medical Associates (“IMA”), the current sales prices for all products sold to such customers and, to the extent available, the key contacts at each customer (the “Customer List”);

((i) through (vii) collectively, the “Intellectual Property”)

                    (b) All of Seller’s rights to data and records relating to the Business, including data and records relating to clinical trials, patient case files, case report forms, case summaries and government submissions and correspondence, including that which is summarily described and listed in Schedule 1.01(b);

                    (c) the equipment and machinery relating to the Business (the “Equipment”), all of which are listed in Schedule 1.01(c);

                    (d) the raw materials, work in process, supplies, parts, product labels and packaging materials inventory relating to the Business, wherever located, together with any express or implied warranty by the manufacturers or sellers of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and Seller’s rights related to any of the foregoing (the “Raw Materials Inventory”), all of which are listed in Schedule 1.01(d);

                    (e) all finished goods inventory relating to the Business, together with any express or implied warranty by the manufacturers or sellers of any item or component

part thereof, rights of return, rebate rights, over-payment recovery rights and Seller’s rights related to any of the foregoing, all of which are listed in Schedule 1.01(e) (the “Finished Goods Inventory” and referred to collectively with the Raw Materials Inventory, the “Inventory”);

                    (f) the (x) Telemed Supply Agreement to which Seller is a party (the “Assigned Contract”), listed in Schedule 1.01(f); (y) outstanding offers or solicitations made by or to Seller to enter into any such contract; and (z) rights of the Seller related to any of the foregoing;

                    (g) All permits, licenses, certificates and governmental authorizations and approvals from any federal, state or local entity or authority exercising executive, legislative, judicial, regulatory, administrative or taxing functions of or pertaining to government (each, a “Governmental Entity”) relating to the Business, including all reports, documents, claims, permits and notices required to be filed with, maintained for or furnished to the FDA by the Business or any person that manufactures, develops, packages, processes, labels, tests or distributes Medical Devices pursuant to a development, distribution, commercialization, manufacturing, supply, testing or other arrangement with the Business (each, a “Business Partner”) (collectively, the “Permits”) held by Seller, and all pending applications for or renewals of the foregoing, all of which are listed in Schedule 1.01(g), to the extent that they are assignable;

                    (h) regulatory data, clinical data and other technical information, including, without limitation, any design history files and any data bases incorporating any such data and information, related to products of the Business, including the 510k applications and registrations listed on Schedule 1.01(h) (“Regulatory Data”);

                    (i) Seller’s current 1-800 customer service phone numbers and fax numbers related to the Business; and

                    (j) All of Seller’s claims against third parties related to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent.

         (i)       If the sum (the “Final Inventory Value”) of the calculations of the Finished Goods Inventory Value and the Raw Materials Inventory Value is:

(A)     less than $500,000, then the “Final Inventory Adjustment” shall be equal to $500,000 minus the Final Inventory Value and the Holdback Amount shall be determined by subtracting this amount from $750,000; or

(B)     more than $500,000, then the “Final Inventory Adjustment” shall be equal to the Final Inventory Value minus $500,000 and the Holdback Amount shall be determined by adding this amount to $750,000; or

(C)     equal to $500,000, then the “Final Inventory Adjustment” shall be equal to zero and the Holdback Amount shall be $750,000.

                              (i)          Invoiced End-User Sales of the VascuView products, including disposables, as listed on Schedule 2.04(b) attached hereto, minus

                              (ii)         shipping costs and taxes, unless such shipping costs and taxes are paid by the applicable customer.

                    (a) Initial Closing. The initial closing of the transactions contemplated by this Agreement (the “Initial Closing”) will take place at such place as is mutually agreeable to Buyer and Seller, at 3:00 p.m. Central Daylight Time on April 30, 2010 or on such other date as is mutually agreeable to Buyer and Seller after all of the conditions to the parties’ obligations set forth in Article VIII hereof have been satisfied (or waived by the party entitled to the benefit of such conditions). The date on which the Initial Closing occurs is referred to herein as the “Initial Closing Date,” and the Initial Closing shall be deemed effective as of the close of business on the Initial Closing Date. At the Initial Closing, Seller shall sell, transfer and assign to Buyer, free and clear of all liens and encumbrances, and Buyer shall purchase and acquire from Seller, all right, title and interest in and to the Assets other than the Raw Materials Inventory.

                    (b) Final Closing. The Final Closing of the transactions contemplated by this Agreement (the “Final Closing”) will take place at such place as is mutually agreeable to Buyer and Seller, on the earlier of (i) 7 days notice by Buyer or (ii) the 4-month anniversary of the Initial Closing Date. The date on which the Final Closing occurs is referred to herein as the “Final Closing Date,” and the Final Closing shall be deemed effective as of the close of business on the Final Closing Date. The Initial Closing Date and Final Closing Date are each referred to as a “Closing Date” in this Agreement. At the Final Closing, Seller shall sell, transfer and assign to Buyer, free and clear of all liens and encumbrances, and Buyer shall purchase and acquire from Seller, all right, title and interest in and to the Raw Materials Inventory.

                    (b) No deficiency for any Taxes has been proposed, asserted or assessed against the Business that has not been resolved and paid in full. No waiver, extension or comparable consent given by the Business regarding the application of the statute of limitations with respect to any Taxes or any Tax return is outstanding, nor is any request for any such waiver or consent pending.

                    (c) To the Seller’s Knowledge, Seller does not expect or anticipate the assessment of any additional Taxes on the Assets and is not aware of any unresolved questions, claims or disputes concerning the Liability for Taxes of the Business. There is no written dispute or claim, and to Seller’s Knowledge, any other dispute or claim, concerning any Tax Liability of the Business.

                    (a) Schedule 1.01(f) lists the Assigned Contract. The Assigned Contract (i) is legal, valid, binding and enforceable and in full force and effect, (ii) will continue to be legal, binding and enforceable and in full force and effect immediately following the applicable Closing in accordance with the terms thereof as in effect prior to the applicable Closing, and (iii) is assignable to Buyer without the consent of any person or entity.

                    (b) With respect to the Assigned Contract, Seller (i) has performed all obligations required to be performed by it in connection therewith and is not in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification or acceleration under the Assigned Contract, (ii) is not in receipt of any claim of default, (iii) has no present expectation or intention of not fully performing any material obligation pursuant to the Assigned Contract, (iv) has no knowledge of any breach or expected breach by any other party to the Assigned Contract, and (v) has not received a written demand, or to Seller’s knowledge oral demand, for renegotiation thereof or commenced the process of renegotiating and terms of such contract.

                    (c) Prior to the date of this Agreement, Seller has made available to Buyer a correct and complete copy of the Assigned Contract, together with all amendments, waivers or other changes thereto.

                    (i)          With respect to each item of the Intellectual Property which Seller owns, Seller solely possesses all right, title and interest in and to the item, free and clear of any lien or encumbrance. Seller is the official and sole owner of record of all registered Intellectual Property. No owned Intellectual Property has been infringed by any person or entity. Seller owns all of the Intellectual Property developed by its current and former employees and independent contractors during the period of their employment or within the scope of their contracting or consulting relationship, as the case may be, with Seller and no such person has any claim with respect to any of the Intellectual Property. All owned Intellectual Property is valid and enforceable, and no person or entity has asserted that any owned Intellectual Property is invalid or not enforceable.

                    (ii)          All registrations relating to the Intellectual Property are in full force and effect, and all actions required to keep such registrations pending or in effect or to provide full available protection of registered Intellectual Property or the Intellectual Property for which a registration is pending, including payment of filing, examination, annuity, and maintenance fess and filing of renewals, statements of use or working, affidavits of incontestability and other similar actions, have been taken, and no such Intellectual Property is the subject of any interference, opposition, cancellation, nullity, re-examination or other proceeding placing in question the validity or scope of such rights. All products covered by registered Intellectual Property and all usages of registered Intellectual Property have been marked with the appropriate patent, trademark, or other marking required or desirable to maximize available damage awards.

                    (iii)          Each item of the Intellectual Property owned immediately prior to the Closing hereunder will be owned by Buyer on the same terms and conditions immediately subsequent to the Closing. Seller has taken commercially reasonable actions to maintain and protect each item of the Intellectual Property that it owns or uses.

protect the secrecy, confidentiality and value of the trade secrets and all other proprietary information used by Seller including the implementation and enforcement of policies requiring each employee or independent contractor who has access to trade secrets to execute proprietary information and confidentiality agreements substantially in a standard form, and each current and former employee and independent contractor of Seller has executed such an agreement. There has been no breach or other violation of such agreements. Seller has an unqualified right to use all trade secrets and other proprietary information currently used in its business, subject to any contract relating to licensed-in Intellectual Property. No such trade secret or other proprietary information is part of the public knowledge or literature, and no trade secret or other proprietary information has been used, divulged or appropriated either for the benefit of any person other than Seller or to the detriment of Seller.

                    (d) Seller has not taken action, or failed to take an action, that might have the effect of estopping or otherwise limiting its right to enforce owned Intellectual Property against any person.

                    (e) With respect to the Assets or the Business or any component of any of the Assets or the Business, Seller has not infringed, misappropriated or otherwise violated any intellectual property right (including, but not limited to, patent, copyright, trademark, service ▇▇▇▇, trade names, trade dress, trade secret, or know-how right) of any third-party, and Seller has not received any notice of any infringement, misappropriation or violation by Seller of any such intellectual property right of any third-party. No infringement, misappropriation or violation of any intellectual property right of a third-party has occurred or will occur with respect to the Assets or the Business or any component of any of the Assets or the Business.

                    (f) All software that is listed in Schedule 1.01(a) is owned by Seller or is subject to a current license agreement that covers all use of such software as the business relating to the Business is conducted. Seller has the right to use such software as it is being used in the business relating to the Business, without any conflict with the rights of others. Seller is not in breach of any license to, or license of, any such software. Seller does not use, rely on or contract with any person or entity to provide service bureau, outsourcing or other computer processing services to Seller, in lieu of or in addition to its use of such software. Following the Closing, Buyer will have sufficient rights to all necessary software to operate the business relating to the Business as it is conducted.

                    (a) Seller has no Knowledge of any actual or threatened enforcement action or investigation by the Food and Drug Administration (the “FDA”) or any other Governmental Entity that has jurisdiction over the operations of the Business. Seller does not have any Knowledge or reason to believe that the FDA or any other Governmental Entity is considering such action. The operation of the Business of Seller, including the manufacture, import, export, testing, development, processing, packaging, labeling, storage, marketing, sales and distribution of the products of the Business is, and at all times has been, in material compliance with all applicable laws and Permits of the Business.

                    (b) All Permits required to be filed with, maintained for or furnished to the FDA and all material Permits required to be filed with, maintained for or furnished to any other Governmental Entity by the Business or, to Seller’s Knowledge, any Business Partner, have been so filed, maintained or furnished by Seller, and the Business Partners, as applicable. All such reports, documents, claims and notices were complete and accurate in all material respects on the date filed or furnished (or were corrected in or supplemented by a subsequent filing), such that no liability exists with respect to such filing, and remain complete and accurate.

                    (c) Neither the Business nor, to Seller’s Knowledge, any Business Partner, has, received any FDA Form 483, notice of adverse finding, Warning Letters, untitled letters or other correspondence or notice from the FDA, or other Governmental Entity (i) alleging or asserting noncompliance with any applicable laws or Permits and Seller has no Knowledge or reason to believe that the FDA or any other Governmental Entity is considering such action or (ii) contesting the investigational device exemption, pre-market clearance or approval of, the uses of or the labeling or promotion of any Medical Devices. The Business has not had any product or manufacturing site subject to a Governmental Entity (including the FDA) shutdown or import or export prohibition, nor received any FDA Form 483 or other Governmental Entity notice of inspectional observations, “warning letters,” “untitled letters,” or, requests or requirements to make changes to the Business’ products that, if not complied with, would reasonably be expected to result in a material liability to the Business, or similar correspondence or notice from the FDA or Governmental Entity in respect of the Business and alleging or asserting noncompliance with any applicable laws, Business Permits or such requests or requirements of a Governmental Entity and, to Seller’s Knowledge, neither the FDA nor any Governmental Entity is considering such action.

                    (d) No Permit issued to the Business or, to Seller’s Knowledge, to any Business Partner, by the FDA or any other Governmental Entity has been limited, suspended, modified or revoked and Seller has no Knowledge or reason to believe that the FDA or any other Governmental Entity is considering such action.

                    (e) To Seller’s Knowledge, all preclinical animal testing and trials and all clinical trials and studies being funded or conducted by, or at the request, or on behalf of the Business or a Business Partner are listed on Section 4.16 of the Seller Disclosure Schedule and true, complete, accurate and up-to-date documentation relating or pertaining to such clinical trials and studies, including but not limited to clinical trial

agreements, consulting agreements, monitoring agreements and the like, have been provided to Buyer and all such clinical trials, studies and preclinical activities have been conducted in material compliance with experimental protocols, procedures and controls, accepted professional scientific standards and applicable law. To Seller’s Knowledge, the descriptions of the studies, tests and preclinical and clinical trials listed on Section 4.16 of the Seller Disclosure Schedule including the related results and regulatory status are accurate and complete in all material respects. To the Seller’s Knowledge, each such study conducted by or on behalf of the Business with respect to the Business’ products has been conducted or is being conducted such that the resulting data was or will be acceptable for use in the Business’ past or anticipated regulatory filings, and there is nothing included in such data currently in existence that would cause any such regulatory submission to be disallowed or delayed or that would indicate that the relevant product will not perform as intended. Seller has not received any written notices, correspondence or other communication from the FDA or any other Governmental Entity requiring the termination, suspension or material modification of any clinical trials conducted by, or on behalf of, the Business or in which the Business has participated and Seller has no Knowledge or reason to believe that the FDA or any other Governmental Entity is considering such action. To the Seller’s Knowledge, the Regulatory Data is full and complete in all necessary respects and nothing in such Regulatory Data is false or misleading in any material respect. All Regulatory Data, including, but not limited to, all information about any product adverse effects, in the possession or control of Seller has been provided to Buyer. The Regulatory Data: (i) has been obtained and compiled in accordance with all material requirements and procedures of the FDA or other Governmental Entity; and (ii) does not contain any information that will render products as “adulterated” or “misbranded” under the Federal Food, Drug, and Cosmetic Act or similar law of any foreign Governmental Entity. To the Seller’s Knowledge, there is nothing in the Regulatory Data that would cause any regulatory submission to be disallowed or delayed.

                    (f) Each product or product candidate subject to the Federal Food, Drug and Cosmetic Act (including the rules and regulations of the FDA promulgated thereunder, the “FDCA”) or, to Seller’s Knowledge, comparable laws in any non-U.S. jurisdiction, that has been developed, manufactured, test distributed or marketed by or on behalf of the Business (each such product or product candidate, a “Medical Device”), is being or has been developed, manufactured, tested, distributed and marketed in compliance with all applicable requirements under the FDCA and, to Seller’s Knowledge, comparable laws in any non-U.S. jurisdiction, including those relating to investigational use, pre-market clearance or approval, registration and listing, good manufacturing practices, good clinical practices, good laboratory practices, labeling, advertising, record keeping and filing of required reports. None of the Medical Devices are “adulterated” or “misbranded” under the FDCA or, to Seller’s Knowledge, similar law of any foreign Governmental Entity. All Medical Devices have received a pre-market clearance and may be lawfully placed into commerce and sold as they are currently manufactured. In addition, the Business and, to Seller’s Knowledge, the Business Partners, are in material compliance with all other applicable FDA requirements and all other applicable laws. Seller maintains complete documentation showing that components supplied to the Business are manufactured in accordance with the Business’

specifications therefor. The processes used to produce the Business’ products are completely and accurately described in documents maintained by the Business, and such documents have been made available to the Buyer. Such processes are adequate to ensure that commercial quantities of the Business’ products will conform to the specifications established therefor and will be (i) of merchantable quality, (ii) salable in the ordinary course of business at prevailing market prices, (iii) free from defects in design, material and workmanship, and (iv) suitable for their intended purposes and efficacy levels.

                    (g) Seller and/or Parent is/are the sole and exclusive owner of all Permits, including without limitation all pre-market clearances, necessary to sell, market and distribute the Medical Devices. Seller has not previously sold or transferred in any manner, in whole or in part, directly or indirectly, any of the Permits necessary to sell the Medical Devices, including without limitation pre-market clearances for the Medical Devices. Seller will transfer all such Permits to Buyer at the Initial Closing.

                    (h) Seller has not either voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any recall, field notifications, field corrections, market withdrawal or replacement, safety alert, warning, “dear doctor” letter, investigator notice, safety alert or other notice or action relating to an alleged lack of safety, efficacy or regulatory compliance of any Business product. Seller is not aware of any facts which are reasonably likely to cause (1) the recall, market withdrawal or replacement of any product sold or intended to be sold by the Business; (2) a change in the marketing classification or a material change in the labeling of any such products, or (3) a termination or suspension of the marketing of such products.

                    (i) Seller has not received any written notice that the FDA or any other Governmental Entity has (i) commenced, or threatened to initiate, any action to withdraw its investigational device exemption, pre-market clearance or pre-market approval or request the recall of any Medical Device, (ii) commenced, or threatened to initiate, any action to enjoin manufacture or distribution of any Medical Device or (iii) commenced, or threatened to initiate, any action to enjoin the manufacture or distribution of any Medical Device produced at any facility where any Medical Device is manufactured, tested, processed, packaged or held for sale.

                    (j) The Business is and at all times has been in compliance with federal or state criminal or civil laws (including the federal Anti-Kickback Statute (42 U.S.C. §1320a-7(b)), ▇▇▇▇▇ law (42 U.S.C. §1395nn), False Claims Act (42 U.S.C. §1320a-7b(a)), Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d et seq., and any comparable state or local laws), any federal Civil Money Penalties Statute and, in each case, any similar or comparable state or local laws as well as the regulations promulgated pursuant to such laws, or which are cause for civil or criminal penalties or mandatory or permissive exclusion from Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act) or any other state or federal health care program (each, a “Program”). There is no Litigation threatened against Seller, that could reasonably be expected to result in its exclusion from participation in any Program or other third party payment programs in which the Business participates. Seller has not

been sanctioned within the meaning of Social Security Act Section 1128A or any amendments thereof or debarred, excluded or suspended from participation in any federal or state health care program. In addition, neither Seller nor any of its affiliates have been debarred or convicted of a crime for which a person or entity can be debarred under 21 U.S.C. § 335a, nor have they been threatened to be debarred or indicted for a crime or otherwise engaged in conduct for which a person or entity can be debarred.

                    (k) Seller has made available to Buyer copies of any written complaints received from employees, independent contractors, vendors, physicians or any other person asserting that the Business has violated any applicable law. As of the date hereof, (i) Seller is not a party to a corporate integrity agreement with the United States Department of Health and Human Services Office of Inspector General that relate to the Business, (ii) the Business has no reporting obligations pursuant to any settlement agreement entered into with any Governmental Entity, (iii) the Business has not been subject to any government payor program investigation conducted by any Governmental Entity except with respect to individual claims for reimbursement in the ordinary course of business, (iv) Seller has not been a defendant in any qui tam or other litigation under the federal False Claims Act pertaining to the Business and (v) within the past six years, Seller has not been served with or received any written search warrant, subpoena, civil investigative demand or contact letter from any Governmental Entity pertaining to the Business.

                    (l) Seller has delivered to Buyer complete and accurate written documentation of the processes and procedures used or necessary to manufacture the Business products (the “Manufacturing Documentation”). The manufacture of the products of the Business by Seller is being conducted in compliance in all material respects with all applicable laws including the FDA’s Quality Systems Regulation at 21 CFR Part 820 for products sold in the United States, and the respective counterparts thereof promulgated by Governmental Entities in countries outside the United States.

                    (m) Seller is not the subject of any pending or, to Seller’s Knowledge, threatened, investigation in respect of the Business or the Business products, by the FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto. To Seller’s Knowledge, neither Seller, nor any officer, employee or agent of Seller, nor any other person acting on their behalf, has directly or indirectly, given or agreed to give any gift or similar benefit to any customer, supplier, governmental employee or other person who is or may be in a position to help or hinder the Business (or assist the Business in connection with any actual or proposed transaction) in violation of any applicable law.

4.17    Insurance.

insurance coverage for the activities of the Business. Section 4.17 of the Seller Disclosure Schedule lists each policy of insurance in effect.

                    (b) Section 4.17 of the Seller Disclosure Schedule lists by year for the current policy year and each of the two preceding policy years a summary of the loss experience of the Business under each policy involving any claim in excess of $50,000, setting forth (i) the name of the claimant, (ii) a description of the policy by insurer, type of insurance and period of coverage and (iii) the amount and a brief description of the claim.

                    (a) Seller and its officers, directors, shareholders, agents and employees have complied with all applicable laws, regulations, governmental orders, and other requirements relating to the Assets and the Assumed Liabilities, and to which Seller may be subject, including, but not limited to, federal, state, local and foreign laws, ordinances, rules, regulations and other requirements pertaining to product labeling and consumer products safety, and no claims have been filed against Seller alleging a violation of any such laws, regulations or other requirements and Seller has not received any notice asserting that it is not so in compliance. Seller is not relying on any exemption from or deferral of any law, regulation, governmental order, other requirement, or governmental authorization that would not be available to Buyer after the applicable Closing.

                    (b) Seller and/or Parent has, in full force and effect, all Permits. A true, correct and complete list of all the Permits is set forth in Schedule 1.01(g), with an indication as to whether each Permit is assignable to Buyer. Seller has conducted the business relating to the Business in compliance with the terms and conditions of the Permits. Seller will transfer all Permits to Buyer at the Initial Closing.

                    (a) Seller is not insolvent and will not be rendered insolvent by any of the transactions contemplated by this Agreement. As used in this Section 4.23, “insolvent” means that the sum of the debts and other probable liabilities of Seller exceeds the present fair saleable value of its assets.

                    (b) Immediately after giving effect to the consummation of the transactions contemplated by this Agreement, (i) Seller will be able to pay its liabilities as they become due in the usual course of its business; (ii) Seller will not have unreasonably small capital with which to conduct its present or proposed business; (iii) Seller will have assets (calculated at fair market value) that exceed its liabilities; (iv) taking into account all pending and threatened litigation, final judgments against Seller in actions for money damages are not reasonably anticipated to be rendered at a time when, or in amounts such that, Seller will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of Seller; and (v) the cash available to Seller, after taking into account all other anticipated uses of the cash, will be sufficient to pay all such debts and judgments promptly in accordance with their terms.

          6.01    Conduct Relating to the Assets

                     (a) In connection with the Raw Materials Inventory, Seller agrees that, from the date hereof until the Final Closing Date, without the prior written consent of Buyer:

                    (i)     Seller shall not take any action with respect to the Raw Materials Inventory except on an arm’s-length basis and in accordance with all applicable laws, rules and regulations and in accordance with the terms and conditions of the Supply Agreement;

                    (ii)     Seller shall manage the Raw Materials Inventory levels in accordance with the terms and conditions of the Supply Agreement;

                    (iii)     Seller shall not, directly or indirectly, sell, pledge, dispose of or encumber any of the Raw Materials Inventory;

                    (iv)     Seller will not enter into any contract relating to the Raw Materials Inventory that would have been an Assigned Contract if such contract had been in effect on the date of this Agreement;

                    (v)     Seller shall not cancel or terminate its current insurance policies covering the Raw Materials Inventory, or cause any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies are in full force and effect; and

                     (b) Seller shall: (A) use all reasonable efforts to preserve intact the Raw Materials Inventory until used in production and manufacturing; (B) not intentionally take any action which would render, or which reasonably may be expected to render, any representation or warranty made by it in this Agreement with respect to the Raw Materials Inventory untrue at the Final Closing; and (C) notify Buyer of any emergency or other change in the normal course of the business and of any governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated) relating to the Raw Materials Inventory.

                    (a) For three (3) years after the Initial Closing Date (the “Restricted Period”), Seller shall not and shall cause Seller’s affiliates not to, directly or indirectly, engage in, and shall use its best efforts to ensure that none of its officers, employees (excluding ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇) or directors directly or indirectly engage in, any Competitive Business (as defined below), whether in existence now or at any time in the future, in any manner or capacity (e.g., as an advisor, principal, agent, partner, officer, director, stockholder, consultant, member of any association or otherwise). A “Competitive Business” shall mean any business or venture that researches, designs, develops, creates, markets, distributes, or licenses or sells accessories, devices, systems, software, products, or services that compete, directly or indirectly, with the Business. The services provided by Seller to Buyer under the Supply Agreement shall not be considered a Competitive Business for purposes of this Section 6.09.

                    (b) Seller will not, directly or indirectly, assist or encourage any other person or entity in carrying out, directly or indirectly, any activity that would be prohibited by the above provisions of Sections 6.09 or 6.10 if such activity were carried out by Seller, either directly or indirectly. In particular, Seller agrees that it will not, directly or indirectly, induce any employee of Seller or Buyer to carry out, directly or indirectly, any such activity.

                    (c) Seller agrees that the restrictions and agreements contained in Sections 6.09 or 6.10 are reasonable and necessary to protect the legitimate interests of Buyer and that any violation of Sections 6.09 or 6.10 will cause substantial and irreparable harm to Buyer that would not be quantifiable and for which no adequate remedy would exist at law and accordingly injunctive relief shall be available for any violation of Sections 6.09 or 6.10.

                    (d) If the duration or extent of business activities covered by Sections 6.09 or 6.10 are in excess of what is valid and enforceable under applicable law, then such provisions shall be construed to cover only the greatest duration or activities that are valid and enforceable. Seller acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement be given the construction which renders its

provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law. The parties intend these provisions to be deemed to be a series of separate covenants, one for each and every state of the United States of America, and each and every political subdivision of each and every country outside the United States of America where these provisions is intended to be in effect.

                    (e) Ownership, as a passive investment, in the aggregate of less than 1% of the outstanding shares of capital stock of any corporation listed on a national securities exchange or publicly traded on any nationally recognized over-the-counter market shall not constitute a breach of Section 6.09(a).

                      (a) Buyer shall have the right for a period of seven years following the Initial Closing Date to have reasonable access to review such books, records and accounts, including financial and tax information, correspondence, production records, and other records of Seller relating to the Assets and Assumed Liabilities for the limited purposes of complying with its obligations under applicable laws and regulations, including financial reporting obligations, in all cases to the extent such books, records and accounts have not been destroyed in accordance with Seller’s document retention policy. Except in accordance with Seller’s document retention policy, Seller shall not destroy any such books, records or accounts retained by it without first providing Buyer with the opportunity to obtain or copy such books, records, or accounts. For a period of seven years following the Initial Closing Date, Seller shall provide Buyer with such cooperation and information as Buyer reasonably may request of Seller pursuant to this Section 6.12, including but not limited to making its employees available on a mutually

convenient basis to provide explanation of any documents or information provided hereunder.

                    (b) Promptly upon request by Buyer made at any time during the seven-year period following the Initial Closing Date, Seller shall authorize the release to Buyer of all files pertaining to the Assets or Assumed Liabilities held by any federal, state, county or local authorities, agencies or instrumentalities.

                    (c) Seller shall provide Buyer with such cooperation and information as Buyer reasonably may request of Seller in order for Buyer to prepare financial statements to comply with financial reporting obligations at any time at or after the Initial Closing.

                     (a) The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before the Initial Closing Date:

                     (i)       The representations and warranties set forth in Article IV hereof shall be true and correct at and as of the Initial Closing Date as though then made and as though the Initial Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true and correct on and as of such date;

                     (ii)      Seller shall have performed all of the covenants and agreements required to be performed and complied with by it in all material respects under this Agreement prior to the Initial Closing Date;

                     (iii)     The parties shall have obtained, or applied for, each consent and approval necessary as listed on Schedule 8.01(a)(iii), at no cost to Buyer, in order that the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of the Assets pursuant to the provisions of, any Assigned Contract, agreement, arrangement or undertaking of or affecting Seller or any license, franchise or permit of or affecting Seller;

                     (iv)     All governmental filings, authorizations and approvals as listed on Schedule 8.01(a)(iii) will have been duly made, applied for or waived;

                     (v)      Buyer will have received evidence satisfactory to it that there is not threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement or the Related Agreements or (iii) otherwise relating to and materially adversely affecting the transactions contemplated hereby;

                     (vi)     There shall be no fact or circumstance existing as of the date of this Agreement which has not been disclosed to Buyer as of the Initial Closing Date regarding the Assets or the Assumed Liabilities, which is, individually or in the aggregate with other such facts and circumstances, materially adverse to the value of the Assets, as determined by Buyer in its reasonable discretion;

                     (vii)    The transactions contemplated by this Agreement and the Related Agreements will have been approved by Buyer’s Board of Directors;

                     (viii)   Buyer shall be satisfied in its sole discretion with its operational, intellectual property, and legal due diligence with respect to the Assets;

                     (ix)     Buyer shall have all releases as necessary to release all liens, claims, encumbrances and security interests in the Assets, except for

security interests and other liens relating to liabilities to be assumed by Buyer pursuant to Section 1.03;

                     (x)     Buyer shall have entered into the Supply Agreement with Seller in the form attached hereto as Exhibit F; and

                     (xi)    Seller shall have delivered to Buyer all of the following with respect to the Initial Closing Assets:

(A)

the executed ▇▇▇▇ of Sale and such other executed instruments of conveyance, transfer, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.02 hereof;

(B)

a copy of the Assignment and Assumption Agreement, including, but not limited to, assignment of the Assigned Contract and the Permits, executed by Seller;

(C)

a certificate of an appropriate officer of Seller substantially in the form set forth in Exhibit D hereto, dated the Initial Closing Date, (i) stating that the conditions precedent set forth in subsections (a) and (b) above have been satisfied; (ii) setting forth and certifying the text of the resolutions adopted by the board of directors of Seller authorizing the execution, delivery, and performance of this Agreement and the Related Agreements; and (iii) setting forth and certifying the text of the resolutions adopted by the shareholders of Seller approving the sale of the Assets;

(D)

copies of the third party and governmental consents and approvals referred to in subsections (c) and (d) above;

(E)

assignment, in the form(s) set forth in Exhibit F, of the Assets that are Intellectual Property, duly executed by Seller, together with other agreements, instruments, certificates and other documents necessary or appropriate, in the opinion of Buyer’s counsel, to assign all of Seller’s rights and interests in and to the Intellectual Property to Buyer;

(F)

the Finished Goods Inventory, all documents or other tangible materials described in 1.01(a)(viii), the Equipment, other than the Equipment that is necessary to manufacture the products required by

Seller under the Supply Agreement, copies of the Assigned Contract, and copies of the Permits;

(G)

the Customer List;

(H)

a guarantee, satisfactory to Buyer in its sole discretion, executed by Parent; and

(I)

such other certificates, documents and instruments as Buyer reasonably requests related to the transactions contemplated hereby.

                    (i)     The representations and warranties set forth in Article IV as the same relate to the Final Closing Assets shall be true and correct at and as of the Final Closing Date as though then made and as though the Final Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true and correct on and as of such date;

                    (ii)    Seller shall have performed all of the covenants and agreements required to be performed and complied with by it in all material respects under this Agreement prior to the Final Closing Date;

                    (iii)   The Manufacturing Transfer shall have occurred in accordance with Section 2.02(h) and Schedule 2.20(h);

                    (iv)    Buyer will have received evidence satisfactory to it that there is not threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement or the Related Agreements or (iii) otherwise relating to and materially adversely affecting the transactions contemplated hereby;

                    (v)     No person or entity will have asserted or threatened that such person or entity is the owner of, or has the right to acquire or to obtain ownership of, any of the Raw Materials Inventory or is entitle to all or any portion of the Purchase Price;

                    (vi)    No Material Adverse Effect with respect to the Raw Materials Inventory shall have occurred;

                    (vii)    Seller shall have delivered to Buyer all of the following with respect to the Raw Materials Inventory:

(A)

an executed ▇▇▇▇ of Sale and such other executed instruments of conveyance, transfer, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.02 hereof;

(B)

a certificate of an appropriate officer of Seller substantially in the form set forth in Exhibit D hereto, dated the Final Closing Date, (i) stating that the conditions precedent set forth in subsections (a) and (b) above have been satisfied; and

(C)

the Raw Materials Inventory.

                    (i)     The representations and warranties set forth in Article V hereof shall be true and correct at and as of the Initial Closing as though then made and as though the Initial Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true and correct on and as of such date;

                    (ii)    Buyer shall have performed all of the covenants and agreements required to be performed by it under this Agreement in all material respects prior to the Initial Closing;

                    (iii)    All governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby shall have been duly made, applied for or waived;

                    (iv)    Buyer shall have entered into the Supply Agreement with Seller in the form attached hereto as Exhibit F; and

                    (v)     Buyer shall have delivered to Seller all of the following:

(A)

a copy of the Assignment and Assumption Agreement, executed by Buyer;

(B)

a certificate of an appropriate officer of Buyer substantially in the form set forth as Exhibit E hereto, dated the Initial Closing Date, stating that

the conditions precedent set forth in subsections (a) and (b) above have been satisfied and setting forth and certifying the text of the resolutions adopted by the board of directors of Buyer authorizing the execution, delivery, and performance of this Agreement; and

(C)

such other certificates, documents and instruments as Seller or its counsel may reasonably request related to the transactions contemplated hereby.

                    (b) The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Final Closing Date:

                    (i)     The representations and warranties set forth in Article V hereof shall be true and correct at and as of the Final Closing as though then made and as though the Final Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true and correct on and as of such date;

                    (ii)    Buyer shall have performed all of the covenants and agreements required to be performed by it under this Agreement in all material respects prior to the Final Closing; and

                    (iii)   Buyer shall have delivered to Seller a certificate of an appropriate officer of Buyer substantially in the form set forth as Exhibit E hereto, dated the Final Closing Date, stating that the conditions precedent set forth in subsections (a) and (b) above have been satisfied.

                      (a) any breach of or inaccuracy in any of the representations and warranties of Seller contained in the Seller Documents or in any certificate delivered by or on behalf of Seller pursuant to this Agreement (determined without giving effect to any update to the Seller Disclosure Schedule);

                      (b) any breach of, or failure to perform, any agreement or covenant of Seller contained in any of the Seller Documents;

                      (c) any Claim or threatened Claim against Buyer Indemnified Parties that arises in connection with the actions or inactions of Seller with respect to the Assets or Assumed Liabilities prior to the Closing Date;

                      (d) any Claim or threatened Claim against the Buyer Indemnified Parties for infringement, misuse, misappropriation, or relating to the ownership of any intellectual property rights, including, but not limited to, patent, copyright, trademark, service ▇▇▇▇, trade names, trade dress, trade secret, or know-how rights, relating to any of the Assets or the Business or any component of the Assets or the Business;

                      (e) any former or present employees, officers and/or managers of, consultants to, or independent contractors to, Seller holding any rights in or to the Intellectual Property;

                      (f) any product liability Claims relating to the Assets and/or sales of and Business or component thereof prior to the Closing; or

                      (g) any Excluded Liability.

                      (a) any breach of or inaccuracy in any of the representations and warranties of Buyer contained in the Buyer Documents or in any certificate delivered by or on behalf of Buyer pursuant to this Agreement;

                      (b) any breach of, or failure to perform, any agreement or covenant of Buyer contained in the Buyer Documents; or

                      (c) except to the extent that Seller agrees to indemnify Buyer under Section 9.02, any Claim or threatened Claim against any Seller Indemnified Party that arises solely in connection with the actions or inactions of Buyer with respect to the Assets or Assumed Liabilities after the Closing Date.

                      (a) In the event that any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the Liability or the costs or expenses of which are Losses (any such third party action or proceeding being referred to as a “Claim”), then such Indemnified Party shall give the Indemnifying Party prompt notice thereof. The failure to give such notice shall not affect any Indemnified Party’s ability to seek reimbursement unless such failure has materially and adversely affected the Indemnifying Party’s ability to defend successfully a Claim. The Indemnifying Party shall be entitled to contest and defend such Claim; provided, that the Indemnifying Party (i) has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Indemnified Party within fifteen (15) business days after the Indemnified Party’s notice of such Claim (but, in any event, at least five (5) business days prior to the date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party. If the Indemnifying Party fails to give such notice or assume such defense, then the Indemnified Party shall be entitled to undertake such defense and its reasonable costs and expenses (including, without limitation, attorney fees and expenses) shall be included in the Loss to be indemnified by the Indemnifying Party. If the Indemnifying Party elects to contest and defend a Claim, the Indemnified Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss unless the Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Indemnified Parties, and only to the extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Indemnified Party elects to participate in such defense, the Indemnified Party will cooperate with the Indemnifying Party in the conduct of such defense. Neither the Indemnified Party nor the

Indemnifying Party may concede, settle or compromise any Claim without the consent of the other party, which consents will not be unreasonably withheld or delayed. Notwithstanding the foregoing, if (i) a Claim seeks equitable relief or (ii) the subject matter of a Claim relates to the ongoing business of any of the Indemnified Parties, which Claim, if decided against any of the Indemnified Parties, would materially adversely affect the ongoing business or reputation of any of the Indemnified Parties, then, in each such case, the Indemnified Parties alone shall be entitled to contest, defend and settle such Claim in the first instance and, if the Indemnified Parties do not contest, defend or settle such Claim, the Indemnifying Party shall then have the right to contest and defend (but not settle) such Claim.

                      (b) In the event any Indemnified Party should have a claim for indemnification against any Indemnifying Party (whether such claim does not involve a Claim or involves a settled or resolved Claim which the Indemnifying Party has not defended for any reason, or a Claim from which an Indemnified Party has suffered Losses by reason of the Indemnifying Party’s failure to adequately represent a Indemnified Party’s interests or otherwise to indemnify the Indemnified Party), the Indemnified Party shall deliver a notice of such claim to the Indemnifying Party, setting forth in reasonable detail the identity, nature and estimated amount of Losses (if reasonably determinable) related to such claim or claims, with reasonable promptness and in all events prior to the expiration of the Indemnifying Party’s indemnification obligation hereunder. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such notice or fails to notify the Indemnified Party within 20 days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the claim described in such notice, the Loss in the amount specified in the Indemnified Party’s notice will be conclusively deemed a Liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its Liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute for a period of at least 30 days before submission of such claim to a court pursuant to Article XI.

                      (a) After the Initial Closing, the rights set forth in this Article IX shall be each party’s sole and exclusive remedies against the other parties hereto for breaches of or inaccuracies in representations and warranties or breaches of covenants contained in this Agreement and the Related Documents. Notwithstanding the foregoing, nothing herein shall (i) prevent any Indemnified Party from bringing an action based upon allegations of fraud with respect to any party in connection with this Agreement and the Related Documents or (ii) prohibit any party from seeking specific performance or injunctive relief against any other party of any covenant hereunder. In the event an action based upon allegations of fraud with respect to any party in connection with this Agreement and the Related Documents is brought, the prevailing party’s attorneys’ fees and costs shall be paid by the nonprevailing party.

                      (b) Any indemnification payable under this Article IX shall be, to the extent permitted by law, an adjustment to the Purchase Price.

                      (c) Seller will indemnify in full, defend and hold harmless Buyer Indemnified Parties against any Losses pursuant to Section 9.02(a) only if the aggregate amount of all Losses for which the Buyer Indemnified Parties would be entitled to indemnification under Section 9.02(a) exceeds $37,500 (the “Basket”), in which case Seller shall be liable to the Buyer Indemnified Parties hereby for the aggregate amount of all such Losses (and not just the Losses in excess of the Basket); provided, however, that the limitations set forth in this Section 9.05(c) shall not apply to (i) breaches of the representations and warranties contained in Sections 4.01 (Incorporation; Power and Authority), 4.02 (Execution, Delivery; Valid and Binding Agreement), 4.08 (Title to Assets) or (ii) Losses by reason of any claims brought on the basis of fraud or willful misconduct.

                      (d) Buyer will indemnify in full, defend and hold harmless Seller Indemnified Parties against any Losses pursuant to Section 9.03(a) only if the aggregate amount of all Losses for which the Seller Indemnified Parties would be entitled to indemnification under Section 9.03(a) exceeds the Basket, in which case Buyer shall be liable to the Seller Indemnified Parties hereby for the aggregate amount of all such Losses (and not just the Losses in excess of the Basket); provided, however, that the limitations set forth in this Section 9.05(d) shall not apply to Losses by reason of any claims brought on the basis of fraud or willful misconduct.

                      (e) Notwithstanding anything to the contrary contained herein, no Indemnifying Party shall be liable to or otherwise responsible to any Indemnified Party for punitive damages that arise out of or relate to this Agreement or the performance or breach thereof or any Liability excluded or assumed hereunder; provided, however, that the exclusion of punitive damages shall not apply to the extent that such damages are found by a court of competent jurisdiction to be liabilities of such Indemnified Party pursuant to any Claim which results in a Loss to such Indemnified Party.

Notices to Buyer:

with a copy to:

Vascular Solutions, Inc.

▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: Chief Executive Officer

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.

Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Notices to Seller:

with a copy to:

Escalon Medical Corp.

▇▇▇▇▇ ▇▇▇▇▇▇, LLP

▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇. ▇▇▇

▇▇ ▇▇▇▇▇ ▇▇^▇▇ ▇▇▇▇▇▇

▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: Chief Executive Officer

Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.

Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇

Facsimile: ▇▇▇ ▇▇▇-▇▇▇▇

VASCULAR SOLUTIONS, INC.

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

By: ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer

ESCALON VASCULAR ACCESS, INC.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.

By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Esquire

   Its: VP & General Counsel