Exhibit 2.1

Execution Copy

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.

Dated as of February 22, 2007

LINDE GAS INC.

▇▇▇▇▇ ▇▇

IKARIA HOLDINGS, INC.

IKARIA ACQUISITION INC.

IKARIA, INC.

SALE AND PURCHASE AGREEMENT

for the purchase and sale of 100% of the outstanding
limited liability company membership interests of

INO THERAPEUTICS LLC

CONTENTS

I

II

SCHEDULES

Company Disclosure Schedule

Holdco/Ikaria Disclosure Schedule

EXHIBITS

III

IV

Execution Copy

SALE AND PURCHASE AGREEMENT

This SALE AND PURCHASE AGREEMENT (this Agreement), dated as of February 22, 2007, by and among LINDE GAS INC., a Delaware corporation (Seller); ▇▇▇▇▇ ▇▇, a German Aktiengesellschaft (Seller Guarantor); IKARIA HOLDINGS, INC., a Delaware corporation (Holdco); IKARIA ACQUISITION INC., a Delaware corporation and a wholly-owned Subsidiary of Holdco (Purchaser); and IKARIA, INC., a Delaware corporation (Ikaria).

W I T N E S S E T H

WHEREAS, Seller owns all of the issued and outstanding limited liability company membership interests (the Interests) of INO Therapeutics LLC, a Delaware limited liability company (the Company);

WHEREAS, AGA (or an Affiliate of AGA) is the owner of the AGA IP Transferred Rights used by the Company in connection with its business;

WHEREAS, Purchaser desires to (a) purchase the Interests from Seller and (b) have the Company acquire the AGA IP Transferred Rights from AGA (or an Affiliate of AGA) immediately following the transactions contemplated by Section 2.1(a)(i), and (i) Seller desires to sell the Interests to Purchaser and (ii) AGA (or an Affiliate of AGA at the direction of AGA) desires to transfer the AGA IP Transferred Rights to the Company immediately following the transactions contemplated by Section 2.1(a)(i), in consideration of the Cash Purchase Price and the Holdco Shares, upon the terms and subject to the conditions set forth in this Agreement (and, with respect to the AGA IP Transferred Rights, the terms and conditions of the IP Transfer Agreements); and

WHEREAS, immediately prior to the Closing, Holdco will acquire all the equity interests of Ikaria pursuant to and in accordance with the Ikaria Merger Agreement.

NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the Parties hereby agree as follows:

1.             DEFINITIONS AND INTERPRETATION

1.1                               Definitions

As used herein, the following terms have the following meanings:

Accounting Firm means Pricewaterhouse Coopers LLP or, if such firm is unable or unwilling to so act, such other internationally-recognized firm of independent public accountants as shall be agreed upon in writing by Purchaser and Seller.

Acquisition has the meaning set forth in Section 2.1(a) of this Agreement.

Affiliate means, with respect to any Person, any other Person that controls, is controlled by or is under common control with such first Person (and for this purpose, the term control means the power to direct the management and policies of such Person (directly or indirectly), whether through ownership of voting securities, by Contract or otherwise (and the terms controlling and controlled have meanings correlative to the foregoing)).

AGA means AGA AB, a Swedish aktiebolag and a wholly-owned Subsidiary of Seller Guarantor.

AGA Contracts Assignment Agreements means those certain assignment agreements, by and between AGA and the Company, in the forms attached hereto as Exhibit 1.1(a).

AGA IP Transferred Rights means the rights and obligations (including rights under Contracts) and other assets and properties relating to Intellectual Property to be transferred by AGA (or by an Affiliate of AGA at the direction of AGA) to the Company pursuant to the IP Transfer Agreements.

Agreement has the meaning set forth in the Preamble.

Allegheny New Mountain Partners means Allegheny New Mountain Partners, L.P., a Delaware limited partnership.

Ancillary Agreements means those agreements, instruments, certificates and other documents (a) executed and delivered in connection with this Agreement and (b) to be executed and delivered in connection with the consummation of the transactions contemplated by this Agreement and the agreements, instruments, certificates and other documents contemplated by clause (a), in each case, listed on Exhibit A hereto; provided that five (5) Business Days prior to Closing, either (i) the MGH Assignment Agreement and the MGH Sub-License Agreement or (ii) the MGH Partial Assignment Agreement, shall be deemed removed from Exhibit A, as determined in accordance with Section 7.6(d).

Applicable Competition Laws has the meaning set forth in Section 7.6(b).

Applicable Law means any applicable U.S. or foreign federal, state or local statute, law, ordinance, regulation, rule, code, order (whether executive, legislative, judicial or otherwise), judgment, injunction, notice, decree or other requirement or rule of law or legal process (including common law), or any other order of, or agreement issued, promulgated or entered into by, any Governmental Entity.

ARCH Venture means ARCH Venture Fund VI, L.P., a Delaware limited partnership.

Benefit Plans has the meaning set forth in Section 4.14(a) of this Agreement.

Black Point means Black Point Group, LP, a Delaware limited partnership.

Business Day means any day on which banks are not required or authorized by Applicable Law to close in the State of New York.

Cash means, in relation to the Company, the aggregate of its cash (whether in hand or credited to any account in its name with any banking, financial, acceptance, credit, lending or other similar institution or organization) and its cash equivalents (which shall include, for the avoidance of doubt, cash and cash equivalents resulting from the settlement of any Intra-Group Debt Receivables), as of the close of business on the day immediately preceding the Closing Date, calculated in accordance with GAAP.  For illustrative purposes, Cash as of December 31, 2004, 2005 and 2006 is set forth on Exhibit B hereto.

Cash Purchase Price has the meaning set forth in Section 2.1(b)(ii) of this Agreement.

Clinical Trials has the meaning set forth in Section 4.21(h) of this Agreement.

Closing has the meaning set forth in Section 2.2 of this Agreement.

Closing Date has the meaning set forth in Section 2.2 of this Agreement.

Code means the U.S. Internal Revenue Code of 1986, as amended.

Commercial Agreement means that certain commercial agreement, by and among AGA, the Company and Holdco, in the form attached hereto as Exhibit 1.1(b).

Commercial and IP Agreements means the Commercial Agreement, the Existing ROW Amendment Agreement, the IP Transfer Agreements, the Patent and Know-how License, the Trademark Co-existence Agreement and the Viasys Side Letter.

Company has the meaning set forth in the Recitals.

Company Balance Sheet has the meaning set forth in Section 4.4(a) of this Agreement.

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Company Benefit Plan has the meaning set forth in Section 4.14(a) of this Agreement.

Company Contracts has the meaning set forth in Section 4.8(a) of this Agreement.

Company Disclosure Schedule means that certain disclosure schedule delivered to Purchaser concurrently herewith and identified as the “Company Disclosure Schedule.”

Company Employee has the meaning set forth in Section 7.8(a) of this Agreement.

Company Employee Amounts means the aggregate amount of:

(i)                                     any incentive payments made or to be made by the Company to Company Employees in connection with the Acquisition;

(ii)                                  any payments made or to be made by the Company pursuant to the Company’s Long Term Incentive Plan on the Closing Date or within 180 days thereafter; and

(iii)                               any payments of annual incentive bonuses and commissions made or to be made to Company Employees with respect to performance in 2006;

provided that if (A) Holdco, Purchaser, Ikaria, any Investor or any of their Affiliates takes any action (or intentionally fails to take any action) following the Closing which (1) causes the Company Employee Amounts to be greater than the Scheduled Company Employee Amounts (including by virtue of any amendment or modification to any Contract or employee benefit plan referenced in the foregoing clause (ii) or (iii), but excluding actions required to be taken by an such Person pursuant to this Agreement or the Ancillary Agreements), or (2) in the case of clause (ii), causes an amount scheduled to be paid more than 180 days after the Closing Date to be paid or required to be paid within 180 days after the Closing Date, then neither such increased amount (in the case of clause (1)) nor such amount paid or required to be paid within 180 days after the Closing Date (in the case of clause (2)) shall be considered a Company Employee Amount hereunder (nor shall the exclusion of any such amount from such definition affect which Person is responsible for payment thereof, it being agreed that neither Seller, the Seller Guarantor nor any other member of Seller’s Group shall be responsible for any such amount)) and (B) to the extent that the Company has made any payment contemplated by clauses (i), (ii) or (iii) with amounts that would otherwise be Cash hereunder, no such amounts shall be considered part of the Company Employee Amount for the purposes of this Agreement.

Company Financial Statements has the meaning set forth in Section 4.4(a) of this Agreement.

Company Intellectual Property has the meaning set forth in Section 4.7(a) of this Agreement.

Company IP License Agreement has the meaning set forth in Section 4.7(c) of this Agreement.

Company Licensed-In Intellectual Property has the meaning set forth in Section 4.7(a) of this Agreement.

Company Permits has the meaning set forth in Section 4.10(a) of this Agreement.

Competitive Activities Binding Seller has the meaning set forth in Section 7.18(a) of this Agreement.

Competitive Activities Binding INO has the meaning set forth in Section 7.18(b) of this Agreement.

Confidentiality Agreement has the meaning set forth in Section 7.5(a) of this Agreement.

Contract means any written or legally binding oral contract, agreement, instrument, lease, license, indenture or promissory note.

Covox has the meaning set forth in the Commercial Agreement.

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Current Assets means the current assets of the Company (other than any Intra-Group Debt Receivables and Cash) as of the close of business on the day immediately preceding the Closing Date, calculated in accordance with GAAP on a basis consistent with the Company Balance Sheet (provided that the Company Balance Sheet shall take precedence over GAAP if the Company Balance Sheet was not prepared in accordance with GAAP), subject only to adjustment in accordance with Exhibit B, which Exhibit B sets forth, for illustrative purposes, Current Assets as of December 31, 2004, 2005 and 2006.  In determining Current Assets and Current Liabilities, no reserves, liabilities or similar items that were reflected on the Company Balance Sheet shall be reversed (or reallocated to cover any other reserve, liability or similar items required to be provided by GAAP) to determine Current Assets or Current Liabilities (other than reversal of a reserve for a specific liability because it was fully satisfied prior to the Closing).

Current Liabilities means the current liabilities of the Company (other than any Intra-Group Debt Payables) as of the close of business on the day immediately preceding the Closing Date, calculated in accordance with GAAP on a basis consistent with the Company Balance Sheet (provided that the Company Balance Sheet shall take precedence over GAAP if the Company Balance Sheet was not prepared in accordance with GAAP), subject only to adjustment in accordance with Exhibit B, which Exhibit B sets forth, for illustrative purposes, Current Liabilities as of December 31, 2004, 2005 and 2006; provided that Current Liabilities shall not include the Company Employee Amounts or any amounts which Seller or its Affiliates are assuming pursuant to the first sentence of Section 7.8(a).

Delaware Limited Liability Company Act means the Delaware Limited Liability Company Act, 6 Del.C. §18-101 et seq. (as in effect from time to time).

Debt Commitment Letters has the meaning set forth in Section 5.8 of this Agreement.

Debt Financing has the meaning set forth in Section 7.17 of this Agreement.

Discrepancy Amount means the amount of any sales credit granted to a customer of the Company relating to billing disputes in connection with meter discrepancies, other than those sales credits granted in the Company’s normal (ELP) sales credit process (which ELP sales credits consist of those granted as a result of the 4-day cap on pricing in the Company’s customer Contracts), where such credit relates to services invoiced by the Company prior to Closing and is granted to such customer after the Closing.  For illustrative purposes, Exhibit 1.1(c) sets forth the calculation of the aggregate Discrepancy Amounts assuming a Closing Date of December 31, 2005.

DGCL means the General Corporation Law of the State of Delaware.

Effect has the meaning set forth in the definition of Material Adverse Effect.

Enforceability Exceptions has the meaning set forth in Section 3.2 of this Agreement.

Environmental Law means any Applicable Law relating to pollution, contamination, protection of the environment or natural resources, employee health or safety, or the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, release or threatened release of Hazardous Substances.

Equity Financing Agreement has the meaning set forth in Section 5.8 of this Agreement.

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

ERISA Affiliate means any Person that has ever been considered a single employer with the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code.

Estimated Cash Purchase Price has the meaning set forth in Section 2.1(c) of this Agreement.

Existing ROW Amendment Agreement means that certain amendment agreement, by and among the Company, AGA S.A. (an Argentinean corporation), BOC Limited (an Australian corporation), AGA S.A. (a Chilean corporation), AGA FANO, Fabrica Nacional De Oxígeno S.A. (a Colombian corporation) and AGA S.A. (a Uruguayan corporation), in the form attached hereto as Exhibit 1.1(d).

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External Debt means the aggregate of the Financial Debt owed by the Company immediately prior to the Closing (together with accrued interest, fees, and, to the extent such Financial Debt is discharged as of the Closing, any other amounts necessary to discharge such Financial Debt in full as of the Closing), as such amount is finally determined in accordance with Section 2.4; provided that (i) External Debt shall not include any Intra-Group Debt Payables (and any interest thereon) and (ii) no items categorized as External Debt shall be treated as a liability in Working Capital.  For illustrative purposes, External Debt as of December 31, 2004, 2005 and 2006 is set forth on Exhibit B hereto.

FDA means the United States Food and Drug Administration (in respect of the Company’s activities in the United States) and any other equivalent Governmental Entity in Canada (in respect of the Company’s activities in Canada).

FDA Law means any Applicable Law promulgated as a federal law as of the date hereof by a United States Governmental Entity (in respect of the Company’s activities in the United States) or Canadian Governmental Entity (in respect of the Company’s activities in Canada) and regulating any FDA Regulated Product (including the United States Federal Food, Drug, and Cosmetic Act, 21 U.S.C. §§ 301 et seq., the United States FDA Modernization Act of 1997, Stand Alone Provisions, Pub. L. No. 105-115, 111 Stat. 2295 (1997), the United States Public Health Service Act, 42 U.S.C. § 201 et seq.), and all regulations promulgated under such statutes, but excluding (i) any Applicable Law adopted by any countries, international bodies and jurisdictions other than the United States of America and Canada and (ii) any non-federal Applicable Law promulgated by a Governmental Entity in the United States or Canada.

FDA Regulated Product means any drug, medical device or combination product produced, sold, distributed or marketed by the Company as of the date of this Agreement, that is or is required to be cleared or approved (including approval for research, investigation or clinical use) by the FDA, and that is studied, used, held or offered for sale for human use, including for human research or investigation or clinical use (provided that the term FDA Regulated Product shall not include INFASURF, which was marketed by the Company pursuant to the co-promotion agreement by and between Forest Laboratories, Inc. and the Company.

FDA Regulated Ikaria Product means any drug, medical device or combination product produced or undergoing pre-clinical development by Ikaria as of the date of this Agreement that is or is required to be cleared or approved (including approval for research, investigation or clinical use) by the FDA, and that is studied, used, or held for potential human research or investigation or clinical use.

Finally Determined Cash Purchase Price has the meaning set forth in Section 2.4(c) of this Agreement.

Financial Debt means (a) all indebtedness of the Company for borrowed money, (b) all obligations of the Company to pay the deferred and unpaid purchase price of property, equipment and services that have been delivered to the Company (other than trade payables incurred in the ordinary course of business that are payable within 120 days), (c) all capital leases of the Company classified as such on the Company Balance Sheet and similar capital leases of the Company entered into since the date of the Company Balance Sheet, (d) all reimbursement or similar obligations of the Company in respect of letters of credit, bank guarantees or similar obligations, (e) all payment obligations of the Company under any swap, futures, forward contracts, ▇▇▇▇▇▇ or any other similar risk management arrangement, but only to the extent of the market value thereof as of the date of measurement and (f) all Financial Debt of another Person referred to in clauses (a) through (e) above guaranteed, directly or indirectly, jointly or severally, in any manner by the Company (other than with respect to Financial Debt otherwise included in clauses (a) through (e) above).

5AM Ventures means 5AM Ventures II, L.P., a Delaware limited partnership.

GAAP means generally accepted accounting principles of the United States.

Global IP Assignment means that certain assignment agreement, by and between AGA and the Company, in the form attached hereto as Exhibit 1.1(e).

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Governmental Entity means any United States or foreign federal, state, county, local, municipal or other governmental, regulatory or administrative authority, agency, commission or other instrumentality, any court, tribunal or arbitral body with competent jurisdiction.

Governing Documents means the charter, organizational and other documents by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs, and shall include: (a) in respect of a corporation, its certificate or articles of incorporation or association and/or its by-laws; (b) in respect of a partnership, its certificate of partnership and its partnership agreement; and (c) in respect of a limited liability company, its certificate of formation and operating or limited liability company agreement.

Hazardous Substances means any pollutants, contaminants, toxic or hazardous or extremely hazardous substances, materials, wastes, gases, constituents, compounds, chemicals (including petroleum or any by-products thereof, any form of natural gas, lead, asbestos and asbestos-containing materials, polychlorinated biphenyls (PCBs) and PCB-containing equipment), that is regulated by a Governmental Entity under Environmental Law.

Holdco has the meaning set forth in the Preamble.

Holdco/Ikaria Disclosure Schedule means that certain disclosure schedule delivered to Seller concurrently herewith and identified as the “Holdco/Ikaria Disclosure Schedule.”

Holdco Shares means (a) that number of shares of Series B Preferred Stock as is equal to: (i) 20.68% of the total amount of Series B Preferred Stock and (ii) 17.00% of the total amount of all capital stock of Holdco, in each case of (i) and (ii), issued and outstanding immediately following the Closing after giving effect to the transactions contemplated by this Agreement and the Ancillary Agreements (including giving effect to the issuances of capital stock of Holdco pursuant to the Ikaria Merger Agreement and the Series B Purchase Agreement, and the agreements, instruments and documents entered into in connection therewith), and, in the case of clause (ii), after taking into account the total amount of all shares of capital stock of Holdco underlying all securities issued and outstanding immediately following the Closing that are convertible into, or exercisable or exchangeable for, such shares of capital stock of Holdco (including shares of capital stock of Holdco underlying options that will be granted under Holdco’s 2007 Stock Option Plan in connection with the Ikaria Merger in exchange for options to acquire Ikaria capital stock, but not including any other shares of the capital stock of Holdco underlying securities to be issued pursuant to Holdco’s 2007 Stock Option Plan) and (b) 100 shares of Series C-4 Preferred Stock, par value $0.01 per share, of Holdco.  For illustrative purposes, Part II of Exhibit B hereto sets forth the capitalization of Holdco based on the capitalization of Ikaria as of the date indicated thereon.

Holdco’s 2007 Stock Option Plan means the stock option plan to be adopted by Holdco prior to the Closing, which plan shall initially reserve for issuance a total number of shares of Holdco common stock equal to the sum of (i) the total number of shares of the capital stock of Holdco underlying the Holdco options to be granted under Holdco’s 2007 Stock Option Plan in exchange for Ikaria stock options pursuant to the Ikaria Merger Agreement plus (ii) the number of shares of Holdco capital stock equal to seven percent (7%) of the total number of shares of Holdco capital stock outstanding immediately following the Closing (assuming conversion, exercise or exchange of all convertible securities that are outstanding immediately following the Closing, including the options referred to in clause (i)).

HSR Act means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended.

Ikaria has the meaning set forth in the Preamble.

Ikaria Audited Financial Statements has the meaning set forth in Section 6.4(a) of this Agreement.

Ikaria Balance Sheet has the meaning set forth in Section 6.4(a) of this Agreement.

Ikaria Benefit Plan means each Pension Plan, Welfare Plan and each other material plan, program, arrangement and agreement relating to compensation or employee benefits, in each case maintained or contributed to, or required to be maintained or contributed to, by Ikaria for the benefit of any present or former officers, employees, agents, directors, consultants or independent contractors of Ikaria.

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Ikaria Certificate of Merger means the certificate of merger to be filed with the Delaware Secretary of State in connection with the Ikaria Merger, in the form attached as an exhibit to the Ikaria Merger Agreement.

Ikaria Confidentiality Agreement has the meaning set forth in Section 7.5(b) of this Agreement.

Ikaria Contracts has the meaning set forth in Section 6.8(a) of this Agreement.

Ikaria Financial Statements has the meaning set forth in Section 6.4(a) of this Agreement.

Ikaria Intellectual Property has the meaning set forth in Section 6.7(a) of this Agreement.

Ikaria IP License Agreement has the meaning set forth in Section 6.7(c) of this Agreement.

Ikaria Leased Real Property has the meaning set forth in Section 6.6 of this Agreement.

Ikaria Licensed-In Intellectual Property has the meaning set forth in Section 6.7(a) of this Agreement.

Ikaria Merger means the merger of Ikaria Merger Sub, Inc. with and into Ikaria, with Ikaria being the surviving corporation, upon the terms and subject to the conditions of the Ikaria Merger Agreement and in accordance with the DGCL.

Ikaria Merger Agreement means the agreement and plan of merger by and among Holdco, Ikaria and Ikaria Merger Sub, Inc., executed as of the date hereof, an executed copy of which has been provided to Seller.

Ikaria Permits has the meaning set forth in Section 6.9(a) of this Agreement.

Ikaria Permitted Liens has the meaning set forth in Section 6.5 of this Agreement.

Ikaria Product Permits has the meaning set forth in Section 6.9(b) of this Agreement.

Ikaria Unaudited Financial Statements has the meaning set forth in Section 6.4(a) of this Agreement.

Indemnified Person means a Purchaser Indemnitee or a Seller Indemnitee, insofar as such Person is being indemnified hereunder.

Indemnifying Person means Seller, insofar as it is indemnifying a Purchaser Indemnitee hereunder, or Purchaser, insofar as it is indemnifying a Seller Indemnitee hereunder.

INOvent has the meaning set forth in the Commercial Agreement.

Interests has the meaning set forth in the Recitals.

Intellectual Property means all intellectual property anywhere in the world, including but not limited to: patents, design rights, trademarks (whether or not registered), service marks (whether or not registered), trade names, trade dress, internet domain names, corporate names, copyrights and any renewal rights therefor; proprietary rights in copyrighted works; registrations thereof and applications therefor; derivatives, continuations, continuations-in-part, extensions, reissues and renewals thereof; inventions (whether or not patentable), trade secrets and know-how; and any other rights in computer software (in any form, including source code and object code), data, firmware, mask works, discoveries, processes, flow charts, databases, technical documentation of programs and databases, utility models, projections, analyses, and market studies; all common law, statutory, treaty and convention rights with respect to any thereof; all property rights, moral rights, ownership and other rights in any thereof; and all worldwide forms of protection and rights in, to and under all of the foregoing.

Intra-Group Debt means Intra-Group Debt Payables and Intra-Group Debt Receivables.

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Intra-Group Debt Payables means any amounts owed immediately prior to the Closing by the Company to any member of Seller’s Group (other than amounts so owed immediately prior to the Closing by the Company to any member of Seller’s Group in respect of trade payables (which term shall include trade payables, advance payments received for customer orders, lease liabilities and sundry liabilities)).

Intra-Group Debt Receivables means any amounts owed immediately prior to the Closing to the Company by any member of Seller’s Group (other than amounts so owed immediately prior to the Closing to the Company by any member of Seller’s Group in respect of trade receivables (which term shall include trade receivables, payments in advance, lease receivables and other receivables / assets)).

Investors means New Mountain Partners, New Mountain Affiliated Investors, Allegheny New Mountain Partners, ARCH Venture, Venrock Partners, Venrock Associates, Venrock Entrepreneurs, 5AM Ventures and Black Point.

Investor Expenses means [**]% of the amount of fees, costs and expenses incurred by the Investors, and payable to Persons other than the Investors and their Affiliates, in connection with the negotiation, execution and delivery of this Agreement and the Ancillary Agreements (including the Series B Purchase Agreement and the Ikaria Merger Agreement), and the financing documents entered into in connection with the Acquisition and the Ikaria Merger and the transactions contemplated thereby, whether pursuant to the debt instruments entered into pursuant to the Debt Commitment Letters, the Equity Financing Agreement or otherwise, and the consummation of the transactions contemplated hereby and thereby, to the extent the aggregate amount of such fees, costs and expenses paid or to be paid by Holdco or any Subsidiary of Holdco exceeds $[**].

Investor Stockholders Agreement means the Investor Stockholders Agreement, by and among Seller, the Investors, Holdco and the other holders of preferred stock of Holdco named therein, in the form attached hereto as Exhibit 1.1(f).

IP Transfer Agreements means:

(a)           the Global IP Assignment;

(b)           the AGA Contracts Assignment Agreements; and

(c)           either (i) the MGH Assignment Agreement and the MGH Sub-License Agreement; or (ii) in the event that the MGH Sub-License Agreement has not been executed by MGH by the date five (5) Business Days prior to Closing in accordance with Section 7.6(d) of this Agreement, the MGH Partial Assignment Agreement.

Judgment means any judgment, order or decree of any Governmental Entity.

Knowledge of a Person means that any officer, director or employee of such Person is actually aware of a fact or other matter; provided that (a) the term Knowledge of Seller shall mean that any of the following individuals is actually aware of a fact or other matter:  Lars Kallsater, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, and, solely to the extent that the fact or other matter relates to the Company’s human resources facts or matters, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and (b) the term Knowledge of Ikaria shall mean that any of the following individuals is actually aware of a fact or other matter:  ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

Last Regular Day has the meaning set forth in Section 2.2(b) of the Agreement.

Leased Property has the meaning set forth in Section 4.6 of this Agreement.

Lien has the meaning set forth in Section 3.5 of this Agreement.

Linde Benefit Plans has the meaning set forth in Section 4.14(a) of this Agreement.

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Linde Territories has the meaning set forth in the Commercial Agreement.

Liquidated Damages has the meaning set forth in Section 9.3(a) of this Agreement.

Losses has the meaning set forth in Section 10.1(a) of this Agreement.

Material Adverse Effect means with respect to a Person, a change or effect on the business of such Person that, or state of facts, circumstance, development or occurrence (any such item, an Effect) that, is materially adverse to the business, operations, assets, liabilities, condition (financial or otherwise) or results of operations of such Person; provided that the term Material Adverse Effect shall not include any Effect to the extent resulting from: (i) a change in Applicable Law or GAAP (or the interpretation thereof) that occurs after the date hereof or (ii) any change, occurrence, development, event, series of events or circumstances:  (A) affecting the industries in which such Person operates, (B) affecting the general economy of any nation or region in which such Person operates, (C) affecting national or international political conditions, including the engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack or (D) arising from the execution of or performance under this Agreement or the announcement of the Acquisition (including:  (1) cancellations in customer orders or the other loss of customers, (2) reduction in sales or revenue, (3) disruption in suppliers, distributors, partners or similar relationships, (4) the loss of employees and (5) any litigation brought in connection with the Acquisition), except, in the case of clauses (A), (B) and (C), if such Effect materially and disproportionately affects such Person, as compared to the other Persons operating in such industries, nations or regions, respectively; and (iii) any change, occurrence, development, event, series of events or circumstances resulting from compliance with the terms of, or the taking of any action required or permitted by, this Agreement.

MGH means The General Hospital Corporation, a not-for-profit corporation doing business as Massachusetts General Hospital, having a place of business at ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

MGH Assignment Agreement means that certain assignment agreement, by and between AGA and the Company, in the form attached hereto as Exhibit 1.1(f-l).

MGH Partial Assignment Agreement means that certain partial assignment agreement, by and between AGA and the Company, in the form attached hereto as Exhibit 1.1(g).

MGH Sub-License Agreement means that certain sub-license agreement, by and between AGA, the Company and MGH, in the form attached hereto as Exhibit 1.1(g-l).

Minimum Amount has the meaning set forth in Section 10.1(c)(i) of this Agreement.

New Mountain Partners means New Mountain Partners II, L.P., a Delaware limited partnership.

New Mountain Affiliated Investors means New Mountain Affiliated Investors II L.P., a Delaware limited partnership.

NMC Side Letter means the NMC Side letter, dated as of the date hereof, from New Mountain Partners, New Mountain Affiliated Investors and Allegheny New Mountain Partners addressed to Seller.

NO means nitric oxide.

Notice of Disagreement has the meaning set forth in Section 2.4(b) of this Agreement.

Owned Property has the meaning set forth in Section 4.6 of this Agreement.

Party means a party to this Agreement.

Patent and Know-how License means that certain patent and know-how license, by and between AGA and the Company, in the form attached hereto as Exhibit 1.1(h).

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PBGC means the Pension Benefit Guaranty Corporation.

Pension Plan means an “employee pension benefit plan” (as defined in Section 3(2) of ERISA).

Permitted Lien has the meaning set forth in Section 4.5 of this Agreement.

Person means any individual or any corporation, limited liability company, partnership, trust, association or other entity of any kind.

Preamble means the preamble to this Agreement.

Price Adjustments has the meaning set forth in Section 2.4(a) of this Agreement.

Proceeding means any suit, claim, investigation, arbitration, action or proceeding.

Product Permits has the meaning set forth in Section 4.10(b) of this Agreement.

Purchase Price has the meaning set forth in Section 2.1 of this Agreement (as modified by the final paragraph of Section 10.1(b) for the purposes of the limitations in Section 10.1(b)(i) and (iv)).

Purchaser has the meaning set forth in the Preamble.

Purchaser Guaranteed Obligations has the meaning set forth in Section 11.1 of this Agreement.

Purchaser Indemnitees means Purchaser, its Affiliates and each of its and their respective officers, directors, employees, stockholders, agents and representatives.

Purchaser Material Adverse Effect means a material adverse effect on the ability of Holdco or Purchaser to perform its obligations under this Agreement or any Ancillary Agreement to which it is specified to be a party, or to consummate the Acquisition and the other transactions contemplated hereby and thereby.

Recitals means the recitals to this Agreement.

Records has the meaning set forth in Section 7.12 of this Agreement.

Scheduled Company Employee Amounts has the meaning set forth in Section 7.8(a) of this Agreement.

Section 4.21 Third Person has the meaning set forth in Section 4.21(e) of this Agreement.

Section 6.19 Third Person has the meaning set forth in Section 6.19(e) of this Agreement.

Section 7.18 Business means the manufacture, promotion and sale of pharmaceutical products which are based on: (i) the use of NO for inhalation (provided that, for the avoidance of doubt, the term “use of NO” hereunder shall not include sales of NO for use as an input in pharmaceutical products that do not contain molecules of NO but may contain other molecules that include nitrogen and oxygen atoms), (ii) the anti-inflammatory properties of Carbon Monoxide as an inhalation gas or (iii) any other use of Carbon Monoxide that concerns, exclusively or predominantly, the Intellectual Property licensed under the (I) license agreement dated 1 September 2003 between The ▇▇▇▇ Israel Deaconess Medical Center, Inc., Yale University, ▇▇▇▇▇ ▇▇▇▇▇▇▇ University and University of Pittsburgh-of the Commonwealth System of Higher Education and AGA, which will be assigned by AGA to the Company under the relevant AGA Contracts Assignment Agreement; and/or (II) the license agreement between The Trustees of Columbia University in the City of New York and AGA dated December 18, 2002, which will be assigned by AGA to the Company under the relevant AGA Contracts Assignment Agreement.

Section 10.1 Documents has the meaning set forth in Section 10.1(c) of this Agreement.

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Section 10.2 Documents has the meaning set forth in Section 10.2(c) of this Agreement.

Securities Act has the meaning set forth in Section 4.20 of this Agreement.

Seller has the meaning set forth in the Preamble.

Seller Indemnitees means Seller, its Affiliates and each of its and their respective officers, directors, employees, stockholders, agents and representatives.

Seller’s Group means Seller and its Affiliates from time to time, other than the Company.

Seller Guaranteed Obligations has the meaning set forth in Section 11.2 of this Agreement.

Seller Guarantor has the meaning set forth in the Preamble.

Seller Material Adverse Effect means a material adverse effect on the ability of Seller, AGA or Seller Guarantor to perform its obligations under this Agreement or any Ancillary Agreement to which it is specified to be a party, or to consummate the Acquisition and the other transactions contemplated hereby and thereby.

Series B Preferred Stock means the Series B Convertible Preferred Stock, par value $0.01 per share, of Holdco.

Series B Purchase Agreement means the Preferred Stock Purchase Agreement, dated as of the date hereof, by and among New Mountain Partners, New Mountain Affiliated Investors, Allegheny New Mountain Partners, Ikaria, Holdco and the investing shareholders who are signatories thereto, pursuant to which Holdco will issue, and such other Persons will acquire and subscribe for, the Series B Preferred Stock to be issued on the Closing Date (other than the Series B Preferred Stock to be issued to Seller hereunder), an executed copy of which has been provided to Seller.

Stated Value of the Holdco Shares has the meaning set forth in Section 2.1(b)(i) of this Agreement.

Statement has the meaning set forth in Section 2.4(a) of this Agreement.

Subsidiary means, in respect of a Person, any other Person of which (a) more than fifty percent (50%) of the securities (or other equity interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization) is directly or indirectly owned by such first Person or (b) such first Person (or any other Subsidiary of such first Person) is a general partner.

Surviving Sections has the meaning set forth in Section 9.2 of this Agreement.

Target Working Capital means: (i) in the event that the Closing Date occurs during the month of March 2007, $33,700,000; (ii) in the event that the Closing Date occurs during the month of April 2007, $31,600,000; (iii) in the event that the Closing Date occurs during the month of May 2007, $30,800,000; and (iv) in the event that the Closing Date occurs during the month of June 2007 or later, $29,300,000.

Tax or Taxes shall mean all U.S. and foreign federal, state, county, local, municipal and other taxes, assessments, duties or similar charges, and including all interest, penalties and additions imposed with respect to such amounts, and all amounts payable pursuant to any agreement or arrangement with respect to Taxes and any liability for Taxes of another Person as a transferee or successor (including any liability of that other person pursuant to U.S. Treasury Regulation 1.1502-6 or any analogous provision of Applicable Law).

Taxing Authority means any Governmental Entity exercising tax regulatory authority.

Tax Liability Issue has the meaning set forth in Section 10.5(d) of this Agreement.

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Tax Proceeding has the meaning set forth in Section 10.5(e) of this Agreement.

Tax Return or Tax Returns means all returns, declarations of estimated tax payments, reports, estimates, information returns and statements, including any related or supporting information with respect to any of the foregoing, filed or to be filed with any Taxing Authority in connection with the determination, assessment, collection or administration of any Taxes.

Termination Fee Event has the meaning set forth in Section 9.3(a) of this Agreement.

Third Party Claim has the meaning set forth in Section 10.5(a) of this Agreement.

Trademark Co-existence Agreement means that certain trademark co-existence agreement, by and between the Company and AGA, in the form attached hereto as Exhibit 1.1(i).

Transfer Taxes means all sales, use, transfer, real property transfer, documentary, recording, stock transfer and similar Taxes (but not (a) any Taxes on income or gains or (b) any Taxes imposed on a Person (or its Affiliate or direct or indirect owner) by reason of such Person being resident in or otherwise having a taxable presence in a Taxing jurisdiction, such Taxes referred to in clauses (a) and (b), if any, to be paid and borne by such Person) and any deficiency, interest or penalty with respect thereto.

Transitional Services Agreement means that certain transitional services agreement, by and among the Company, Holdco and Seller and/or certain members of Seller’s Group, in a form to be agreed in good faith prior to the Closing, which agreement shall include the terms set forth on Exhibit 1.1(j).

Venrock Associates means Venrock Associates IV, L.P., a Delaware limited partnership.

Venrock Entrepreneurs means Venrock Entrepreneurs Fund IV, L.P., a Delaware limited partnership.

Venrock Partners means Venrock Partners, L.P., a Delaware limited partnership.

Viasys Side Letter means that certain side letter from AGA to the Company, in the form attached hereto as Exhibit 1.1(k).

Waiving Party has the meaning set forth in Section 8.5 of this Agreement.

Welfare Plan means an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA).

Working Capital means Current Assets minus Current Liabilities.

Working Capital Statement means a statement of Working Capital, calculated as if the day preceding the Closing Date was the Company’s normal year end; provided that a physical inventory shall not be required to be conducted in connection with the preparation of the Working Capital Statement.  For illustrative purposes, a Working Capital Statement as if the Closing had occurred on each of December 31, 2004, 2005 and 2006, is set forth on Exhibit B hereto.

1.2          In this Agreement:

(a)           the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)           any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)           the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)           the word “will” shall be construed to have the same meaning and effect as the word “shall”;

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(e)           any definition of or reference to any Contract or other record herein shall be construed as referring to such Contract or other record as from time to time amended, supplemented, restated or otherwise modified (subject to any applicable restrictions on such amendments, supplements or modifications);

(f)            any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns;

(g)           the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)           all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement;

(i)            the headings, captions and defined terms used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement;

(j)            the inclusion of any fact or item referenced in one Section or sub-Section of the Company Disclosure Schedule or the Holdco/Ikaria Disclosure Schedule shall be considered disclosed in each and every other Section or sub-Section of the Company Disclosure Schedule or the Holdco/Ikaria Disclosure Schedule, as the case may be, (whether or not an explicit cross-reference appears) if the applicability of such matter to the other Section or sub-Section is reasonably apparent on the face of the Company Disclosure Schedule or the Holdco/Ikaria Disclosure Schedule, as the case may be, except for the representations and warranties in (i) Sections 3.5 and 4.2, each of which shall be qualified only to the extent set forth in Sections 3.5 and 4.2, respectively, of the Company Disclosure Schedule, and (ii) Section 5.5 and the first two sentences of Section 5.9, each of which shall be qualified only to the extent set forth in Sections 5.5 and 5.9, respectively, of the Holdco/Ikaria Disclosure Schedule; each of the Company Disclosure Schedule or the Holdco/Ikaria Disclosure Schedule is hereby incorporated by reference into this Agreement;

(k)           if any period referred to herein expires on a day which is not a Business Day or any event or condition is required by the terms of this Agreement to occur or be fulfilled on a day which is not a Business Day, such period shall expire or such event or condition shall occur or be fulfilled, as the case may be, on the next succeeding Business Day; and

(l)            in order to avoid duplication of amounts, amounts included as components of any of External Debt, Working Capital or Company Employee Amounts hereunder shall be included as components of only one such defined term and not of multiple defined terms hereunder.

2.             PURCHASE AND SALE OF INTERESTS; CLOSING

2.1          Purchase and Sale of the Interests

(a)           On the terms and subject to the conditions of this Agreement (and in respect of (iii) below, the IP Transfer Agreements), at the Closing:  (i) Seller shall sell, assign, transfer, convey and deliver the Interests to Purchaser, and Purchaser shall purchase, acquire and accept the Interests from Seller and (ii) AGA (or an Affiliate of AGA at the direction of AGA) shall, pursuant to the IP Transfer Agreements, transfer the AGA IP Transferred Rights to the Company.  The purchase and sale of the Interests and transfer of the AGA IP Transferred Rights pursuant to the IP Transfer Agreements in consideration of the Cash Purchase Price and the Holdco Shares is referred to in this Agreement as the Acquisition.  The transactions contemplated by Section 2.1(a)(ii) shall occur immediately subsequent to, and be conditioned upon, the consummation of the transactions contemplated by Sections 2.1(a)(i).

(b)           The aggregate purchase price for the Interests and the AGA IP Transferred Rights shall be:

(i)            Holdco Shares to be transferred by Purchaser to Seller hereunder (it being agreed and understood that for purposes of the Acquisition, the Holdco Shares shall have a stated value equal to:  the sum

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of (A) the “Stated Value” (as defined in the Restated Certificate of Incorporation of Holdco) of each share of Series B Preferred Stock multiplied by the number of shares of Series B Preferred Stock included in the Holdco Shares, plus (B) $100 (the Stated Value of the Holdco Shares), with $100 of such amount related to the Series C-4 Convertible Preferred Stock, par value $0.01 per share of Holdco, referred to in clause (b) of the definition of Holdco Shares, and the balance related to the Series B Preferred Stock referred to in clause (a) of the definition of Holdco Shares); and

(ii)           $500,000,000, minus (A) External Debt, plus (B) the amount of the difference between Working Capital and Target Working Capital, if Working Capital is greater than the Target Working Capital (or minus the amount of such difference, if Working Capital is less than Target Working Capital), plus (C) the Investor Expenses and minus (D) the Company Employee Amounts (in each case in this clause (b)(ii), as such amounts or sums are finally determined in accordance with Section 2.4).  The amount calculated pursuant to this Section 2.1(b)(ii) is referred to herein as the Cash Purchase Price, and the Cash Purchase Price together with the Holdco Shares is referred to herein as the Purchase Price.  For illustrative purposes, a calculation of the Cash Purchase Price as of December 31, 2004, 2005 and 2006, is set forth on Exhibit B hereto.

(c)           At least five Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser, a statement containing Seller’s good faith estimate of the Cash Purchase Price (the Estimated Cash Purchase Price), with a calculation showing Seller’s estimate of each of the items set forth in Section 2.1(b)(ii)(A) through (D)).

(d)           The Parties agree that $[**] of the Cash Purchase Price shall be allocated to the AGA IP Transferred Rights, and the Parties agree that for all purposes following the Closing, including all Tax purposes, each Party shall report the Acquisition (and, to the extent applicable, the other transactions contemplated hereby and by the Ancillary Agreements (including the Series B Purchase Agreement and the Ikaria Merger Agreement), and the financing documents to be entered into in connection herewith and therewith) in a manner consistent with the terms of this Agreement, including the allocation contemplated by this Section 2.1(d) and Section 7.10, and no Party will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation or otherwise, except as may be required by any Taxing Authority under Applicable Law.

(e)           Seller shall be entitled to all Cash (as finally determined in accordance with Section 2.4), and, on or prior to the day before the Closing Date, Seller shall be permitted to cause the Company to distribute all Cash to Seller or Seller may utilize all or any portion of the Cash (but not any cash or cash equivalent received by the Company after the close of business on the day preceding the Closing Date) to repay any External Debt; provided that in the event that the Seller shall have failed to cause the Company to so distribute such Cash or failed to utilize such Cash as provided herein, an amount equal to the amount of such Cash shall be the property of the Seller and shall be held by the Company for the benefit of the Seller, and the Company shall, and Holdco and the Purchaser shall cause the Company to, pay an amount equal to the amount of such Cash (together with any interest earned thereon from the Closing Date) to Seller as promptly as practicable (and in any event within 3 Business Days of demand).

2.2          Closing

The closing of the Acquisition (the Closing) shall take place at the offices of Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. on the later to occur of:

(a)           the fifth Business Day following the satisfaction or, to the extent permitted, waiver (in writing by the Person entitled to the benefit thereof) of the conditions to the Closing set forth in Section 8 (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction of those conditions) or

(b)           the 60th calendar day following the date hereof (such 60th day, the Last Regular Day); provided that upon the written request of Purchaser to Seller that an extension is required in order to consummate the Debt

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Financing, the date of the Closing shall be extended beyond the Last Regular Day, for a period not to exceed 15 calendar days,

or at such other place, time and date as shall be agreed between Seller and Purchaser.  The date on which the Closing occurs is referred to in this Agreement as the Closing Date.

2.3          Transactions To Be Effected at the Closing

At the Closing:

(a)           Seller shall deliver to Purchaser:

(i)            the certificate representing the Interests, duly endorsed in blank or accompanied by interest powers duly endorsed in blank in proper form for transfer, with appropriate Transfer Tax stamps, if any, affixed thereto; and

(ii)           the deliverables contemplated by Section 8.2 (subject to the last sentence of Section 2.1(a) in respect of the timing of the transfer of the AGA IP Transferred Rights).

(b)           Purchaser shall deliver:

(i)            (A) to Seller, payment, by wire transfer to a bank account designated in writing by Seller (such designation to be made at least two Business Days prior to the Closing Date), of immediately available funds in an amount equal to the Estimated Cash Purchase Price less the amount allocated to the AGA IP Transferred Rights pursuant to the first sentence of Section 2.1(d), and (B) on behalf of the Company (as required in order to give effect to the timing contemplated by the final sentence of Section 2.1(a)), to AGA (or another entity designated by Seller Guarantor) payment, by wire transfer to a bank account designated in writing by Seller Guarantor (such designation to be made at least two Business Days prior to the Closing Date) of immediately available funds of the amount allocated to the AGA IP Transferred Rights pursuant to the first sentence of Section 2.1(d);

(ii)           to Seller, stock certificates in respect of the Holdco Shares in the name of Seller (or another Person which is a Subsidiary of Seller Guarantor designated by Seller to Purchaser in writing at least 2 Business Days prior to the Closing Date); and

(iii)          to Seller, the deliverables contemplated by Section 8.3.

2.4          Purchase Price Adjustment

(a)           For the purposes of finally determining External Debt, Working Capital, Investor Expenses (which shall be based on the certificate provided by Purchaser pursuant to Section 8.3(g)(v)) and the Company Employee Amounts (the Price Adjustments) and the purposes of finally determining Cash for purposes of Section 2.1(e), within [**] days after the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the Statement), setting forth Cash, External Debt, Working Capital, Investor Expenses and the Company Employee Amounts and accompanied by the Working Capital Statement (with references herein to the Statement deemed to include reference to the Working Capital Statement).  As reasonably requested by Seller, Purchaser shall cause the Company to assist Seller in the preparation of the Statement, and shall provide Seller access at all reasonable times to the personnel, properties, books and records of the Company for such purposes.  The Statement shall be delivered to Purchaser pursuant to the provisions of Section 12.3 of this Agreement and shall be accompanied by a certificate of Seller that it has complied with the provisions of this Agreement in preparing the Statement.

(b)           During the [**]-day period following Purchaser’s receipt of the Statement, Purchaser and its independent auditors (and Deloitte & Touche USA LLP) shall be permitted to review the work papers of Seller relating

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to the Statement (which shall include trial balances and other information as to any assumptions used in making any calculation therein, where such is not apparent on its face); provided that (i) neither Purchaser nor any such independent auditors shall be permitted to review or have access to any documents, the disclosure of which would: (A) violate Applicable Law, (B) result in a breach of attorney-client, work product or similar privilege of any member of Seller’s Group or (C) violate any applicable confidentiality or nondisclosure agreement (or any other agreement with similar restrictions on use or disclosure of information) to the extent applicable to any member of Seller’s Group (provided that to the extent any such information is required to verify the accuracy of the Statement, the Seller shall (in its discretion) either make such information available to Purchaser or to Deloitte & Touche USA LLP or make such other information available to Purchaser or to Deloitte & Touche USA LLP so as to enable Purchaser to reasonably verify the accuracy of the Statement); and (ii) access to any such work papers shall be conditioned upon Purchaser (and any such independent auditor) agreeing to keep confidential, to the extent such information relates to any member of Seller’s Group, all such information provided in connection therewith (in a form reasonably required by Seller).  The Statement shall become final and binding upon Seller and Purchaser on the [**] day following receipt by Purchaser thereof, unless Purchaser gives written notice of its disagreement with the Statement (a Notice of Disagreement) to Seller prior to such date.  Any Notice of Disagreement shall (i) specify in reasonable detail either (A) the nature of any disagreement so asserted or (B) the inability of the Purchaser to verify the accuracy of an item in the Statement (provided that to the extent Seller has provided or made available all work papers and other information in its possession relating to the item at issue, Purchaser shall not be permitted to claim an inability to verify the accuracy of such an item in the Statement), (ii) only include disagreements based on: (A) one or more mathematical errors or based on the Price Adjustments or Cash not being calculated or determined in accordance with this Agreement or (B) the Purchaser’s inability to, acting reasonably, verify the accuracy of any item in the Statement, and (iii) be accompanied by a certificate of Purchaser that it has complied with Section 2.4(b) in preparing the Notice of Disagreement.  If a Notice of Disagreement is received by Seller in a timely manner, then the Statement (as revised in accordance with this Section 2.4(b)) shall become final and binding upon Seller and Purchaser on the earlier of (A) the date Seller and Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accounting Firm.  During the [**]-day period following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement.  At the end of such [**]-day period, Seller and Purchaser shall submit to the Accounting Firm for final determination any and all matters that remain in dispute and were properly included in the Notice of Disagreement.  The Accounting Firm shall be instructed by Purchaser and Seller to render its determination regarding such disputed matters within [**] Business Days following such submission, which determination, in respect of the amount of any individual disputed matter, shall not be less than the lesser of the amounts proposed, nor greater than the greater of the amounts proposed, in each case, as proposed at the time such disputed matter is so submitted to the Accounting Firm.  No adjustment shall be made to the Price Adjustments unless such determination by the Accounting Firm results in an aggregate adjustment that exceeds $[**] and if such aggregate amount is exceeded, the entire amount of the adjustment to the Price Adjustments shall be made in finally determining the Price Adjustments (it being agreed and understood that adjustments to Cash shall not be subject to such limitation).  Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced.  The costs of the Accounting Firm (including fees and expenses) shall be borne [**] percent ([**]%) by Purchaser and [**] percent ([**]%) by Seller.  Seller and Purchaser shall each be solely responsible for its own expenses (including any fees and disbursements of its independent auditors and attorneys) incurred in connection with the matters contemplated by this Section 2.4.

(c)                                  No later than [**] Business Days after the Price Adjustments are finally determined in accordance with this Section 2.4, (i) if the Cash Purchase Price, as adjusted in accordance with Section 2.1(b) by such finally determined Price Adjustments (the Finally Determined Cash Purchase Price), exceeds the Estimated Cash Purchase Price, Purchaser shall deliver to Seller payment of the amount of such excess by wire transfer in immediately available funds to a bank account designated in writing by Seller (such designation to be made at least two Business Days prior to such payment) or (ii) if the Estimated Cash Purchase Price exceeds the Finally Determined Cash Purchase Price, Seller shall deliver to Purchaser payment of the amount of such

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excess by wire transfer in immediately available funds to a bank account designated in writing by Purchaser (such designation to be made at least two Business Days prior to such payment).

(d)                                 In the event that following the Closing, Purchaser or the Company takes any action with respect to the accounting books and records of the Company on which the Statement is to be based that are not consistent with the Company’s past practices, no such action (or resulting changes to the accounting books and records of the Company) shall have any effect for purposes of calculating the Purchase Price and Cash hereunder, and physical and electronic copies of such accounting books and records prior to such action or resulting changes shall be retained by the Company until the Price Adjustments and Cash are finally determined in accordance with this Section 2.4.  Without limiting the penultimate sentence of Section 2.4(a), during the period of time from and after the Closing Date through the resolution of any adjustment to the Cash Purchase Price (or Cash) contemplated by this Section 2.4, Purchaser shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with any adjustment to the Cash Purchase Price (or Cash) contemplated by this Section 2.4, reasonable access during normal business hours to all the properties, books, contracts, personnel and records of the Company to the extent relevant to the adjustment contemplated by this Section 2.4.

3.             REPRESENTATIONS AND WARRANTIES RELATING TO SELLER, SELLER GUARANTOR AND THE INTERESTS

Seller hereby represents and warrants to Holdco and Purchaser, as of the date hereof in respect of the representations and warranties set forth in Sections 3.1 through 3.4, and as of the date hereof and as of the Closing Date in respect of the representations and warranties set forth in Sections 3.5 and 3.6, in each case except as set forth in the Company Disclosure Schedule, as follows:

3.1                               Organization, Standing and Power

Each of Seller and Seller Guarantor is duly organized, validly existing and, to the extent applicable under the laws of its jurisdiction of organization, in good standing, under the laws of the jurisdiction in which it is organized.  Seller has full corporate power and authority, and Seller Guarantor has full corporate power and authority, to own, lease or otherwise hold its properties and assets (including, in the case of Seller, the Interests), and to conduct its business as presently conducted.  AGA (or its Affiliate that is to sell the applicable AGA IP Transferred Rights) has full corporate power and authority to own the AGA IP Transferred Rights.

3.2                               Authority; Execution and Delivery; Enforceability

Seller has full corporate power and authority, and AGA and Seller Guarantor have full corporate power and authority, to execute this Agreement and each Ancillary Agreement to which it is specified to be a party, and to consummate the transactions contemplated hereby and thereby.  The execution and delivery by each of Seller, AGA and Seller Guarantor of this Agreement and each Ancillary Agreement to which it is specified to be a party, and the consummation by each of Seller, AGA and Seller Guarantor of the transactions contemplated hereby and thereby have been duly authorized and no further corporate action on the part of Seller, or corporate action on the part of AGA or Seller Guarantor, is required in connection therewith.  Each of Seller, AGA and Seller Guarantor has duly executed and delivered this Agreement and each Ancillary Agreement to which it is specified to be a party, and each of this Agreement and such Ancillary Agreement constitutes such Person’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by principles of equity regarding the availability of remedies, whether in a proceeding at law or in equity (the Enforceability Exceptions).

3.3                               No Conflicts; Consents

The execution and delivery by each of Seller and Seller Guarantor of this Agreement does not, the execution and delivery by each of Seller, AGA and Seller Guarantor of each Ancillary Agreement to which it is specified to be a party will not, and the consummation of the transactions contemplated hereby and thereby, and compliance by each

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of Seller, AGA and Seller Guarantor with the terms hereof and thereof will not, conflict with or result in any breach, violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of approval, authorization, termination, acceleration or cancellation under, or result in the creation of any Lien upon any of the material properties or assets of Seller, AGA or Seller Guarantor (as the case may be) under, any provision of (a) the Governing Documents of Seller, AGA or Seller Guarantor (as the case may be), (b) any Contract to which Seller, AGA or Seller Guarantor (as the case may be) is a party or by which any of its properties or assets is bound or (c) any Judgment or Applicable Law applicable to Seller, AGA or Seller Guarantor (as the case may be) or its properties or assets, other than, in the case of clauses (b) and (c) above, any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a Seller Material Adverse Effect.  No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller, AGA or Seller Guarantor in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it is specified to be a party or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, other than (i) compliance with and filings under the HSR Act and the Applicable Competition Laws, (ii) those set forth in Section 3.3(ii) of the Company Disclosure Schedule and (iii) those that may be required solely by reason of Purchaser’s (as opposed to any other Person’s) participation in the Acquisition and the other transactions contemplated hereby.  In making this representation, Seller is relying on the accuracy of the representations of (x) each of Holdco and Purchaser in Section 5.3 of this Agreement and (y) each of Holdco, Purchaser and Ikaria in Section 6.3 of this Agreement.

3.4                               Litigation

There are not any (a) outstanding Judgments against Seller, AGA or Seller Guarantor, (b) Proceedings pending or, to the Knowledge of Seller, threatened, against Seller, AGA or Seller Guarantor or (c) investigations by any Governmental Entity that are pending, or to the Knowledge of Seller threatened, against Seller, AGA or Seller Guarantor that, in any case, individually or in the aggregate, have had, or could reasonably be expected to have, a Seller Material Adverse Effect.

3.5                               The Interests

Seller has good and valid title to the Interests, free and clear of all mortgages, liens, security interests, charges, easements, or encumbrances (collectively, Liens).  At the Closing, Seller shall transfer and convey to Purchaser the Interests and, assuming Purchaser has the requisite power and authority to be the lawful owner of the Interests, Purchaser will receive the Interests, free and clear of any Liens, other than those arising from acts of Purchaser or its Affiliates (for the avoidance of doubt, not including the Company for this purpose).  Other than this Agreement, the Interests are not subject to any Contract restricting the transfer of the Interests, and other than the Company’s Governing Documents, the Interests are not subject to any Contract relating to the voting, dividend rights or disposition of the Interests.

3.6                               The AGA IP Transferred Rights

Except as set forth in Section 3.6 of the Company Disclosure Schedule, the AGA IP Transferred Rights are not subject to any Contract restricting the transfer of the AGA IP Transferred Rights to the Company in accordance with the IP Transfer Agreements.

3.7                               No Knowledge of Misrepresentation or Omission

As of the date of this Agreement, none of Seller or Seller Guarantor has any Knowledge that the representations and warranties of Holdco, Purchaser or Ikaria made in this Agreement are not true and correct, in all material respects.  None of Seller or Seller Guarantor has any Knowledge of any material errors in, or material omissions from, any disclosure contained in the Holdco/Ikaria Disclosure Schedule.

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4.             REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY AND ITS BUSINESS

Seller hereby represents and warrants to Holdco and Purchaser, as of the date hereof in respect of the representations and warranties set forth in this Section 4 other than Section 4.2, and as of the date hereof and as of the Closing Date in respect of the representations and warranties set forth in Section 4.2, in each case except as set forth in the Company Disclosure Schedule, as follows:

4.1                               Organization and Standing; Books and Records

(a)                                  The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.  The Company has full limited liability company power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted.  The Company is duly qualified and in good standing to do business as a foreign limited liability company in each jurisdiction in which the conduct or nature of its business, or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect on the Company.

(b)                                 True and complete copies of the Company’s Governing Documents as in effect on the date of this Agreement have been made available to Purchaser.

4.2                               Interests in the Company

(a)                                  Seller is the sole beneficial and record owner of the Interests, which constitute 100 percent of the limited liability company interests of the Company.  Except for the Interests, there are no other equity securities of the Company issued, reserved for issuance or outstanding.  The Interests are duly authorized and validly issued and not subject to, nor were they issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Limited Liability Company Act, the Company’s Governing Documents or any Contract to which the Company is a party or by which the Company or its assets are bound.  There are no outstanding commitments, convertible securities, options or Contracts to which the Company is a party or that obligates the Company to (i) issue or sell or cause to be issued or sold any equity securities of the Company or any other securities convertible into, or exchangeable or exercisable for, any equity securities of the Company, or (ii) purchase or otherwise acquire any equity securities of the Company.  There are no equity appreciation, phantom equity or other similar rights with respect to the Company’s equity securities.

(b)                                 The Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person.

4.3                               No Conflicts; Consents

Except as set forth in Section 4.3 of the Company Disclosure Schedule, none of (1) the execution and delivery by the Company of this Agreement, (2) the execution and delivery by the Company of any Ancillary Agreement to which it is specified to be a party, (3) the consummation of the transactions contemplated hereby and thereby and (4) compliance by Company with the terms hereof and of any Ancillary Agreement to which it is specified to be a party, will conflict with, or result in any breach, violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of approval, authorization, termination, acceleration or cancellation under, or result in the creation of any Lien upon any of the properties or assets of the Company under (a) any provision of the Company’s Governing Documents, (b) any Contract to which the Company is a party or by which the Company or its properties or assets are bound or (c) any Judgment or Applicable Law applicable to the Company or its properties or assets, other than, in the case of clauses (b) and (c) above, any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect on the Company.  No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it is specified to be a

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party or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, other than (i) compliance with and filings under the HSR Act and the Applicable Competition Laws, (ii) those set forth in Section 4.3(ii) of the Company Disclosure Schedule and (iii) those that may be required solely by reason of Purchaser’s (as opposed to any other Person’s) participation in the Acquisition and the other transactions contemplated hereby.  In making this representation, Seller is relying on the accuracy of the representations of (x) each of Holdco and Purchaser in Section 5.3 of this Agreement and (y) each of Holdco, Purchaser and Ikaria in Section 6.3 of this Agreement.

4.4                               Financial Statements; No Undisclosed Liabilities; Absence of Changes

(a)                                  Section 4.4(a) of the Company Disclosure Schedule sets forth a copy of the Company’s audited balance sheet as of December 31, 2006 (the Company Balance Sheet), December 31, 2005 and December 31, 2004, together with the related audited statements of income, stockholder’s equity and cash flows for the twelve-months ending December 31, 2006, December 31, 2005 and December 31, 2004, together with all notes thereto, and the report of KPMG LLP, the Company’s independent auditors certifying such financial statements (the Company Financial Statements).  The Company Financial Statements were prepared in accordance with GAAP, consistently applied, and fairly present, in all material respects, the financial condition, results of operations and cash flows, and changes in financial position of the Company as of the dates indicated and for the periods then ended, except in each case, as set forth in the notes thereto.

(b)                                 The Company does not have any material liabilities or obligations (whether absolute, accrued, contingent or otherwise) of a nature required by GAAP to be reflected on a balance sheet of the Company or in the notes thereto and that (individually or in the aggregate) have had or could reasonably be expected to have a Material Adverse Effect on the Company, except (i) as disclosed, reflected or reserved against in the Company Balance Sheet and the notes thereto, (ii) for items set forth in Section 4.4(b)(ii) of the Company Disclosure Schedule and (iii) for liabilities and obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, consistent with past practice.

(c)                                  Except as set forth in Section 4.4(c) of the Company Disclosure Schedule, since the date of the Company Balance Sheet, the Company has conducted its business (i) in the ordinary course consistent with past practice, and there have not been any Effects that, individually or in the aggregate, have had or would reasonably be expected to have, a Material Adverse Effect on the Company and (ii) in compliance with Sections 7.1(d), (e), (f), (g)(i), (h), (k) and (1) hereof (as if such provisions applied with respect to actions prior to the date of this Agreement), except where the failure to so comply with such provisions would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

4.5                               Assets Other than Real Property Interests

The Company has good and valid title to each of the assets reflected on the Company Balance Sheet or thereafter acquired, other than those set forth in Section 4.5 of the Company Disclosure Schedule or otherwise disposed of since the date of the Company Balance Sheet in the ordinary course of business, in each case free and clear of all Liens, except for the Liens described in clauses (i) through (x) below (such Liens being referred to herein collectively as Permitted Liens):

(i)                                     such Liens as are set forth in Section 4.5 of the Company Disclosure Schedule;

(ii)                                  mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business;

(iii)                               Liens arising under (x) original purchase price conditional sales contracts entered into in the ordinary course of business or (y) equipment, furniture and fixture leases with third parties, which leases are entered into in the ordinary course of business and do not constitute Financial Debt;

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(iv)                              Liens for Taxes that are not due and payable or that are being contested in accordance with appropriate procedures and that may thereafter be paid without penalty;

(v)                                 easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on use, encroachments and other imperfections of title or encumbrances, if any, on real property that, individually or in the aggregate, do not materially impair, and could not reasonably be expected materially to impair, the continued use and operation of the real property to which they relate in the conduct of the business operations of the Company;

(vi)                              deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (that do not constitute Financial Debt) incurred in the ordinary course of business;

(vii)                           pledges or deposits under worker’s compensation, unemployment insurance and other employee retirement or other social security legislation;

(viii)                        statutory and contractual landlords’ liens under leases and any interest or title of a lessor, sub-lessor, licensee or licensor under any lease or license agreement;

(ix)                                Liens in favor of a banking institution arising as a matter of Applicable Law encumbering deposits (including the right of set-off) held by such banking institutions in the ordinary course of business; and

(x)                                   Liens in favor of customs and revenue authorities arising as a matter of Applicable Law to secure the payment of customs’ duties.

Except as set forth on the Company Disclosure Schedule and for any assets to be used by the Company pursuant to the Transitional Services Agreement or any other Ancillary Agreement, the tangible assets used by the Company in the conduct of its business operations as of the date hereof are either owned by the Company or used by the Company pursuant to a lease, license or similar Contract to which the Company is a party.

4.6                               Real Property

Section 4.6(a) of the Company Disclosure Schedule sets forth a complete list of all real property owned by the Company (each, Owned Property).  Section 4.6(b) of the Company Disclosure Schedule sets forth a complete list of all real property leased by the Company (each, Leased Property).  The Company has good and marketable title to all Owned Property and valid leasehold interests in respect of all Leased Property, in each case free and clear of all Liens, except (i) Permitted Liens and (ii) such Liens as are set forth in Section 4.6(a) and (b) of the Company Disclosure Schedule.  There are no outstanding options or rights of first refusal in favor of any other Person to purchase any of the Owned Property.  There are no leases, subleases, licenses, options to purchase or other similar rights or agreements materially affecting the Company’s ownership and use of any Owned Property.  No material default by the Company or, to the Knowledge of Seller, the applicable landlord, exists under any lease Contract with respect to the Leased Property, and each such lease Contract is legal, valid, binding and enforceable against the Company, and, to the Knowledge of Seller, enforceable against the other party or parties thereto, except in respect of the Enforceability Exceptions and other than as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

4.7                               Intellectual Property

(a)                                  For purposes of this Agreement, the term Company Intellectual Property means (i) Intellectual Property owned by the Company; and (ii) the AGA IP Transferred Rights that consist of Intellectual Property owned by a member of the Seller’s Group; and Company Licensed-In Intellectual Property means Intellectual Property (A) licensed to the Company by a third party; and (B) the AGA IP Transferred Rights that consist of Intellectual Property licensed to a member of the Seller’s Group by a third party.

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(b)                                 Section 4.7(b) of the Company Disclosure Schedule contains a complete and accurate list of all the registered patents and patent applications, registered trademarks and trademark applications, registered service marks and applications therefor, registered trade names, internet domain names and applications therefor, registered copyrights and applications therefor, and, as applicable, all registered derivatives, divisions, continuations, continuations-in-part, extensions, reissues and renewals of all of the foregoing, in each case, that (i) are Company Intellectual Property; or (ii) to the Knowledge of Seller, are Company Licensed-In Intellectual Property that directly concerns the medical use of inhaled NO or Covox or are material to the business operations of the Company.

(c)                                  Section 4.7(c) of the Company Disclosure Schedule identifies all Contracts to which the Company or a member of the Seller’s Group is a party relating to the Company Intellectual Property and/or Company Licensed-In Intellectual Property that (i) relates to the use of NO or Covox as a drug; or (ii) is otherwise material to the business operations of the Company (a Company IP License Agreement).

(d)                                 All Company Intellectual Property and, to the Knowledge of Seller, all Company Licensed-In Intellectual Property that is set forth in Section 4.7(b) of the Company Disclosure Schedule is subsisting.  All Company Intellectual Property is in compliance with all formal requirements necessary, and the Company has paid all maintenance and other fees and made all filings necessary, to keep such Company Intellectual Property in force.  To the Knowledge of the Seller, other than in relation to a decision to abandon any Company Licensed-In Intellectual Property, there has been no material failure to pay any material necessary maintenance or other fee, or make any material necessary filings, to keep material Company Licensed-In Intellectual Property (other than inventions that are not the subject of a registered patent or patent application) in force.

(e)

(i)                                     (A) Except as set forth in Section 4.7(e)(i) of the Company Disclosure Schedule, (B) except as set forth in the Commercial and IP Agreements, (C) except by virtue of any act of, or caused by, the Purchaser and/or its Affiliates, (D) except as to claims of ownership and/or inventorship by Persons not currently or previously employed or retained by the Seller’s Group and/or the Company, and (E) after the transfer of the Company Intellectual Property to be transferred to the Company pursuant to the IP Transfer Agreements, the Company will, on the Closing Date, be the sole owner of all right, title and interest in and to all Company Intellectual Property free and clear of all Liens;

(ii)                                  Except: (A) as set forth in Section 4.7(e)(ii) of the Company Disclosure Schedule and (B) as set forth in the Commercial and IP Agreements, there are no existing obligations, covenants or restrictions from third parties affecting in any material respect the Company’s use, disclosure, enforcement, transfer or licensing of the Company Intellectual Property following the Closing (except by virtue of any act of, or caused by, the Purchaser and/or its Affiliates);

(iii)                               To the Knowledge of Seller:  (A) except as set forth in Section 4.7(e)(iii) of the Company Disclosure Schedule, (B) except as set forth in the Commercial and IP Agreements, (C) except by virtue of any act of, or caused by, the Purchaser and/or its Affiliates, and (D) after giving effect to the transfer of AGA IP Transferred Rights to the Company, the Company will on the Closing Date own or have the right to use all Company Intellectual Property and Company Licensed-In Intellectual Property that is material to the operation of the Company as it is presently conducted (including for the current design of inhaled NO delivery devices intended to replace INOvent that are presently under development but not yet commercialized) free and clear of all Liens;

(iv)                              To the Knowledge of Seller, except as set forth in Section 4.7(e)(iv) of the Company Disclosure Schedule, there:  (A) is not and has not been any material infringement, misappropriation or other violation of any Company Intellectual Property by a third party, and (B) are no presently known facts raising a likelihood of material infringement, misappropriation or other violation by the Company of the Intellectual Property of any third party, except, in each case, that would not have a Material Adverse Effect on the Company, individually or in the aggregate;

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(v)                                 To the Knowledge of Seller, the Company has not, in the conduct of its business operations as have been conducted, and as are presently conducted, infringed, misappropriated, or violated any Intellectual Property of any third party.  No written infringement threat, allegation, or offer of license in respect thereof has been received by the Company that as of the date hereof, remains unresolved;

(vi)                              The Company, or a member of the Seller’s Group, has taken all reasonable steps to protect and maintain the Company Intellectual Property that is material to the business operations of the Company and to avoid infringement of the Intellectual Property of third parties; and

(vii)                           Except as set forth in Section 4.7(e)(vii) of the Company Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not materially alter, impair or extinguish any rights in the Company Intellectual Property or the Company Licensed-In Intellectual Property.

4.8                               Contracts

(a)                                  Except as set forth in Section 4.8(a) of the Company Disclosure Schedule and pursuant to the Company IP License Agreements set forth in Section 4.7(c) of the Company Disclosure Schedule, the Company is not a party to or bound by any:

(i)                                     Contract providing for the employment of any individual with the Company;

(ii)                                  covenant not to compete or other covenant restricting the development, manufacture, marketing or distribution of the products and services of the Company that materially limits the conduct of its business;

(iii)                               Contract with any labor organization, union or other similar association;

(iv)                              Contract with Seller or any member of Seller’s Group;

(v)                                 Contract relating to the establishment of a joint venture or partnership;

(vi)                              Contract relating to an acquisition, divestiture, merger or similar transaction that has not been consummated, or that has been consummated but contains representations, covenants, indemnities or other obligations that are still in effect;

(vii)                           Contract that grants exclusivity rights to a sales representative, distributor, broker or similar person;

(viii)                        Contract not made in the ordinary course of business; or

(ix)                                Contract other than as described above to which the Company is a party or by which it or any of its assets or properties is bound or subject that if breached, terminated or not renewed, could have or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

The Contracts disclosed in Section 4.8(a) of the Company Disclosure Schedule and the Company IP License Agreements referred to in Section 4.7(c) are collectively referred to herein as the Company Contracts.

(b)                                 Except as set forth in Section 4.8(b) of the Company Disclosure Schedule, all Company Contracts are valid, binding and in full force and effect and are enforceable by the Company immediately following the Closing in accordance with their terms, except for the Enforceability Exceptions and for such failures to be valid, binding, in full force and effect or enforceable that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect on the Company.  Copies of all Company

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Contracts, together with all modifications and amendments thereto, have been made available to Purchaser.  The Company is not (with or without the lapse of time or the giving of notice, or both) in breach or default of or under any Company Contract and, to the Knowledge of Seller, no other party to any such Company Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder, except for breaches and defaults that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company.  The Company has not received any written notice of the intention of any Person to terminate, nor has there been any termination of, any Company Contract, except for such notices and terminations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company.

4.9                               Personal Property

Each material item of personal property (which term does not include, for the avoidance of doubt, Intellectual Property) of the Company is in good working order (ordinary wear and tear excepted), is free from any material defect and has been maintained in all material respects in accordance with the past practice of the Company.

4.10                        Permits

Except as set forth in Section 4.10 of the Company Disclosure Schedule:

(a)                                  All material certificates, licenses, permits, authorizations and approvals from Governmental Entities issued or granted to the Company (collectively, Company Permits) including Product Permits, are validly held by the Company, are in full force and effect in all material respects and the Company has complied, in all material respects, with the terms and conditions thereof.  There are no material certificates, licenses, permits, authorizations or approvals from United States or Canadian Governmental Entities that are necessary for the conduct of the Company’s business as currently conducted, other than the Company Permits.

(b)                                 The Company is in material compliance with the respective requirements, conditions and provisions of all Company Permits relating to the manufacture, distribution or sale of any FDA Regulated Product (collectively, Product Permits) and the Company has not received written notification from any Governmental Entity of any material deficiency with respect to any Product Permit, nor is any Proceeding pending or, to the Knowledge of Seller, threatened, that seeks to revoke or amend any of such Product Permits.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a revocation, suspension or material limitation, modification or impairment of any Product Permit.  No Product Permit by its terms requires the consent of its issuing authority in order to remain in full force and effect as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

4.11                        Insurance

As of the date hereof, the Company maintains policies of fire and casualty, liability (including products liability) and other forms of insurance (including through coverage provided by Seller or members of Seller’s Group) in such amounts, with such deductibles and against such risks and losses as are, in the Company’s judgment, reasonable for the business operations and for the assets and properties of the Company (it being understood that following the Closing any coverage (including product liability coverage for claims made related to products of the Company produced prior to the Closing) so provided by Seller or any member of Seller’s Group shall terminate).

4.12                        Taxes

(a)                                  Except as set forth in Section 4.12(a) of the Company Disclosure Schedule, (i) the Company has filed or caused to be filed in a timely manner (within any applicable extension periods) all material Tax Returns required to be filed by Applicable Law, (ii) all such Tax Returns are correct and complete in all material respects, (iii) all material Taxes due and payable by the Company or by Seller on behalf of the Company have been timely paid in full or will be timely paid in full by the due date thereof and (iv) the Company

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has, in accordance with Applicable Law, withheld and paid all material Taxes that it was required to withhold or pay in connection with any amounts paid or owing to any employee, independent contractor, creditor or other third party.

(b)                                 The Company is not a party to or bound by any Contract relating, in whole or in part, to the sharing of or responsibility for Taxes that will remain in effect, or with respect to which the Company will have any obligation to make any payments, subsequent to the Closing.

(c)                                  Except as set forth in Section 4.12(c) of the Company Disclosure Schedule: (i)  no written notice of deficiency or assessment with respect to Taxes of the Company has been received by the Company or the Seller and (ii) no audit or other proceeding with respect to Taxes of the Company, as notified in writing to the Company by any Taxing Authority, is pending, or to the Knowledge of Seller, threatened.

(d)                                 Copies of all material Tax Returns of the Company relating to Taxes for all taxable periods for which the applicable statute of limitations has not yet expired have been made available to Purchaser for inspection.

(e)                                  Except as set forth in Section 4.12(e) of the Company Disclosure Schedule: (i) Company has been at all times since its formation as a limited liability company on November 5, 2003, been treated for U.S. federal income tax purposes (and all material state income tax purposes) as an entity that is disregarded as separate from its owner; and (ii) no election has been made to treat the Company as other than a disregarded entity for U.S. federal income tax purposes (or any state income tax purpose).

4.13                        Proceedings and Judgments

(a)                                  Except as set forth in Section 4.13(a) of the Company Disclosure Schedule, as of the date hereof, there is no pending or, to the Knowledge of Seller, threatened, Proceeding with respect to which the Company is a party and that, if adversely determined, is (individually or in the aggregate) reasonably likely to result in a Material Adverse Effect on the Company.

(b)                                 Except as set forth in Section 4.13(b) of the Company Disclosure Schedule, as of the date hereof, the Company has not received written notification of any pending investigation of the Company by any Governmental Entity.

(c)                                  Except as set forth in Section 4.13(c) of the Company Disclosure Schedule, the Company is not a party, or, to the Knowledge of Seller, subject to or in default under any Judgment, other than for such Judgments that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect on the Company.

4.14                        Benefit Plans

(a)                                  True and complete copies of each Pension Plan, Welfare Plan, and each other plan, program, arrangement and agreement relating to compensation or employee benefits, in each case maintained or contributed to, or required to be maintained or contributed to, by the Company or any of its Affiliates for the benefit of any present or former officers, employees, agents, directors, consultants or independent contractors of the Company (all the foregoing, collectively, Benefit Plans) have been made available to Purchaser.  Section 4.14(a) of the Company Disclosure Schedule sets forth the name of each material Benefit Plan.  Section 4.14(a) of the Company Disclosure Schedule also separately denotes those Benefit Plans which are maintained or contributed to solely by the Company (the Company Benefit Plans) and those which are maintained or contributed to (i) jointly by the Company and the Seller or any of its Affiliates or (ii) by the Seller or any of its Affiliates but not by the Company (the Linde Benefit Plans).

(b)                                 Each Benefit Plan has been administered in all material respects in accordance with its terms.  The Company and all the Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA, the Code (including Section 409A of the Code to the extent such arrangements are subject to Section 409A of the Code) and all other Applicable Laws.  Except as set forth in Section 4.14(b) of the

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Company Disclosure Schedule, all Company service providers have been properly classified as employees or independent contractors for the purposes of employment Taxes, Company Benefit Plan participation, and all other Purposes under Applicable Law.  All reports, returns and similar documents with respect to the Benefit Plans required to be filed with any Governmental Entity or distributed to any Benefit Plan participant have been, in all material respects, timely filed or distributed and all reports, returns and similar documents actually filed or distributed were correct in all material respects.

(c)                                  Except as set forth in Section 4.14(c) of the Company Disclosure Schedule, all contributions to, and payments from, the Benefit Plans that may have been required to be made in accordance with the terms of the Benefit Plans, any applicable collective bargaining agreement and, when applicable, Section 302 of ERISA or Section 412 of the Code, have been timely made.

(d)                                 None of the Benefit Plans is a “multiemployer plan” as such term is defined in Section 3(37) of ERISA.  Each Benefit Plan which is intended to be qualified under Section 401(a) of the Code is so qualified.  No liability under Title IV of ERISA (other than PBGC premiums due and timely paid in the ordinary course) has been or could reasonably be expected to be incurred by the Company or any of its Affiliates.

(e)                                  Except as set forth in Section 4.14(e) of the Company Disclosure Schedule, the execution and delivery of, and performance of the transactions contemplated in, this Agreement will not either alone or in connection with another event (1) constitute an event under any Benefit Plan or loan to a Company Employee that will result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Company Employee or (2) result in the triggering or imposition of any restrictions or limitations on the right of the Company to amend or terminate any Benefit Plan (or result in any adverse consequence for any such action).

(f)                                    Except as set forth in Section 4.14(f) of the Company Disclosure Schedule, no payment or benefit that will or may be made by the Seller or any of its Affiliates, or under any Benefit Plan (as in effect as of the Closing), will be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(l) of the Code.

4.15                        Compliance with Applicable Laws

Except as set forth in Section 4.15 of the Company Disclosure Schedule, the Company is in compliance with all Applicable Laws, except for instances of noncompliance that, individually or in the aggregate, have not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company.  Except as set forth in Section 4.15 of the Company Disclosure Schedule, since December 31, 2005, neither Seller nor the Company has received any written communication from any Person that alleges that the Company is not in compliance with any Applicable Law where such noncompliance could have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

4.16                        Employee and Labor Matters

Except as set forth in Section 4.16 of the Company Disclosure Schedule:  (a) there is not currently any, and since December 31, 2005, there has not been any labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of Seller, threatened, against the Company and (b) no Company Employees are covered by a collective bargaining agreement or similar Contract.

4.17                        Environmental Matters

Except as set forth in Section 4.17 of the Company Disclosure Schedule:

(a)                                  The Owned Property and Leased Property and, to the Knowledge of Seller, any real property formerly owned, leased or operated by the Company, are free of any Hazardous Substances in violation of, or requiring investigation, remediation or other response action pursuant to, Environmental Law, except as

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could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

(b)                                 To the Knowledge of Seller, there are no past or present conditions, events, or circumstances that could reasonably be expected to (i) interfere with or prevent continued compliance by the Company with Environmental Laws or (ii) give rise to any liability or other obligation of the Company under any Environmental Laws, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

(c)                                  Seller has made available to Purchaser true and complete copies and results of any material written reports, studies, site assessments, tests, or monitoring possessed or initiated by the Seller or the Company pertaining to Hazardous Substances (i) at, on, about, under or within any (A) Owned Property or Leased Property or (B) real property formerly owned, leased or operated by the Company where the Company is or may reasonably be held responsible under Environmental Laws or (ii) concerning compliance by the Company or any other Person for whose conduct the Company is or may reasonably be held responsible under Environmental Laws.

4.18                        Transactions with Affiliates

Except as set forth on Section 4.18 of the Company Disclosure Schedule and as contemplated by this Agreement and the Ancillary Agreements, none of the Company Contracts set forth on Section 4.8(a)(iv) of the Company Disclosure Schedule between the Company (on the one hand) and Seller or any members of Seller’s Group (on the other hand) will continue in effect subsequent to the Closing.  Except as set forth on Section 4.8(a)(i) or Section 4.18 of the Company Disclosure Schedule, no current or former, director, officer or employee of the Company or Seller (or any Affiliate of the foregoing) is currently, or since December 31, 2005 has been, a party to any Contract with the Company, other than, in the case of such Person, ordinary course employment and benefit agreements entered into in connection with any such Person’s duties as a director, officer or employee of the Company.

4.19                        No Brokers or Finders

No agent, broker, investment banker or other firm or Person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby based on arrangements made by Seller or its Affiliates, other than fees and expenses payable by Seller or its Affiliates (other than the Company) to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

4.20                        Investment Intent

The Holdco Shares to be purchased by Seller pursuant to this Agreement (and the securities acquired upon the conversion thereof) are being acquired for Seller’s account, for investment only and not with a view to any unlawful public distribution thereof, and Seller shall not offer to sell or otherwise dispose of the Holdco Shares so acquired (or the securities acquired upon conversion thereof) in violation of any of the registration requirements of the U.S. federal or any State’s securities laws.  Seller is an “accredited investor” within the meaning of Rule 501 of Regulation D under the U.S. Securities Act of 1933, as amended (the Securities Act), has evaluated the merits and risk of its investment in Holdco and can bear the economic risk thereof.  Seller understands that such Holdco Shares (and the securities acquired upon conversion thereof) are characterized as “restricted securities” under the Securities Act.

4.21                        Food and Drug Safety Matters

(a)                                  The Company is in compliance in all material respects with the FDA Law applicable to the development, manufacture, sale or distribution of its products and services and the operation or conduct of, or ownership of the property relating to, its business as currently conducted.  Since December 31, 2003, the Company has not been required by any Governmental Entity in the United States or Canada to make, nor has the Company voluntarily undertaken, any product recall.

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(b)                                 The Company has not received notice of, and is not, to the Knowledge of Seller, subject to, any adverse inspection, finding of deficiency, finding of non-compliance, compelled or voluntary recall, investigation, penalty, fine, sanction, assessment, request for corrective or remedial action, audit, or other compliance or enforcement action, relating to any FDA Regulated Product or to the facilities in which any FDA Regulated Product is manufactured or handled, by the FDA.

(c)                                  The Company has obtained all material approvals, registrations and authorizations from and has maintained or procured all records, studies and other documentation needed to reasonably satisfy and demonstrate compliance in all material respects with the requirements of the FDA for their current and past business activities relating to FDA Regulated Products and for the sale of FDA Regulated Products.

(d)                                 Except to the extent that the statements therein are made by or in reliance on data or information provided by any Section 4.21 Third Person (as to which no warranty in respect thereof is made by this Section 4.2 l(d)), the Company has not made any material false statement in, or material omission from, the applications, approvals, reports, or other submissions to the FDA or in or from any other records and documentation prepared or maintained to comply with the requirements of the FDA relating to any FDA Regulated Product.

(e)                                  To the Knowledge of Seller, no third Person, contractor, investigator, or researcher employed or retained by the Company or otherwise acting on behalf of the Company (any such Person, a Section 4.21 Third Person) has made any material false statement in, or material omission from, any report, study or other documentation prepared in conjunction with the applications, approvals, reports, or records submitted to or prepared for the FDA relating to any FDA Regulated Product.

(f)                                    The Company has not made or offered any payment, gratuity, or other thing of value that is prohibited by Applicable Law to personnel of the FDA in connection with the approval or regulatory status of the Company’s products or the facilities in which the Company’s products are manufactured or handled.

(g)                                 The Company has not received any written notification which remains unresolved, from the FDA indicating that any of its products are unsafe or ineffective for their approved use (it being agreed and understood that in respect of any FDA Regulated Product as to which the FDA has granted clearance or approval, all pre-approval correspondence shall not be covered by this Section 4.21 (g)).

(h)                                 Section 4.21(h) of the Company Disclosure Schedule contains a list of all current and past clinical trials performed by, on behalf of or relied upon by the Company with respect to any FDA Regulated Products (Clinical Trials).  To the Knowledge of Seller, all Clinical Trials have been and are being conducted in compliance, in all material respects, with United States and Canadian Applicable Law and any relevant investigational review board agreements.

(i)                                     Section 4.21(i) of the Company Disclosure Schedule contains a list of all warning letters, all adverse event reports, all vigilance reports and all current and past FDA audits, in each case, since January 1, 2004.  The Company has made available to Purchaser true, correct and complete copies of all such letter and reports as well as all material correspondence related to clinical activities, all material responses to FDA audits, all material facilities registration documentation and all material drug and device listing documentation.

(j)                                     The Company has not received written notice of any investigation by the FDA in respect of the promotion of “off-label” or similar use of FDA Regulated Products, and there is no pending or, to the Knowledge of Seller, threatened, Proceeding by the FDA with respect to the promotion of “off-label” or similar use of FDA Regulated Products.  With the exception of the first sentence of this Section 4.21(j), it is agreed and understood that no warranty is made in this Section 4.21 in respect of any “off-label” or similar use of the Company’s products.

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4.22                        Warranty and Other Claims

The Company’s FDA complaint handling and adverse event reporting systems relating to all FDA Regulated Products have been made available for review by Purchaser and the Company has made available to Purchaser complete and correct information about all FDA Regulated Product returns because of warranty or other problems and about all mandatory and voluntary adverse event reports.  The Company’s records relating to credits and allowances made with respect to its products and services have been made available for review by Purchaser and are true and correct in all material respects.  Except as set forth on Section 4.22 of the Company Disclosure Schedule, the Company has made no modifications to its products and services because of warranty or other claims concerning defects in such products or with such services.  The Company maintains no other records of warranty, product defect claims or adverse event reports other than its FDA complaint handling and adverse event reporting system.  Since December 31, 2003 the Company has not been a defendant in any Proceeding involving product liability or warranty claims and since such date, to the Knowledge of Seller, no such Proceeding has been threatened in writing.

5.             REPRESENTATIONS AND WARRANTIES RELATING TO HOLDCO AND PURCHASER

Holdco and Purchaser hereby, jointly and severally, represent and warrant to Seller, as of the date hereof in respect of the representations and warranties set forth in this Section 5 other than Section 5.5 and the first two sentences of Section 5.9, and as of the date hereof and as of the Closing Date in respect of the representations and warranties set forth in Section 5.5 and the first two sentences of Section 5.9, in each case except as set forth in the Holdco/Ikaria Disclosure Schedule, as follows:

5.1                               Organization, Standing and Power

Each of Holdco and Purchaser is duly organized, validly existing and, to the extent applicable under the laws of its jurisdiction of organization, in good standing, under the laws of the jurisdiction in which it is organized, each of Holdco and Purchaser has full corporate power and authority, to own, lease or otherwise hold its properties and assets and to conduct its business as presently conducted.

5.2                               Authority; Execution and Delivery; Enforceability

Each of Holdco and Purchaser has full corporate power and authority to execute this Agreement and each Ancillary Agreement to which it is specified to be a party, and to consummate the transactions contemplated hereby and thereby.  The execution and delivery by each of Holdco and Purchaser of this Agreement and each Ancillary Agreement to which it is specified to be a party, and the consummation by each of Holdco and Purchaser of the transactions contemplated hereby and thereby have been duly authorized and no further corporate action on the part of Holdco or Purchaser is required in connection therewith.  Each of Holdco and Purchaser has duly executed and delivered this Agreement and each Ancillary Agreement to which it is specified to be a party, and each of this Agreement and such Ancillary Agreement constitutes such Person’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent of the Enforceability Exceptions.

5.3                               No Conflicts; Consents

The execution and delivery by each of Holdco and Purchaser of this Agreement does not, the execution and delivery by each of Holdco and Purchaser of each Ancillary Agreement to which it is specified to be a party will not, and the consummation of the transactions contemplated hereby and thereby, and compliance by each of Holdco and Purchaser with the terms hereof and thereof will not, conflict with or result in any breach, violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of approval, authorization, termination, acceleration or cancellation under, or result in the creation of any Lien upon any of the material properties or assets of any of Holdco or Purchaser (as the case may be) under, any provision of (a) the Governing Documents of Holdco or Purchaser (as the case may be), (b) any Contract to which Holdco or Purchaser (as the case may be) is a party or by which its properties or assets is bound or (c) any Judgment or Applicable Law applicable to Holdco or Purchaser (as the case may be) or its properties or assets, other than, in the case of clauses (b) and (c) above, any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a Purchaser Material Adverse Effect.  No material consent, approval, license, permit, order or authorization of, or registration,

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declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Holdco or Purchaser in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it is specified to be a party or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, other than (i) compliance with and filings under the HSR Act and the Applicable Competition Laws and (ii) those set forth in Section 5.3(ii) of the Holdco/Ikaria Disclosure Schedule.  In making this representation, Holdco and Purchaser are relying on the accuracy of the representations of (x) each of the Seller and Seller Guarantor in Section 3.3 of this Agreement and (y) Seller in Section 4.3 of this Agreement.

5.4                               Litigation

There are not any (a) outstanding Judgments against Holdco or Purchaser, (b) Proceedings pending or, to the Knowledge of Holdco or Purchaser, threatened, against Holdco or Purchaser or (c) investigations by any Governmental Entity that are pending, or to the Knowledge of Holdco or Purchaser, threatened, against Holdco or Purchaser that, in any case, individually or in the aggregate, have had, or could reasonably be expected to have, a Purchaser Material Adverse Effect.

5.5                               Capitalization of Holdco and its Subsidiaries; Valid issuance and transfer of Holdco Shares

(a)                                  Other than changes resulting from the grant, exercise, expiration or termination of options, warrants or participation rights to acquire capital stock of Ikaria between the date hereof and the Closing, Section 5.5(a) of the Holdco/Ikaria Disclosure Schedule sets forth the capitalization of Holdco immediately following the Closing (for the avoidance of doubt after giving effect to the Ikaria Merger, the Acquisition and the other transactions contemplated thereby), including the number of shares of (i) authorized and (ii) issued and outstanding capital stock of Holdco, issued stock options, stock options not yet issued but reserved for issuance and any options, warrants, participation interests or other securities of Holdco, convertible into, or exercisable or exchangeable for, capital stock of Holdco.

(b)                                 Except for the securities listed in Section 5.5(a) of the Holdco/Ikaria Disclosure Schedule and for such changes to Section 5.5(a) of the Holdco/Ikaria Disclosure Schedule resulting from the grant, exercise, expiration or termination of options, warrants or participation rights to acquire capital stock of Ikaria between the date hereof and the Closing, immediately following the Closing there will be no other equity securities of Holdco issued, reserved for issuance or outstanding.  The Holdco Shares to be transferred to Seller by Purchaser pursuant to the terms of this Agreement (and any securities acquired upon the conversion thereof), when issued to Purchaser and when transferred to Seller will be duly authorized, validly issued (or in the case of any securities acquired upon the conversion of the Holdco Shares, validly reserved for issuance), fully paid and non–assessable, free of all Liens (other than those arising from acts of Seller or any Affiliate thereof), and not subject to, nor issued to Purchaser nor transferred to Seller in violation of, any restrictions on transfer, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, Holdco’s or Purchaser’s Governing Documents or any material Contract to which Holdco or Purchaser is a party or by which Holdco or Purchaser or its assets are bound, except as set forth in the Investor Stockholders Agreement.  Assuming the accuracy of the representations and warranties of the Seller in Section 4.20 and the accuracy of the comparable representations and warranties of each of the other parties to the Ancillary Agreements, all of the securities listed in Section 5.5(a) of the Holdco/Ikaria Disclosure Schedule to be issued by Holdco in connection with the Ikaria Merger, the Acquisition and the other transactions contemplated thereby (including the Holdco Shares to be issued to Purchaser and transferred to Seller hereunder) will be issued (and in the case of the Holdco Shares, transferred to Seller) in compliance with all Applicable Laws relating to the issuance and sale of securities.  Except as set forth on Section 5.5(a) of the Holdco/Ikaria Disclosure Schedule, immediately following the Closing there will not be any outstanding commitments, convertible securities, options or similar arrangements to which Holdco will, immediately following the Closing, be a party or by which Holdco will, immediately following the Closing, be bound, that obligates Holdco to (i) issue or sell or cause to be issued or sold any equity securities of Holdco or any other securities convertible into, or exchangeable for, subscribe for, any equity securities of Holdco or (ii) purchase or otherwise acquire any equity securities of Holdco.  Except as set forth on Section 5.5(a) of the Holdco/Ikaria Disclosure Schedule, there are no equity appreciation, phantom equity or other similar rights with respect to Holdco.

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(c)                                  Section 5.5(c) of the Holdco/Ikaria Disclosure Schedule sets forth for each Subsidiary of Holdco, as of the date hereof, and immediately following the Closing, the amount of its authorized capital stock, the amount of its issued and outstanding capital stock and the record and beneficial owners of its issued and outstanding capital stock.  Except as set forth in Section 5.5(c) of the Holdco/Ikaria Disclosure Schedule, as of the date hereof Holdco does not, and immediately following the Closing Holdco will not, own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person and there is not, and there will not be, any shares of capital stock or other equity securities of any of its Subsidiaries issued, reserved for issuance or outstanding (provided that in making this representation, Holdco and Purchaser are relying on the accuracy of the representations of Seller in Section 4.2(b) of this Agreement).

5.6                               Holdco and Purchaser

Each of Holdco and Purchaser were formed solely for the purpose of engaging the transactions contemplated by this Agreement, the Ancillary Agreements to which each is specified to be a party (including the Series B Purchase Agreement and the Ikaria Merger Agreement), and the financing documents entered into in connection with the Acquisition and the Ikaria Merger and the transactions contemplated thereby, and since their formation, neither Holdco nor Purchaser have engaged in any other business nor entered into any Contract except as set forth in Section 5.6 of the Holdco/Ikaria Disclosure Schedule.  Neither Holdco nor Purchaser has any liabilities or obligations, whether actual or contingent, known or unknown, except for the liabilities and obligations incurred by Holdco or Purchaser in connection with the negotiation, execution and delivery of this Agreement and the Ancillary Agreements (including the Series B Purchase Agreement and the Ikaria Merger Agreement), and the financing documents entered into in connection with the Acquisition and the Ikaria Merger and the transactions contemplated thereby, whether pursuant to the debt instruments entered into pursuant to the Debt Commitment Letters, the Equity Financing Agreement or otherwise, and the consummation of the transactions contemplated hereby and thereby.

5.7                               Investment Intent

The Interests to be purchased by Purchaser pursuant to this Agreement are being acquired for Purchaser’s account, for investment only and not with a view to any unlawful public distribution thereof, and Purchaser shall not offer to sell or otherwise dispose of the Interests so acquired in violation of any of the registration requirements of the U.S. federal or any State’s securities laws.

5.8                               Availability of Funds

(a) Holdco has received an executed debt commitment letter and related fee letter (together, the Debt Commitment Letter), dated as of the date hereof (a true and complete copy of which is attached hereto as Exhibit 5.8(a)), from the lending institutions named therein, pursuant to which such lending institutions have committed, subject to the terms and conditions set forth therein, to provide Purchaser with debt financing, and (b) Holdco, Purchaser, Ikaria and each Investor have delivered to Seller an executed equity commitment letter (the Equity Financing Agreement), dated as of the date hereof (a true and complete copy of which is attached hereto as Exhibit 5.8(b)), naming Seller as an express third-party beneficiary thereof (as set forth therein, for an aggregate amount of up to $10,000,000), pursuant to which each of Holdco, Purchaser and each Investor has agreed, subject to the terms and conditions set forth therein, to provide Holdco with equity financing in the aggregate amount of $278,000,000, in the case of (a) and (b), in connection with the Acquisition, the Ikaria Merger and the other transactions contemplated thereby.  The aggregate amount to be provided pursuant to the Debt Commitment Letter and the Equity Financing Agreement is sufficient to pay all amounts required to be paid by Holdco and Purchaser to consummate the Acquisition.  Each of the Debt Commitment Letter and the Equity Financing Agreement constitutes the valid and binding obligation of the parties thereto (except for the Enforceability Exceptions) and the effectiveness thereof (and the providing of the financing contemplated thereby) is not subject to any conditions other than (i) in the case of the Debt Commitment Letters, those set forth therein, and (ii) in the case of the Equity Financing Agreement, the satisfaction or waiver of the conditions (A) of Purchaser, Holdco and Ikaria set forth in Sections 8.1 and 8.2 herein to consummate the transactions contemplated hereby and (B) of Holdco and Merger Sub set forth in the Ikaria Merger Agreement and the Investors set forth in the Series B Purchase Agreement to consummate the Ikaria Merger and the sale of the Series B

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Preferred Stock, respectively.  Assuming the accuracy of the representations and warranties of Seller in Sections 3 and 4 of this Agreement, as of the date of this Agreement, each of Holdco and Purchaser does not have any reason to believe that any of the conditions to the Debt Commitment Letters and Equity Financing Agreement will not be satisfied or that the financing contemplated thereby will not be available to consummate the Acquisition and the Ikaria Merger.

5.9                               Ikaria Merger

True and complete copies of the Ikaria Merger Agreement (including the form of the Certificate of Merger attached thereto) and all other agreements, instruments and documents entered into as of the date hereof in connection with the Ikaria Merger have been provided to Seller.  Article III of the Ikaria Merger Agreement sets forth all of the conditions to be satisfied (or waived) by any Person to consummate the Ikaria Merger and the transactions contemplated thereby.  Section 5.9 of the Holdco/Ikaria Disclosure Schedule sets forth all consents, approvals, licenses, permits, orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity or any other Person in connection with the execution, delivery and performance of the Ikaria Merger Agreement or the consummation of the Ikaria Merger or the other transactions contemplated thereby.

5.10                        No Brokers or Finders

No agent, broker, investment banker or other firm or Person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with the execution and delivery of this Agreement, any Ancillary Agreement (including the Series B Purchase Agreement and the Ikaria Merger Agreement), or the financing documents entered into in connection with the Acquisition and the Ikaria Merger, whether pursuant to the debt instruments entered into pursuant to the Debt Commitment Letters, the Equity Financing Agreement or otherwise, or the consummation of the transactions contemplated hereby or thereby based on arrangements made by Holdco, Purchaser, Ikaria, any Investor or their respective Affiliates, except for ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., whose fees and expenses will be paid by Holdco in accordance with Section 7.7 and except that the lenders of the Debt Financing will be entitled to the fees set forth in the Debt Commitment Letters.

5.11                        Solvency

After giving effect to the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements (including the Series B Purchase Agreement and the Ikaria Merger Agreement), and the financing documents entered into in connection with the Acquisition and the Ikaria Merger (whether pursuant to the Debt Financing, the Equity Financing Agreement or otherwise), and the application of the proceeds thereof and the payment of all legal, accounting and other fees related thereto, Holdco (for the purposes of this Section 5.11, including all of its Subsidiaries immediately following the Acquisition) will be solvent.  For the purposes of this Section 5.11, the term “solvent” means that: (a) the fair value of the property of Holdco is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of Holdco; (b) the present fair saleable value of the assets of Holdco is not less than the amount which will be required to pay the probable liability of Holdco on its debts as they become absolute and mature; (c) Holdco is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business; (d) Holdco does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (e) Holdco is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which Holdco’s property would constitute unreasonably small capital, after giving due consideration to the prevailing practice in the industry in which Holdco is engaged.

6.             REPRESENTATIONS AND WARRANTEES RELATING TO IKARIA AND ITS BUSINESS

Holdco, Purchaser and Ikaria hereby, jointly and severally, represent and warrant to Seller, as of the date hereof, except as set forth in the Holdco/Ikaria Disclosure Schedule, as follows:

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6.1                               Organization and Standing; Books and Records

(a)                                  Ikaria is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.  Ikaria has full corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted.  Ikaria is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the conduct or nature of its business, or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect on Ikaria.

(b)                                 True and complete copies of the Ikaria’s Governing Documents as in effect on the date of this Agreement have been made available to Purchaser.

6.2                               Authority; Execution and Delivery; and Enforceability

Ikaria has full corporate power and authority to execute this Agreement and each Ancillary Agreement to which it is specified to be a party, and to consummate the transactions contemplated hereby and thereby.  The execution and delivery by Ikaria of this Agreement and each Ancillary Agreement to which it is specified to be a party, and the consummation by Ikaria of the transactions contemplated hereby and thereby have been duly authorized and no further corporate action is required in connection therewith on the part of Ikaria.  Ikaria has duly executed and delivered this Agreement and each Ancillary Agreement to which it is specified to be a party, and each of this Agreement and such Ancillary Agreement constitutes Ikaria’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent of the Enforceability Exceptions.

6.3                               No Conflicts; Consents

Except as set forth in Section 6.3 of the Holdco/Ikaria Disclosure Schedule, none of (1) the execution and delivery by Ikaria of this Agreement, (2) the execution and delivery by Ikaria of any Ancillary Agreement to which it is specified to be a party, (3) the consummation of the transactions contemplated hereby and thereby, and (4) compliance by Ikaria with the terms hereof and of any Ancillary Agreement to which it is specified to be a party, will conflict with, or result in any breach, violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of approval, authorization, termination, acceleration or cancellation under, or result in the creation of any Lien upon any of the properties or assets of Ikaria under (a) any provision of its Governing Documents, (b) any Contract to which Ikaria is a party or by which it or its properties or assets are bound or (c) any Judgment or Applicable Law applicable to Ikaria or Ikaria’s properties or assets, other than, in the case of clauses (b) and (c) above, any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect on Ikaria.  No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Ikaria in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it is specified to be a party or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, other than (i) compliance with and filings under the HSR Act and the Applicable Competition Laws and (ii) those set forth in Section 6.3(ii) of the Holdco/Ikaria Disclosure Schedule.  In making this representation, Ikaria is relying on the accuracy of the representations of (x) each of the Seller and Seller Guarantor in Section 3.3 of this Agreement and (y) Seller in Section 4.3 of this Agreement.

6.4                               Financial Statements; No Undisclosed Liabilities; Absence of Changes

(a)                                  Section 6.4(a) of the Holdco/Ikaria Disclosure Schedule sets forth (i) a copy of the Ikaria’s audited balance sheet as of December 31, 2005 (the Ikaria Balance Sheet) and December 31, 2004, together with the related audited statements of income, stockholder’s equity and cash flows for the twelve-months ending December 31, 2005 and December 31, 2004, together with all notes thereto, and the report of Ernst & Young LLP, Ikaria’s independent auditors certifying such financial statements (the Ikaria Audited Financial Statements) and (ii) a copy of Ikaria’s unaudited balance sheet as of November 30, 2006, together with the related unaudited statements of income, stockholder’s equity and cash flows for the eleven-months ending November 30, 2006 (the Ikaria Unaudited Financial Statements and, together with the Ikaria Audited Financial Statements, the Ikaria Financial Statements).  The Ikaria Financial

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Statements were prepared in accordance with GAAP, consistently applied, and fairly present, in all material respects, the financial condition, results of operations and cash flows, and changes in financial position of Ikaria as of the dates indicated and for the periods then ended, except in each case:  (i) as set forth in the notes thereto and (ii) in the case of the Ikaria Unaudited Financial Statements, for: (A) the absence of footnotes, (B) normal year-end adjustments (which are not material in the aggregate), and (C) the matters set forth in Section 6.4(a)(ii) of the Holdco/Ikaria Disclosure Schedule.

(b)                                 Ikaria does not have any material liabilities or obligations (whether absolute, accrued, contingent or otherwise) of a nature required by GAAP to be reflected on a balance sheet of Ikaria or in the notes thereto and that (individually or in the aggregate) have had or could reasonably be expected to have a Material Adverse Effect on Ikaria, except (i) as disclosed, reflected or reserved against in the Ikaria Balance Sheet and the notes thereto, for items set forth in Section 6.4(b)(ii) of the Holdco/Ikaria Disclosure Schedule and (iii) for liabilities and obligations incurred in the ordinary course of business since the date of the Ikaria Balance Sheet, consistent with past practice.

(c)                                  Except as set forth in Section 6.4(c) of the Holdco/Ikaria Disclosure Schedule, since the date of the Ikaria Balance Sheet, Ikaria has conducted its business in the ordinary course consistent with past practice, and there have not been any Effects that, individually or in the aggregate, have had or would reasonably be expected to have, a Material Adverse Effect on Ikaria.

6.5                               Assets Other than Real Property Interests

Ikaria has good and valid title to each of the assets reflected on the Ikaria Balance Sheet or thereafter acquired, other than those set forth in Section 6.5 of the Holdco/Ikaria Disclosure Schedule or otherwise disposed of since the date of the Ikaria Balance Sheet in the ordinary course of business, in each case free and clear of all Liens, except for the Liens described in clauses (i) through (x) below (such Liens being referred to herein collectively as Ikaria Permitted Liens):

(i)                                     such Liens as are set forth in Section 6.5 of the Holdco/Ikaria Disclosure Schedule;

(ii)                                  mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business;

(iii)                               Liens arising under (x) original purchase price conditional sales contracts entered into in the ordinary course of business or (y) equipment, furniture and fixture leases with third parties, which leases are entered into in the ordinary course of business and do not constitute Financial Debt (in the case of application of that defined term to this Section 6.5 (and applying the defined term Ikaria Permitted Liens), replacing “the Company” with “Ikaria” therein);

(iv)                              Liens for Taxes that are not due and payable or that are being contested in accordance with appropriate procedures and that may thereafter be paid without penalty;

(v)                                 easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on use, encroachments and other imperfections of title or encumbrances, if any, on real property that, individually or in the aggregate, do not materially impair, and could not reasonably be expected materially to impair, the continued use and operation of the real property to which they relate in the conduct of the business operations of the Company;

(vi)                              deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (that do not constitute Financial Debt (with such defined term modified as set forth in clause (iii) above) incurred in the ordinary course of business;

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(vii)                           pledges or deposits under worker’s compensation, unemployment insurance and other employee retirement or other social security legislation;

(viii)                        statutory and contractual landlords’ liens under leases and any interest or title of a lessor, sub-lessor, licensee or licensor under any lease or license agreement;

(ix)                                Liens in favor of a banking institution arising as a matter of Applicable Law encumbering deposits (including the right of set-off) held by such banking institutions in the ordinary course of business; and

(x)                                   Liens in favor of customs and revenue authorities arising as a matter of Applicable Law to secure the payment of customs’ duties.

Except as set forth on the Holdco/Ikaria Disclosure Schedule, the tangible assets used by Ikaria in the conduct of its business operations as of the date hereof are either owned by Ikaria or used by Ikaria pursuant to a lease, license or similar Contract to which Ikaria is a party.

6.6                               Real Property

Ikaria does not own any real property.  Section 6.6 of the Holdco/Ikaria Disclosure Schedule sets forth a complete list of all real property leased by Ikaria (each, Ikaria Leased Property).  Ikaria has valid leasehold interests in respect of all Ikaria Leased Property, free and clear of all Liens, except (i) Ikaria Permitted Liens and (ii) such Liens as are set forth in Section 6.6 of the Holdco/Ikaria Disclosure Schedule.  No material default by Ikaria or, to the Knowledge of Ikaria, the applicable landlord, exists under any lease Contract with respect to the Ikaria Leased Property, and each such lease Contract is legal, valid, binding and enforceable against Ikaria, and, to the Knowledge of Ikaria, enforceable against the other party or parties thereto, except in respect of the Enforceability Exceptions and other than as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Ikaria.

6.7                               Intellectual Property

(a)                                  For purposes of this Agreement, the term Ikaria Intellectual Property means Intellectual Property owned by Ikaria; and the term Ikaria Licensed-In Intellectual Property means all Intellectual Property licensed from other Persons by Ikaria.

(b)                                 Section 6.7(b) of the Holdco/Ikaria Disclosure Schedule contains a complete and accurate list of all the registered patents and patent applications, registered trademarks and trademark applications, registered service marks and applications therefor, registered trade names, internet domain names and applications therefor, registered copyrights and applications therefor, and, as applicable, all registered derivatives, divisions, continuations, continuations-in-part, extensions, reissues and renewals of all of the foregoing, in each case, that (i) are Ikaria Intellectual Property; or (ii) to the Knowledge of Ikaria, are Ikaria Licensed-In Intellectual Property that are material to the business operations of Ikaria.

(c)                                  Section 6.7(c) of the Holdco/Ikaria Disclosure Schedule identifies all Contracts to which Ikaria is a party relating to the Ikaria Intellectual Property and/or Ikaria Licensed-In Intellectual Property that is material to the business operations of Ikaria, whether owned or used by Ikaria (an Ikaria IP License Agreement).

(d)                                 All Ikaria Intellectual Property and, to the Knowledge of Ikaria, all Ikaria Licensed-In Intellectual Property that is set forth in Section 6.7(b) of the Holdco/Ikaria Disclosure Schedule is subsisting.  All Ikaria Intellectual Property is in compliance with all formal requirements necessary, and Ikaria has paid all maintenance and other fees and made all filings necessary, to keep such Ikaria Intellectual Property in force.  To the Knowledge of Ikaria, other than in relation to a decision to abandon any Ikaria Licensed-In Intellectual Property, there has been no material failure to pay any material necessary maintenance or other fee, or make any material necessary filings, to keep material Ikaria Licensed-In Intellectual Property (other than inventions that are not the subject of a registered patent or patent application) in force.

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(e)

(i)                                     (A) except as set forth in Section 6.7(e)(i) of the Holdco/Ikaria Disclosure Schedule, and (B) except as to claims of ownership and/or inventorship by Persons not currently or previously employed or retained by Ikaria, Ikaria is the sole owner of all right, title and interest in and to all Ikaria Intellectual Property free and clear of all Liens;

(ii)                                  Except as set forth in Section 6.7(e)(ii) of the Holdco/Ikaria Disclosure Schedule, there are no obligations, covenants or restrictions from third parties affecting in any material respect Ikaria’s use, disclosure, enforcement, transfer or licensing of the Ikaria Intellectual Property;

(iii)                               To the Knowledge of Ikaria, except as set forth in Section 6.7(e)(iii) of the Holdco/Ikaria Disclosure Schedule, Ikaria owns or has the right to use all Ikaria Intellectual Property and Ikaria Licensed-In Intellectual Property that is material to the operation of Ikaria as it is presently conducted free and clear of all Liens;

(iv)                              To the Knowledge of Ikaria, except as set forth in Section 6.7(e)(iv) of the Holdco/Ikaria Disclosure Schedule, there (A) is not and has not been any material infringement, misappropriation or other violation of any Ikaria Intellectual Property by a third party, and (B) are no presently known facts raising a likelihood of material infringement, misappropriation or other violation by Ikaria of the Intellectual Property of any third party, except, in each case, as would not have a Material Adverse Effect on Ikaria, individually or in the aggregate;

(v)                                 To the Knowledge of Ikaria, Ikaria has not, in the conduct of its business operations as have been conducted, and as are presently conducted, infringed, misappropriated, or violated any Intellectual Property of any third party.  No written infringement threat, allegation, or offer of license in respect thereof has been received by Ikaria that as of the date hereof, remains unresolved;

(vi)                              Ikaria has taken all reasonable steps to protect and maintain Ikaria Intellectual Property that is material to the business operations of Ikaria and to avoid infringement of the Intellectual Property of third parties;

(vii)                           Except as set forth in Section 6.7(e)(vii) of the Holdco/Ikaria Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not materially alter, impair or extinguish any rights in the Ikaria Intellectual Property or the Ikaria Licensed-In Intellectual Property;

(viii)                        With respect to: (A) U.S. Patent Application Ser. No. [**], to the Knowledge of Ikaria, the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Cancer Research Center has conducted a reasonable, good faith investigation as to the inventorship of this application and the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Cancer Research Center has formed a good faith belief that the inventorship of this application will be true and correct upon the addition of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ and that their prior omission occurred without deceptive intent, (B) U.S. Patent Application Ser. No. [**], to the Knowledge of Ikaria, the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Cancer Research Center has conducted a reasonable, good faith investigation as to the inventorship of this application and the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Cancer Research Center has formed a good faith belief that the inventorship of this application will be true and correct upon the addition of Blackstone, and (C) all other Ikaria Intellectual Property that is a patent or patent application, to the Knowledge of Ikaria none have a misjoinder or nonjoinder of inventorship problem; and

(ix)                                With respect to U.S. Patent Application Ser. No. [**] and the previously filed petition to revive (dated December 19, 2005), the University of California has subsequently filed a Communication to the Office of Petitions with the U.S. Patent & Trademark Office in which it has stated that the entire delay in filing the required reply from the due date for the reply until the filing of a grantable petition was unintentional.

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6.8                               Contracts

(a)                                  Except as set forth in Section 6.8(a) of the Holdco/Ikaria Disclosure Schedule and pursuant to the Ikaria IP License Agreements set forth in Section 6.7(c) of the Holdco/Ikaria Disclosure Schedule, Ikaria is not a party to or bound by any:

(i)                                     Contract providing for the employment of any individual with Ikaria;

(ii)                                  covenant not to compete or other covenant restricting the development, manufacture, marketing or distribution of the products and services of Ikaria that materially limits the conduct of its business;

(iii)                               Contract with any labor organization, union or other similar association;

(iv)                              Contract with Holdco, Purchaser, any Investor or any Affiliate of Holdco, Purchaser or any Investor, or, to the extent not included in this clause (iv), Affiliate of Ikaria;

(v)                                 Contract relating to the establishment of a joint venture or partnership;

(vi)                              Contract relating to an acquisition, divestiture, merger or similar transaction that has not been consummated, or that has been consummated but contains representations, covenants, indemnities or other obligations that are still in effect, other than the Ikaria Merger Agreement;

(vii)                           Contract that grants exclusivity rights to a sales representative, distributor, broker or similar person;

(viii)                        Contract not made in the ordinary course of business; or

(ix)                                Contract other than as described above to which Ikaria is a party or by which it or any of its assets or properties is bound or subject that if breached, terminated or not renewed, could have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ikaria.

The Contracts disclosed in Section 6.8(a) of the Holdco/Ikaria Disclosure Schedule and the Ikaria IP License Agreements referred to in Section 6.8(c) are collectively referred to herein as the Ikaria Contracts.

(b)                                 Except as set forth in Section 6.8(b) of the Holdco/Ikaria Disclosure Schedule, all Ikaria Contracts are valid, binding and in full force and effect and are enforceable by Ikaria immediately following the Closing in accordance with their terms, except for the Enforceability Exceptions and for such failures to be valid, binding, in full force and effect or enforceable that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect on Ikaria.  Copies of all Ikaria Contracts, together with all modifications and amendments thereto, have been made available to Seller.  Ikaria is not (with or without the lapse of time or the giving of notice, or both) in breach or default of or under any Ikaria Contract and, to the Knowledge of Ikaria, no other party to any such Ikaria Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder, except for breaches and defaults that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Ikaria.  None of Holdco, Purchaser, any Investor or Ikaria has received any written notice of the intention of any Person to terminate, nor has there been any termination of, any Ikaria Contract, except for such notices and terminations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Ikaria.

6.9                               Personal Property

Each material item of personal property (which term does not include, for the avoidance of doubt, Intellectual Property) of Ikaria is in good working order (ordinary wear and tear excepted), is free from any material defect and has been maintained in all material respects in accordance with the past practice of Ikaria.

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6.10                        Permits

Except as set forth in Section 6.10 of the Holdco/Ikaria Disclosure Schedule:

(a)                                  All material certificates, licenses, permits, authorizations and approvals from Governmental Entities issued or granted to Ikaria (collectively, Ikaria Permits) including Ikaria Product Permits, are validly held by Ikaria, are in full force and effect in all material respects and Ikaria has complied, in all material respects, with the terms and conditions thereof.  There are no material certificates, licenses, permits, authorizations or approvals from United States or Canadian Governmental Entities that are necessary for the conduct of Ikaria’s business as currently conducted, other than the Ikaria Permits.

(b)                                 Ikaria is in material compliance with the respective requirements, conditions and provisions of all Ikaria Permits relating to the manufacture, distribution or sale of any FDA Regulated Product (collectively, Ikaria Product Permits) and Ikaria has not received written notification from any Governmental Entity of any material deficiency with respect to any Ikaria Product Permit, nor is any Proceeding pending or, to the Knowledge of Ikaria, threatened, that seeks to revoke or amend any of such Ikaria Product Permits.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a revocation, suspension or material limitation, modification or impairment of any Ikaria Product Permit.  No Ikaria Product Permit by its terms requires the consent of its issuing authority in order to remain in full force and effect as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

6.11                        Insurance

As of the date hereof, Ikaria maintains policies of fire and casualty, general liability and other forms of insurance in such amounts, with such deductibles and against such risks and losses as are, in Ikaria’s judgment, reasonable for the business operations and for the assets and properties of Ikaria.

6.12                        Taxes

(a)                                  Except as set forth in Section 6.12(a) of the Holdco/Ikaria Disclosure Schedule, (i) Ikaria has filed or caused to be filed in a timely manner (within any applicable extension periods) all material Tax Returns required to be filed by Applicable Law, (ii) all such Tax Returns are correct and complete in all material respects, (iii) all material Taxes due and payable by Ikaria have been timely paid in full or will be timely paid in full by the due date thereof and (iv) Ikaria has, in accordance with Applicable Law, withheld and paid all material Taxes that it was required to withhold or pay in connection with any amounts paid or owing to any employee, independent contractor, creditor or other third party.

(b)                                 Ikaria is not a party to or bound by any Contract relating, in whole or in part, to the sharing of or responsibility for Taxes that will remain in effect, or with respect to which Ikaria will have any obligation to make any payments, subsequent to the Closing.

(c)                                  Except as set forth in Section 6.12(c) of the Holdco/Ikaria Disclosure Schedule:  (i) no written notice of deficiency or assessment with respect to Taxes of Ikaria has been received by Ikaria and (ii) no audit or other proceeding with respect to Taxes of Ikaria as notified in writing to Ikaria by any Taxing Authority is pending, or to the Knowledge of Ikaria, threatened.

(d)                                 Copies of all material Tax Returns of Ikaria relating to Taxes for all taxable periods for which the applicable statute of limitations has not yet expired have been made available to Seller for inspection.

6.13                        Proceedings and Judgments

(a)                                  Except as set forth in Section 6.13(a) of the Holdco/Ikaria Disclosure Schedule, as of the date hereof, there is no pending or, to the Knowledge of Ikaria, threatened Proceeding with respect to which Ikaria is a party

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and that, if adversely determined, is (individually or in the aggregate) reasonably likely to result in a Material Adverse Effect on Ikaria.

(b)                                 Except as set forth in Section 6.13(b) of the Holdco/Ikaria Disclosure Schedule, as of the date hereof, Ikaria has not received written notification of any pending investigation of Ikaria by any Governmental Entity.

(c)                                  Except as set forth in Section 6.13(c) of the Holdco/Ikaria Disclosure Schedule, Ikaria is not a party or, to the Knowledge of Ikaria, subject to or in default under any Judgment, other than for such Judgments that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect on Ikaria.

6.14                        Benefit Plans

(a)                                  True and complete copies of each Ikaria Benefit Plan have been made available to Seller.  Section 6.14(a) of the Holdco/Ikaria Disclosure Schedule sets forth the name of each material Ikaria Benefit Plan.

(b)                                 Each Ikaria Benefit Plan has been administered in all material respects in accordance with its terms.  Ikaria and all the Ikaria Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA, the Code (including Section 409A of the Code to the extent such arrangements are subject to Section 409A of the Code) and all other Applicable Laws.  All Ikaria service providers have been properly classified as employees or independent contractors for the purposes of employment Taxes, Ikaria Benefit Plan participation, and all other Purposes under Applicable Law.  All reports, returns and similar documents with respect to the Ikaria Benefit Plans required to be filed with any Governmental Entity or distributed to any Ikaria Benefit Plan participant have been, in all material respects, timely filed or distributed and all reports, returns and similar documents actually filed or distributed were correct in all material respects.

(c)                                  Except as set forth in Section 6.14(c) of the Holdco/Ikaria Disclosure Schedule, all contributions to, and payments from, the Ikaria Benefit Plans that may have been required to be made in accordance with the terms of the Ikaria Benefit Plans, any applicable collective bargaining agreement and, when applicable, Section 302 of ERISA or Section 412 of the Code, have been timely made.

(d)                                 None of the Ikaria Benefit Plans is a “multiemployer plan” as such term is defined in Section 3(37) of ERISA.  Each Ikaria Benefit Plan which is intended to be qualified under Section 401(a) of the Code is so qualified.  No liability under Title IV of ERISA (other than PBGC premiums due and timely paid in the ordinary course) has been or could reasonably be expected to be incurred by Ikaria.

(e)                                  Except as set forth in Section 6.14(e) of the Holdco/Ikaria Disclosure Schedule, the execution and delivery of, and performance of the transactions contemplated in, this Agreement will not either alone or in connection with another event (1) constitute an event under any Ikaria Benefit Plan or loan to an employee or independent contractor of Ikaria that will result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or independent contractor of Ikaria or (2) result in the triggering or imposition of any restrictions or limitations on the right of Ikaria to amend or terminate any Ikaria Benefit Plan (or result in any adverse consequence for any such action).

(f)                                    Except as set forth in Section 6.14(f) of the Holdco/Ikaria Disclosure Schedule, no payment or benefit that will or may be made by Ikaria or any of its Affiliates, or under any Ikaria Benefit Plan (as in effect as of the Closing), will be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(l) of the Code.

6.15                        Compliance with Applicable Laws

Except as set forth in Section 6.15 of the Holdco/Ikaria Disclosure Schedule, Ikaria is in compliance with all Applicable Laws, except for instances of noncompliance that, individually or in the aggregate, have not had, and

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could not reasonably be expected to have, a Material Adverse Effect on Ikaria.  Except as set forth in Section 6.15 of the Holdco/Ikaria Disclosure Schedule, since December 31, 2005, none of Holdco, Purchaser, any Investor or Ikaria has received any written communication from any Person that alleges that Ikaria is not in compliance with any Applicable Law where such noncompliance could have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ikaria.

6.16                        Employee and Labor Matters

Except as set forth in Section 6.16 of the Holdco/Ikaria Disclosure Schedule: (a) there is not currently any, and since December 31, 2005, there has not been any labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of Ikaria, threatened, against Ikaria and (b) no employees of Ikaria are covered by a collective bargaining agreement or similar Contract.

6.17                        Environmental Matters

Except as set forth in Section 6.17 of the Holdco/Ikaria Disclosure Schedule:

(a)                                  The Ikaria Leased Property and, to the Knowledge of Ikaria, any real property formerly owned, leased or operated by Ikaria, are free of any Hazardous Substances in violation of, or requiring investigation, remediation or other response action pursuant to, Environmental Law, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Ikaria.

(b)                                 To the Knowledge of Ikaria, there are no past or present conditions, events, or circumstances that could reasonably be expected to (i) interfere with or prevent continued compliance by Ikaria with Environmental Laws or (ii) give rise to any liability or other obligation of Ikaria under any Environmental Laws, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Ikaria.

(c)                                  Ikaria has made available to Seller true and complete copies and results of any material written reports, studies, site assessments, tests, or monitoring possessed or initiated by Ikaria pertaining to Hazardous Substances (i) at, on, about, under or within any (A) Ikaria Leased Property or (B) real property formerly owned, leased or operated by Ikaria where Ikaria is or may reasonably be held responsible under Environmental Laws or (ii) concerning compliance by Ikaria or any other Person for whose conduct Ikaria is or may reasonably be held responsible under Environmental Laws.

6.18                        Transactions with Affiliates

Except as set forth on Section 6.18 of the Holdco/Ikaria Disclosure Schedule and as contemplated by this Agreement and the Ancillary Agreements, none of the Ikaria Contracts set forth on Section 6.8(a)(iv) of the Holdco/Ikaria Disclosure Schedule will continue in effect subsequent to the Closing.  Except as set forth on Section 6.8(a)(i) or Section 6.18 of the Holdco/Ikaria Disclosure Schedule, no current or former, director, officer or employee of Holdco, Purchaser, any Investor, or any Affiliate of Holdco, Purchaser, any Investor or Ikaria, is currently, or since December 31, 2005, has been, a party to any Contract with Ikaria, other than, in the case of such Person, ordinary course employment and benefit agreements entered into in connection with any such Person’s duties as a director, officer or employee of the Company.

6.19                        Food and Drug Safety Matters

(a)                                  Ikaria is in compliance in all material respects with the FDA Law applicable to the research and pre-clinical development and manufacture of its FDA Regulated Ikaria Products and services and the operation or conduct of, or ownership of the property relating to, its business as currently conducted.

(b)                                 Ikaria has not received notice of, and is not, to the Knowledge of Ikaria, subject to, any adverse inspection, finding of deficiency, finding of non-compliance, investigation, penalty, fine, sanction, assessment, request for corrective or remedial action, audit, or other compliance or enforcement action, relating to any FDA

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Regulated Ikaria Product or to the facilities in which any FDA Regulated Ikaria Product is manufactured or handled, by the FDA.

(c)                                  Ikaria has obtained all material approvals (including animal research approvals), registrations and authorizations from and has maintained or procured all records, studies and other documentation needed to reasonably satisfy and demonstrate compliance in all material respects with the requirements of the FDA for their current and past research and development and business activities relating to FDA Regulated Ikaria Products.

(d)                                 Except to the extent that the statements therein are made by or in reliance on data or information provided by any Section 6.19 Third Person (as to which no warranty in respect thereof is made by this Section 6.19(d)), Ikaria has not made any material false statement in, or material omission from, the applications, approvals, reports, or other submissions to the FDA or in or from any other records and documentation prepared or maintained to comply with the requirements of the FDA relating to any FDA Regulated Ikaria Product.

(e)                                  To the Knowledge of Ikaria, no third Person, contractor, investigator, or researcher employed or retained by Ikaria or otherwise acting on behalf of Ikaria (any such Person, a Section 6.19 Third Person) has made any material false statement in, or material omission from, any report, study or other documentation prepared in conjunction with the applications, approvals, reports, or records submitted to or prepared for the FDA relating to any FDA Regulated Ikaria Product.

(f)                                    Ikaria has not made or offered any payment, gratuity, or other thing of value that is prohibited by Applicable Law to personnel of the FDA in connection with the approval or regulatory status of FDA Regulated Ikaria Products or the facilities in which FDA Regulated Ikaria Products are manufactured or handled.

(g)                                 Ikaria has made available to Seller accurate results and complete data relating to all current and past animal experiments performed by, on behalf of or relied upon by Ikaria with respect to any FDA Regulated Ikaria Products, and, to the Knowledge of Ikaria, such animal experiments have been and are being conducted in compliance, in all material respects, with Applicable Law.

6.20                        No Knowledge of Misrepresentation or Omission

As of the date of this Agreement, none of Holdco, Purchaser or Ikaria has any Knowledge that the representations and warranties of Seller made in this Agreement are not true and correct, in all material respects.  None of Holdco, Purchaser or Ikaria has any Knowledge of any material errors in, or material omissions from, any disclosure contained in the Company Disclosure Schedule.

7.             COVENANTS

7.1                               Conduct of Business of the Company

Except as required or permitted by the terms hereof, and except for the matters set forth in Section 7.1 of the Company Disclosure Schedule, from the date of this Agreement through the Closing, Seller shall cause the business of the Company to be conducted in all material respects in the ordinary course of business.  In addition (and without limiting the generality of the foregoing), except as required or permitted by the terms hereof and except as set forth in Section 7.1 of the Company Disclosure Schedule, Seller shall not cause the Company to, without the prior written consent of Purchaser (which consent may be granted orally, and confirmed via email communication, and in this regard, Purchaser nominates ▇▇▇▇ ▇▇▇▇▇ (email address:  ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) as the individual to receive requests for consent on its behalf, and further agrees that such nominee shall respond to any such request for consent within 3 Business Days of receiving such request), such consent not to be unreasonably withheld, delayed or conditioned:

(a)                                  amend or otherwise modify its Governing Documents;

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(b)                                 reclassify, combine, split, subdivide or otherwise amend the terms of, or redeem, repurchase or otherwise acquire, directly or indirectly, any of its outstanding equity interests;

(c)                                  issue (or authorize the issuance of) any equity interests (or any securities convertible into, or exchangeable or exercisable for, any equity interests);

(d)                                 sell, transfer, lease, license or otherwise dispose of any of the Company’s real property, material personal property, material Intellectual Property or other material asset (other than the sale of inventory in the ordinary course of the Company’s business);

(e)                                  make any change with respect to Company’s accounting practices, policies, principles, methods or procedures, other than as required by GAAP or Applicable Law;

(f)                                    make any Tax election or settle or compromise any Tax liability;

(g)                                 (i) terminate, cancel, make any material amendment or modification to or request any material modification or amendment to, or agree to any of the foregoing in respect of, any Company Contract, or (ii) enter into any Contract that would, if entered into as of the date hereof, be a Company Contract;

(h)                                 waive, release or assign any material rights or claims or settle any material Proceeding;

(i)                                     acquire, or agree to acquire, whether by merger, stock acquisition or asset acquisition, any interest in any Person that is not an individual, or any material business or division thereof, other than purchases of goods and supplies in the ordinary course of business;

(j)                                     create any Subsidiaries or alter (through merger, liquidation, reorganization, restructuring or otherwise) the capital structure of the Company;

(k)                                  grant any increase in compensation or benefits (including severance or termination payments), or otherwise increase the compensation or benefits payable, or to become payable, to any director or employee of the Company, in excess of $25,000 in any individual case, and $250,000 in the aggregate to all directors and employees, or adopt any new or amend in any material respect any existing Benefit Plan (or any plan that would be a Benefit Plan if so adopted or amended), in each case, other than pursuant to the terms of Contracts in effect on the date of this Agreement or as otherwise disclosed on the Company Disclosure Schedule;

(l)                                     permit any insurance policy naming it as a beneficiary or a loss payable payee to be canceled or terminated at any time prior to the Closing Date without notice to Purchaser, except policies which are replaced without material diminution of or gaps in coverage (it being agreed and understood that following the Closing any coverage (including product liability coverage for claims made related to products of the Company produced prior to the Closing) so provided by Seller or any member of Seller’s Group shall terminate));

(m)                               make any loan to any officer, director, consultant or employee of the Company (other than advances to such officers, directors, consultants and employees in the ordinary course of business in connection with salary, wages, travel and travel-related expenses or other customary expenses), in a principal amount in excess of $250,000 in the aggregate;

(n)                                 pay any dividends to Seller or make any distributions to Seller after the close of business on the day immediately preceding the Closing (it being agreed and understood that (i) Seller shall be permitted, in accordance with Section 2.1(e), to cause the Company to distribute all Cash to Seller on or prior to the day immediately preceding the Closing and (ii) any Cash not so distributed shall remain the property of Seller as set forth in Section 2.1(e)).

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(o)                                 grant, incur, assume or otherwise suffer to exist any Lien other than (i) a Permitted Lien and (ii) in respect only of Liens that are suffered to exist, other than Liens that could not reasonably be expected to materially impair the Debt Financing;

(p)                                 enter into any Contract, other than in the ordinary course of business consistent with past practice; or

(q)                                 authorize or make any commitment to do any of the foregoing.

7.2                               Conduct of Business of Ikaria

Except as required or permitted by the terms hereof, and except for the matters set forth in Section 7.2 of the Holdco/Ikaria Disclosure Schedule, from the date of this Agreement through the Closing, Ikaria shall cause its business to be conducted in all material respects in the ordinary course of business (including not transferring any material Intellectual Property), and any failure thereof shall require the prior written consent of Seller (which consent may be granted orally, and confirmed via email communication, and in this regard, Seller nominates ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (email address: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇▇▇-▇▇▇.▇▇▇) as the individual to receive requests for consent on its behalf, and further agrees that such nominee shall respond to any such request for consent within 3 Business Days of receiving such request).

7.3                               Director and Officer Indemnification and Insurance Matters

The provisions with respect to immunities and indemnification that are set forth in the Company’s present Governing Documents in effect on the date hereof shall survive the Acquisition, and shall not be amended, repealed or otherwise modified in any manner that would affect adversely the rights thereunder of individuals who at or at any time prior to the Closing Date were directors, officers, employees or agents of the Company.  On the Closing Date, the Purchaser shall, through the acquisition of a tail coverage insurance policy with coverage to extend for six years from the Closing Date, provide the Company’s directors and officers with the same coverage as the directors’ and officers’ liability and fiduciary liability insurance policies currently maintained by or on behalf of the Company; provided that Purchaser shall be required to provide only such a tail coverage insurance policy as shall be available for a premium of $100,000.  The provisions of this Section 7.3 are (i) intended to be for the express benefit of, and will be enforceable by, each of the indemnified and insured Persons as express third-party beneficiaries of the provisions of this Section 7.3 and (ii) in addition to, and not as substitution for, any other rights to indemnification or contribution that any such Person may have (whether by Contract or otherwise).

7.4                               Access to Information

To the extent permitted by Applicable Law, Seller shall cause the Company to afford to Purchaser and Holdco and the joint lead arrangers in the Debt Financing (and their advisors), and Ikaria shall afford to Seller, in each case, together with each of their respective accountants, counsel and other advisers, reasonable access, upon reasonable notice during normal business hours during the period prior to the Closing, to the senior executives and the books and records of the Company and Ikaria, respectively; provided that such access does not unreasonably disrupt the normal business operations of the Company or Ikaria, respectively.

7.5                               Confidentiality

(a)                                  Each of Holdco and Purchaser acknowledges that the information being provided to it in connection with the Acquisition and the consummation of the other transactions contemplated hereby is subject to the terms of a confidentiality agreement between New Mountain Capital, LLC and the Seller Guarantor dated as of May 5, 2006 (the Confidentiality Agreement), the terms relating to the non-disclosure and other limitations on use of such information of which are hereby incorporated herein by reference.  Effective upon, but only upon, the Closing Date, the Confidentiality Agreement and the confidentiality obligations imposed by this Section 7.5(a) shall terminate, but solely with respect to information relating to the Company, it being agreed and understood that any and all other information provided by Seller or Seller’s representatives shall remain subject to the terms and conditions of the Confidentiality Agreement after the Closing Date.

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(b)                                 Seller acknowledges that the information being provided to it in connection with the Acquisition and the consummation of the other transactions contemplated hereby is subject to the terms of a confidentiality agreement between the Seller Guarantor and Ikaria dated as of October 4, 2006 (the Ikaria Confidentiality Agreement), the terms relating to the non-disclosure and other limitations on use of such information of which are hereby incorporated herein by reference.

(c)                                  For a period of [**] years following the Closing in respect of technical data and information (including relating to Intellectual Property), and [**] years following the Closing in respect of all other matters, Seller shall keep confidential all non-public and proprietary information relating to the Company, Ikaria and Holdco, except: (i) as necessary or advisable to comply with Applicable Law or to comply with applicable rules and regulations of any securities exchange on which securities of any controlling Affiliate of Seller are listed (including, for the avoidance of doubt, any public offering of securities contemplated by Section 2 of the Investor Stockholders Agreement), or at the request of any Governmental Entity, but only after Seller gives Purchaser reasonable prior written notice of such request or requirement so that Purchaser may seek a protective order or other remedy to prevent or limit such disclosure, (ii) in connection with any Proceedings, including any Proceeding relating to the Acquisition or this Agreement (provided that Seller shall give Purchaser reasonable prior written notice of any such proposed disclosure, so that Purchaser may seek a protective order or other remedy to prevent or limit such disclosure), (iii) in connection with any public release or announcement permitted under Section 7.11, (iv) as necessary to obtain the consent of any third parties in connection with the Acquisition, (v) for information that is available to the public on the Closing Date or that thereafter becomes available to the public other than as a result of a breach of this Section 7.5(c) and (vi) to the extent reasonably required by Seller or any members of Seller’s Group to conduct the business operations of Seller and/or members of Seller’s Group following the Closing as contemplated by the Commercial and IP Agreements, but subject to the provisions thereof.

(d)                                 Notwithstanding anything to the contrary herein or in the Confidentiality Agreement or the Ikaria Confidentiality Agreement:  (i) each Party hereby authorizes every other Party (and each employee, representative or other agent of every other Party) to disclose to any and all Persons the U.S. federal income Tax treatment and Tax structure of the Acquisition and all materials of any kind (including opinions or other tax analyses) that are provided to such Party related to such Tax treatment and Tax structure.

7.6                               Reasonable Best Efforts; Applicable Competition Laws; Consents

(a)                                  Subject to the requirements of Section 7.6(b), and otherwise on the terms and subject to the conditions of this Agreement, each of Seller and Purchaser shall use its reasonable best efforts to cause the Closing to occur, as promptly as practicable.  Without limiting the foregoing (but otherwise on the terms and subject to the conditions of this Agreement), the Parties shall consult and cooperate with and provide reasonable assistance to the other in obtaining all required or advisable consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permission from, or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity other than Governmental Entities under Applicable Competition Laws, as to which Section 7.6(b) shall govern the rights and obligations of the Parties.  Prior to making any application or material written communication to or filing with any such Governmental Entity, each Party shall provide the other Parties with drafts thereof and afford the other Parties a reasonable opportunity to comment thereon.  In accordance with and subject to the terms of the Ikaria Merger Agreement, each of Holdco and Ikaria shall use their reasonable best efforts to cause the Ikaria Merger to occur, immediately prior to the Closing.

(b)                                 Each of Seller and Purchaser shall, as promptly as practicable (but in no event later than 10 Business Days following the execution and delivery of this Agreement (or, if not a Business Day in the jurisdiction at issue, on the next such Business Day)), and shall cause their respective Affiliates to, take all steps necessary and appropriate (including filing with the U.S. Federal Trade Commission and the U.S. Department of Justice the notification and report form, if any, required for the transactions contemplated hereby) to obtain the consents, approvals or actions from all Governmental Entities under all Applicable Competition Laws (as defined below) required in connection with the consummation of the transactions contemplated hereby, which filings (and any supplemental material filed in connection therewith) shall be

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in compliance with the requirements of Applicable Law related thereto.  As used herein, the term Applicable Competition Laws means all Applicable Laws relating to or regulating fair competition, antitrust, monopolies or other similar matters (including the HSR Act and similar notification laws in other jurisdictions).  Seller and Purchaser shall seek early termination of any waiting period under the HSR Act.  To the extent permitted under Applicable Law, each of Seller and Purchaser shall (i) provide all supplemental information which is requested from time to time by any Governmental Entity in respect of which the filings and submissions in the first sentence of this Section 7.6(b) were made, and comply promptly with any other inquiry or request by such a Governmental Entity and (ii) furnish to the other (A) such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary or desirable in connection with the filings and submissions to be made pursuant to the first sentence of this Section 7.6(b), (B) copies of appropriate portions of all filings (and written communications made in connection therewith) made pursuant to the first sentence of this Section 7.6(b) and (C) such other necessary information and such other reasonable assistance as the other may request in order to respond to a request for information from any such Governmental Entity.  Seller and Purchaser shall keep each other fully apprised of the status of any communications with, and any inquiries or requests for additional information from, any of the Governmental Entities in respect of which the filings and submissions in the first sentence of this Section 7.6(b) were made, and shall, subject to this Section 7.6(b), comply promptly with any such inquiry or request.  Subject to the following sentence, the Parties shall take all actions necessary or appropriate to cause the prompt expiration or termination of any applicable waiting period under the HSR Act and to otherwise obtain all clearances required by any of the Governmental Entities in respect of which the filings in the first sentence of this Section 7.6(b) were made for the consummation of the transactions contemplated by this Agreement, including complying as promptly as practicable with any requests for additional information.  Without limiting the generality of the foregoing, if it is necessary in order to terminate any waiting period under the HSR Act, to otherwise obtain any clearance required by any of such Governmental Entities or to otherwise permit the Closing to take place, each of Holdco, Purchaser and Ikaria agrees to (i) use its best efforts to divest any assets or to hold such assets separate pending such divestiture, (ii) enter into one or more consent decrees (or similar Contracts) requiring it to use its best efforts to divest such assets and (iii) take such further action in connection therewith as may be necessary to enable the Closing to take place as promptly as practicable.

(c)                                  Prior to the Closing and (to the extent not obtained prior to the Closing) for a period of [**] months thereafter, each of Seller, Holdco, Purchaser and Ikaria shall, and Seller (prior to the Closing) and Holdco and Purchaser (following the Closing) shall cause the Company to, use its reasonable best efforts (at its own expense) to obtain, and to cooperate in obtaining, all required or advisable consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permission from, or action by, and giving all necessary notices to, Persons other than Governmental Entities necessary or appropriate to permit the consummation of the Acquisition and the transactions contemplated by the Ancillary Agreements (other than the MGH Sub-License Agreement, the MGH Assignment Agreement and the MGH Partial Assignment Agreement, as to which Section 7.6(d) shall govern the rights and obligations of the Parties); provided that no such Party shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent or approval may be required (other than nominal filing or application fees).  Holdco, Purchaser and Ikaria each acknowledge that certain consents, approvals and waivers with respect to the transactions contemplated by this Agreement and the Ancillary Agreements may be required from parties to the Contracts listed on the Company Disclosure Schedule, and that such consents, approvals and waivers may not have been obtained as of the Closing Date.  So long as Seller and Seller Guarantor have complied with the provisions of the first sentence of this Section 7.6(c), neither Seller nor the Seller Guarantor shall have any liability whatsoever to Holdco, Purchaser or Ikaria arising out of or relating to the failure to obtain any consents, approvals or waivers that may be required in connection with the transactions contemplated by this Agreement or the Ancillary Agreements or because of the termination of any Contract as a result thereof; provided that each of Holdco, Purchaser and Ikaria acknowledges that no representation, warranty or covenant of Seller or the Seller Guarantor contained herein shall be breached or deemed breached, and that no condition shall be deemed not satisfied, solely as a result of (i) the failure to obtain any such consent, approval or waiver and (ii) any such termination; and provided further that nothing in this clause (c) shall relieve Seller from any breach of the representations and warranties of Seller in Section 4.3 Notwithstanding the foregoing, in the event any

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consent, approval or waiver contemplated by this Section 7.6(c) is not obtained (subject to compliance with the other provisions of this Section 7.6(c)), the Parties shall cooperate in a mutually agreeable arrangement under which the benefits and obligations of the applicable Contracts are obtained and assumed by the Person who would have the benefit thereof if the consent, approval or waiver contemplated hereunder had been obtained, in accordance with this Agreement and the Ancillary Agreements (including sub-contracting, sub-licensing, or sub-leasing, or other equitable arrangements), and in such event, the Party who has retained the benefit of the Contract will promptly pay to Party who would have received the benefit thereof when received all monies received by such Party under such Contract or any claim or right or any benefit arising thereunder.

(d)                                 Prior to the Closing, each of the Parties shall (and Seller and Seller Guarantor shall cause each of AGA and the Company to) use its respective reasonable best efforts (at its own expense) to obtain, and to cooperate in obtaining, the consent or approval of MGH to the terms of the MGH Assignment Agreement and the MGH Sub-License Agreement; provided that no such Party shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) MGH or its nominees in order to obtain such consent or approval.  Holdco, Purchaser and Ikaria each acknowledge that, in the event by the date five (5) Business Days prior to the Closing:

(i)                                     MGH has given its consent or approval to the MGH Assignment Agreement and signed the MGH Sub-License Agreement, then such agreements (and not the MGH Partial Assignment Agreement) shall form part of the IP Transfer Agreements, as defined herein, and shall be entered into at the Closing in accordance with this Agreement and, in these circumstances, the MGH Partial Assignment Agreement shall be deemed removed from Exhibit A; or

(ii)                                  MGH has not given its consent or approval to the MGH Assignment Agreement and has not signed the MGH Sub-License agreement, then neither of such agreements, but instead the MGH Partial Assignment Agreement, shall form part of the IP Transfer Agreements, as defined herein, and the MGH Partial Assignment Agreement shall be entered into at the Closing in accordance with this Agreement and, in these circumstances, the MGH Assignment Agreement and the MGH Sub-License shall be deemed removed from Exhibit A.

So long as Seller and Seller Guarantor have complied with the provisions of the first sentence of this Section 7.6(d), neither Seller nor the Seller Guarantor shall have any liability whatsoever to Holdco, Purchaser or Ikaria arising out of or relating to the failure to obtain MGH’s consent or approval or the failure to enter into the MGH Assignment Agreement and the MGH Sub-License Agreement as a result thereof; provided that each of Holdco, Purchaser and Ikaria acknowledges that no representation, warranty or covenant of Seller or the Seller Guarantor contained herein shall be breached or deemed breached, and that no condition shall be deemed not satisfied, solely as a result of (i) the failure to obtain the consent or approval of MGH and (ii) any such failure to enter into the MGH Assignment Agreement and/or the MGH Sub-License Agreement; and provided further that nothing in this clause (d) shall relieve Seller from any breach of the representations and warranties of Seller in Section 4.3.

(e)                                  Notwithstanding the provisions of Section 7.6(d), in the event MGH’s consent or approval contemplated by Section 7.6(d) is not obtained by the date five (5) Business Days prior to the Closing (subject to compliance with the other provisions of Section 7.6(d)), each of Seller, Holdco, Purchaser and Ikaria shall, and Holdco and Purchaser shall cause the Company to, use (or continue to use) its reasonable best efforts (at its own cost) for a period of [**] months following the Closing, to obtain, and to cooperate in obtaining, the consent or approval of MGH to the terms of the MGH Assignment Agreement and the MGH Sub-License Agreement on the terms set forth in Section 7.6(d).  In the event that such consent or approval is obtained and the MGH Sub-License Agreement is signed by MGH during the period five (5) Business Days prior to the Closing or within [**] months after the Closing, the Seller Guarantor shall cause AGA, and Holdco and the Purchaser shall cause the Company, to terminate the MGH Partial Assignment Agreement and enter into the MGH Assignment Agreement and MGH Sub-License Agreement.

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7.7                               Expenses; Transfer Taxes

(a)                                  Except as set forth in Sections 2.4, 7.7(b), 7.7(c) and Section 10, whether or not the Closing takes place, all costs and expenses incurred in connection with this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby shall be paid by the Party incurring such expense, including all costs and expenses incurred pursuant to Section 7.6.  Without limiting the generality of the foregoing, Seller shall, to the extent not otherwise paid out of Cash, be responsible for and shall pay all third party out-of-pocket expenses incurred by the Company (if any) in connection with the auction and sale of the Company.

(b)                                 All Transfer Taxes arising as a result of the transfer of the Interests shall be borne by Purchaser and all Transfer Taxes arising out of the issue by Holdco and purchase by Seller of the Holdco Shares shall be borne by Seller.  Each of Seller and Purchaser shall use its reasonable best efforts to avail itself of any available exemptions from any such Taxes or fees, and to cooperate with each other in providing any information and documentation that may be necessary to obtain such exemptions.  For the avoidance of doubt, the Parties agree that Transfer Taxes shall not include Taxes measured by reference to income or gain (which, in the case of such Taxes of Seller, shall not be borne by Purchaser, Holdco or the Company, and in the case of such Taxes of Purchaser, Holdco, Ikaria or the Investors, shall not be borne by Seller or any member of Seller’s Group).

(c)                                  In the event that the Closing takes place, all of the fees, costs and expenses incurred by the Investors in connection with this Agreement, the Ikaria Merger and the transactions contemplated hereby and thereby (including fees, costs and expenses related to the financing of the Acquisition whether pursuant to the debt instruments entered into pursuant to the Debt Commitment Letters, the Equity Financing Agreement or otherwise), shall be paid by Holdco to the extent the Investors so request; provided that in the event Holdco is required to pay amounts in excess of $[**] in the aggregate, Holdco shall give prompt written notice thereof to Seller (including the amount of such excess and the Person to whom it is to be paid) and shall concurrently with paying any such excess, pay to Seller an amount equal to [**]% of such excess (to the extent that the Cash Purchase Price has not been increased in respect of such amounts).

7.8                               Employee Matters

(a)                                  Effective as of the Closing Date and except for the Company Employee Amounts, as otherwise specified in this Section 7.8 or as set forth on the Statement, Seller (or an Affiliate of Seller, at the direction of Seller) shall assume all monetary liabilities and monetary obligations of the Company actually incurred prior to the Closing Date and relating to the period of time prior to the Closing Date, and not otherwise paid out of Cash (other than any such monetary liabilities and monetary obligations arising as a result of actions or omissions on the part of any of Holdco, Purchaser, Ikaria, any Investor or any of their respective Affiliates (including by virtue of any breach of this Section 7.8 or any amendment or modification to any Contract, Pension Plan, Welfare Plan or other employee benefit plan)) in respect of the employment, termination of employment, compensation or employee benefits of any current employee of the Company, including employees on vacation, disability, or leave of absence (each such employee, a Company Employee), and former employees of the Company, it being agreed and understood that: (i) the Company shall remain responsible for, and Seller shall not assume (nor shall Seller direct any Affiliate to assume), any liabilities or obligations related to the Company Employee Amounts and (ii) no liability or obligation shall otherwise be assumed by Seller (or an Affiliate of Seller) hereunder to the extent that the amounts related to such liability have been included as a deduction in the calculation of the Cash Purchase Price under Section 2.4 and the $[**] threshold referred to in Section 2.4(b) has been exceeded.  Without limiting the generality of the foregoing: (x) any payments to be made by the Company pursuant to the Company’s Long Term Incentive Plan the liability for which has not actually been incurred prior to the Closing Date (including units that vest and become payable at any time on or after the Closing Date) shall remain the liability and obligation of the Company, (y) any employment agreements between the Company and Company Employees shall remain the liability and obligation of the Company, except to the extent of any monetary liability actually incurred under such agreements prior to the Closing Date (including earned but unpaid salary) and (z) any liabilities that are not actual liabilities as of the Closing Date but become actual liabilities subsequent to the Closing Date shall not be included in the first sentence of this Section 7.8(a),

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notwithstanding the fact that the facts or other matters underlying such liability relate to the period of time before the Closing.  A list of all Company Employees as of a date no more than 30 days before the date hereof has been made available to Purchaser.  Seller shall, at least 5 Business Days prior to Closing, provide Purchaser with a schedule of the Company Employee Amounts (the Scheduled Company Employee Amounts).

(b)                                 For the period of [**] months following the Closing Date, the Company shall not terminate the employment of any Company Employee (except in the case of (i) willful or gross misconduct by a Company Employee that is materially detrimental to the Company, (ii) acts of personal dishonesty or fraud by the Company Employee toward the Company or (iii) a Company Employee’s conviction of a felony), and, for a period of [**] following the Closing Date (or such shorter time as such Company Employee may be employed by the Company), Purchaser shall provide (or cause the Company or another Affiliate to provide) each Company Employee with cash compensation and severance benefits that are at least comparable to those in place immediately prior to the Closing Date and retirement health and other employee benefits that are at least substantially comparable, in the aggregate, to the benefits received by such Company Employee immediately prior to the Closing Date (other than in respect of defined benefit pension benefits and equity-based compensation).  Notwithstanding the foregoing, in no event shall such Company Employees receive employee benefits that are less than comparable to the benefits provided to similarly situated employees of Purchaser or its Affiliates.

(c)                                  Purchaser and its Affiliates shall recognize each Company Employee’s service with Seller, the Company, and their Affiliates prior to the Closing Date as service with Purchaser and its Affiliates for purposes of eligibility to participate and vesting (but not accrual of benefits or determination of the level of benefits) in connection with any Pension Plan, Welfare Plan, and other employee benefit plan (including vacations and holidays) maintained by Purchaser and its Affiliates in which such Company Employee participates and which is made available following the Closing Date by Purchaser and its Affiliates, to the extent such service is credited for such purposes by Seller and its Affiliates as of the date of the Closing.  Subject to obtaining the consent or approval of any Person, which Holdco, Purchaser and Ikaria shall use their respective reasonable best efforts to obtain, Purchaser shall cause all applicable Welfare Plans of Purchaser and its Affiliates in which Company Employees commence to participate following the Closing Date, to the extent not prohibited by Applicable Law, to waive any pre-existing condition limitation, exclusion or waiting period for Company Employees and their dependents, to the same extent such limitations, exclusions or waiting periods were satisfied, covered or waived under similar Seller or Company plans.  In addition, Purchaser and its Affiliates shall also recognize each Company Employee’s service with Seller, the Company, and their Affiliates prior to the Closing Date as service with Purchaser and its Affiliates in connection with the paid vacation policy and severance policy of Purchaser and its Affiliates.

(d)                                 As soon as practicable following the Closing, Seller shall cause Seller’s Section 401(k) Plan, the Linde Gas LLC Tax Deferred Savings Plan, to transfer assets held in such plan relating to Company Employees, including participant loans, to a Section 401(k) Plan sponsored by Purchaser or its Affiliates in a trust-to-trust transfer satisfying the requirements of Section 414(1) of the Code, and Purchaser shall cause its Section 401(k) Plan to accept such transfer.  Seller agrees to comply with Purchaser’s reasonable requests regarding the acceptance of such transfer, including any reasonable certification requirements that Purchaser may require regarding the tax qualified status of Seller’s Section 40l(k) Plan.

(e)                                  Prior to the Closing Date, Seller shall take all actions necessary to fully vest each Company Employee in any unvested benefits that such Company Employee has earned or accrued under any Linde Benefit Plan which is a Pension Plan.

7.9                               Post-Closing Cooperation

In accordance with the Transitional Services Agreement, Seller and Purchaser shall cooperate with each other, and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other for a period of [**] calendar days after the Closing Date to ensure the orderly transition of the Company from Seller to Purchaser and to minimize any disruption to the other businesses of Seller that might result from the transactions contemplated hereby and by the Ancillary Agreements.  After the Closing, upon reasonable written notice, each Party shall furnish

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or cause to be furnished to the other Parties and their respective counsel, auditors and other advisors reasonable access, during normal business hours, to such information and assistance relating to the Company as is reasonably necessary for Tax, financial reporting and accounting matters of the relevant Party and its Affiliates.  In accordance with the Transitional Services Agreement, each Party shall reimburse the other for reasonable and documented out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 7.9.

7.10                        Tax Matters

The Parties acknowledge that the acquisition of the Company contemplated hereby will be treated for U.S. federal income tax purposes as the acquisition by Purchaser of the assets of the Company in an applicable asset acquisition within the meaning of Section 1060(c) of the Code.  Seller and Purchaser agree that the Purchase Price, less the amount of Cash Purchase Price allocated to the AGA IP Transferred Rights in accordance with Section 2.1(d), shall be allocated among the assets of the Company in accordance with Section 1060(a) of the Code.  Seller shall provide Purchaser with a schedule allocating such consideration among the assets of the Company not more than [**] days after the Closing Date and Purchaser shall have [**] days from the delivery of the schedule to review such schedule.  If Seller and Purchaser fail to agree the allocation in good faith, Seller and Purchaser shall appoint an independent accounting firm of national standing in the United States to review Seller’s allocation and such accounting firm, acting as an expert and not as an arbitrator, shall determine the final allocation.  Seller and Purchaser agree to file all Tax Returns and IRS Form 8594 consistent with such treatment and allocation and not to take any position for any Tax purpose inconsistent therewith, except as may be required by any Taxing Authority under Applicable Law.

7.11                        Publicity

From the date hereof through the Closing Date, no public release or announcement concerning the Acquisition, the Ikaria Merger or the transactions contemplated thereby shall be issued by either Seller or the Seller Guarantor (on the one hand) or Holdco, Purchaser or Ikaria (on the other hand) without the prior consent of the others (which consent shall not be unreasonably withheld or delayed, but which consent may be sought in the same manner as provided in Sections 7.1 and 7.2 (and if so sought, shall be granted or refused in such manner, including with respect to timing)), except as such release or announcement may be required by Applicable Law, in which case the Party required to make such release or announcement shall allow the other Party reasonable time to comment on such release or announcement in advance of such issuance.

7.12                        Records

On the Closing Date, Seller shall deliver or cause to be delivered to Purchaser all books, records and files (collectively, Records), if any, in the possession of Seller, the Seller Guarantor or any Affiliate controlled by the Seller Guarantor relating to the Company and its business, subject to the following exceptions:

(a)                                  Purchaser recognizes that certain Records may contain only incidental and immaterial information relating to the Company and it is agreed that Seller may retain such Records and shall only be required to provide copies of the relevant portions thereof to Purchaser;

(b)                                 Seller may retain all Records prepared in connection with the sale of the Interests, including bids received from other parties and analyses relating to the Company;

(c)                                  Seller may retain any Tax Returns, and Purchaser shall be provided with copies of portions of such Tax Returns solely to the extent they relate to the Company’s separate Tax Returns or separate Tax liability;

(d)                                 Seller may retain all Records in respect of the business to be conducted by the Seller Guarantor and its Affiliates in accordance with the Commercial and IP Agreements (and such retention shall be governed by the terms of the applicable Commercial and IP Agreement); and

(e)                                  Seller may retain (without providing copies to Purchaser) (i) strategic information, materials and documents that relate to the Seller Guarantor and its Subsidiaries generally and (ii) financial information, materials and documents relating to Seller Guarantor and its Subsidiaries generally (including, in the case

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of (i) and (ii), to the extent such information, materials and documents were prepared prior to the Closing Date, the Company).

7.13                        Payment at Closing of Intra-Group Debt

Not later than immediately prior to the Closing, all Intra-Group Debt Receivables and Intra-Group Debt Payables shall be settled in the ordinary course of business (subject to the next sentence) or, at Seller’s option, by way of capital contribution, dividend or otherwise, so that, at the Closing, there shall be no Intra-Group Debt outstanding. Seller may not utilize any cash or cash equivalents received by the Company following the close of business on the day immediately preceding the Closing Date to settle any Intra-Group Debt.  Nothing in this Section 7.13 shall require the settlement, prior to Closing, of any trade payables or trade receivables (as each such term is specified in the definition of Intra-Group Debt Payables and Intra-Group Debt Receivables, respectively) between the Company and any member of the Seller’s Group.

7.14                        Notices of Certain Events

During the period from the date of this Agreement through the Closing Date or the termination of this Agreement, each of Seller and Seller Guarantor (on the one hand) and Holdco, Purchaser and Ikaria (on the other hand) shall promptly notify each other: (a) following the receipt of any notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby or of any Proceeding commenced or, to such Party’s Knowledge, threatened against it which relates to or seeks to prohibit the consummation of the transactions contemplated hereby; and (b) of the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which is reasonably likely to result in any material failure of Seller, Seller Guarantor, Holdco, Purchaser or Ikaria, as the case maybe, respectively, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided that the delivery of any notice to a Party pursuant to this Section 7.14 shall not limit or otherwise effect the remedies available to such Party except to the extent set forth in Section 8.5 and Section 10.1(b)(iii).

7.15                        Matters Relating to Insurance Following the Closing

With effect from and after the Closing Date and for a period of three years thereafter, Purchaser shall cause the Company to maintain in effect policies of property and casualty (including liability) and other forms of insurance in such amounts, with such deductibles and against such risks and losses as are no less favorable to the Company as the policies described in Section 4.11, and are sufficient in order to provide liability insurance for claims made related to products of the Company produced prior to the Closing, with such policies naming the Seller Guarantor as an additional named insured (provided that Purchaser shall be required to provide an amount of such insurance as shall provide for a benefit of no more than $20,000,000 (and provided further that Purchaser shall in no event be required to provide insurance with a maximum annual premium of more than $3,000,000)).  On the Closing Date, the Purchaser shall, through the acquisition of a tail coverage insurance policy with coverage to extend for three years from the Closing Date, provide the Company with the same coverage of property and casualty (including liability) and other forms of insurance in such amounts, with such deductibles and against such risks and losses as are no less favorable to the Company as the policies described in Section 4.11, and are sufficient in order to provide liability insurance for claims made related to products of the Company produced prior to the Closing, with such insurance policies naming the Seller Guarantor as an additional named insured; provided that Purchaser shall be required to provide only such a tail coverage insurance policy as shall be available for a maximum premium of €550,000 (plus any applicable insurance Tax) and as shall provide for a benefit of no more than €150,000,000 and with a deductible of $20,000,000.  Notwithstanding the foregoing, prior to the Closing Date, the Parties will enter into good faith discussions to determine if a reduction in the policy levels and/or time periods of coverage referred to in the prior sentence is warranted based on the needs of the Company and the Parties.  Seller shall use its reasonable best efforts to assist Purchaser and the Company in obtaining the insurance referred to in this Section 7.15.

7.16                        Disclaimers

(a)                                  SELLER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NONE OF HOLDCO, PURCHASER OR IKARIA ARE (NOR IS ANY OTHER PERSON) MAKING ANY

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REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN RESPECT OF HOLDCO, PURCHASER OR IKARIA, THEIR RESPECTIVE BUSINESSES OR THE HOLDCO SHARES.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NONE OF HOLDCO, PURCHASER OR IKARIA ARE MAKING ANY REPRESENTATION OR WARRANTY IN RESPECT OF ANY STATEMENT, ADVICE, RECORDS, MATERIALS, COMMUNICATIONS, PROJECTIONS, REPORTS OR OTHER INFORMATION OF ANY TYPE DELIVERED TO SELLER, WHETHER IN THE ONLINE DUE DILIGENCE DATA ROOM RELATING TO HOLDCO AND IKARIA MADE AVAILABLE IN CONNECTION WITH THE ACQUISITION, IN ANY OFFERING MEMORANDUM OR OTHER SIMILAR OFFERING DOCUMENT OR OTHERWISE.

(b)                                 EACH OF HOLDCO, PURCHASER AND IKARIA ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER NOR SELLER GUARANTOR IS (NOR IS ANY OTHER PERSON) MAKING ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN RESPECT OF THE COMPANY, ITS BUSINESS OR THE INTERESTS.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER NOR SELLER GUARANTOR IS MAKING ANY REPRESENTATION OR WARRANTY IN RESPECT OF ANY STATEMENT, ADVICE, RECORDS, MATERIALS, COMMUNICATIONS, PROJECTIONS, REPORTS OR OTHER INFORMATION OF ANY TYPE DELIVERED TO ANY OF HOLDCO, PURCHASER OR IKARIA, WHETHER IN THE ONLINE DUE DILIGENCE DATA ROOM RELATING TO SELLER OR THE COMPANY MADE AVAILABLE IN CONNECTION WITH THE ACQUISITION, IN ANY OFFERING MEMORANDUM OR OTHER SIMILAR OFFERING DOCUMENT OR OTHERWISE.

7.17                        Efforts Related to Debt Financing

To the extent permitted by Applicable Law, from the date of this Agreement until the Closing, Seller shall cause the Company and its employees to, and shall use its reasonable best efforts to cause the Company’s advisors, accountants and attorneys to, timely provide the cooperation reasonably requested by Purchaser in connection with the arrangement of the debt financing referred to in Section 5.06 or any alternative to all or any portion thereof (the Debt Financing), including: (a) causing senior executives of the Company to: (i) be available, on reasonable advance notice, to meet with prospective lenders, rating agencies and investors in meetings, presentations, road shows and due diligence sessions, (ii) provide reasonable and customary management and legal representations to auditors and (iii) provide reasonable assistance in connection with the preparation of business projections, financial statements, pro forma financial statements and other financial data necessary or reasonably requested in connection with the Debt Financing, (b) timely furnishing Purchaser with material financial and other information regarding the Company as shall exist (or if not existing, using reasonable best efforts to prepare such financial or other pertinent information) and as may be reasonably requested by Purchaser, (c) using reasonable best efforts to assist Purchaser in obtaining (with respect to the Company and its properties) title insurance, lien waivers, estoppels, affidavits, non-disturbance agreements, memoranda of leases, legal opinions, surveys or other documents or deliveries (at Purchaser’s expense), (d) using reasonable best efforts to assist Purchaser in obtaining (with respect to the Company and its properties) the granting and perfection of security interests, pledges and mortgages on its assets and obtaining surveys and title insurance, as reasonably requested by Purchaser and (e) causing the Company to authorize the use of its logo in connection with arranging the Debt Financing.  If the Closing does not occur, the Seller’s and the Company’s compliance with all of the foregoing matters shall be at the expense of Purchaser, and Purchaser shall reimburse (on demand) the Company for all out-of-pocket fees, costs and expenses with respect to the foregoing matters.

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7.18                        Agreements Not to Compete

(a)                                  Binding Seller, Seller Guarantor and Controlled Affiliates of Seller Guarantor.

(i)                                     For a period of six years from the Closing Date, Seller and Seller Guarantor shall not, and Seller Guarantor shall cause each of its controlled Affiliates not to, directly or indirectly:

(A)                              engage in the Section 7.18 Business for the purposes of sales within North America (Competitive Activities Binding Seller); and

(B)                                recruit or hire any Company Employee; provided that any member of Seller’s Group may, without violation of this Section 7.18(a):

(I)                                    employ any Person who initially contacts such member of Seller’s Group without solicitation, directly or indirectly, by a member of Seller’s Group and

(II)                                solicit and employ any Person who responds to any general media or Web solicitation of employment or engagement by a member of Seller’s Group or whose employment is terminated by Purchaser or the Company after the Closing Date.

(ii)                                  Section 7.18(a) shall be deemed not breached:

(A)                              solely as a result of the ownership by Seller, Seller Guarantor and Seller Guarantor’s controlled Affiliates of less than an aggregate of [**]% of any class of stock of a Person engaged, directly or indirectly, in Competitive Activities Binding Seller (provided that none of Seller, Seller Guarantor and Seller Guarantor’s controlled Affiliates otherwise has the ability to control such Person) or

(B)                                in the event that during the period specified in clause (a)(i) above, either of Seller, Seller Guarantor or any of Seller Guarantor’s controlled Affiliates acquires a Person:

(I)                                    where such Person derives [**] percent ([**]%) or less of its gross revenue from the operation of a Competitive Activities Binding Seller or

(II)                                where such Person derives more than [**] percent ([**]%) of its gross revenue from the operation of a Competitive Activities Binding Seller, so long as, in the case of this clause (II), within one year of the closing date of such acquisition, Seller, Seller Guarantor or the applicable controlled Affiliate of Seller Guarantor has used its good faith efforts to enter into an agreement for the divestiture of that portion of such acquired Person’s business as is necessary in order to comply with the provisions of Section 7.18(a)(i) following such divestiture (it being agreed and understood that if following such good faith efforts, no divestiture agreement is entered into, Section 7.18(a)(i) shall not prohibit the continued ownership of such Competitive Activities Binding Seller by Seller, Seller Guarantor or such controlled Affiliate of Seller Guarantor);

provided that, in the case of each of clause (I) and (II), the employee of Seller, Seller Guarantor or such controlled Affiliate of Seller Guarantor to whom such business unit or division that contains the Competitive Business Binding Seller permitted to be retained hereunder directly reports is not the same individual nominated and elected by Seller to serve on the Board of Directors of Holdco.

(iii)                               Notwithstanding the foregoing, this Section 7.18(a) shall not prohibit the business conducted in the United States of America by any member of Seller’s Group as of the date hereof (including the manufacturing and promotion of NO and Carbon Monoxide) other than in connection with the activities described in the definition of Section 7.18 Business.

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(b)                                 Binding the Company, Holdco and Controlled Affiliates of Holdco.

(i)                                     For a period of three years from the Closing Date, the Company and Holdco shall not, and Holdco shall cause each of its controlled Affiliates not to, directly or indirectly:

(A)                              engage in the Section 7.18 Business for the purposes of sales within the Linde Territories (Competitive Activities Binding INO); and

(B)                                recruit or hire any employee of Seller’s Group whose employment activities relate primarily to the conduct of the Section 7.18 Business; provided that the Company, Holdco and Holdco’s controlled Affiliates may, without violation of this Section 7.18(b):

(I)                                    employ any Person who initially contacts the Company, Holdco or a controlled Affiliate of Holdco without solicitation, directly or indirectly, by the Company, Holdco or a controlled Affiliate of Holdco and

(II)                                solicit and employ any Person who responds to any general media or Web solicitation of employment or engagement by the Company, Holdco or a controlled Affiliate of Holdco or whose employment is terminated by Seller’s Group after the Closing Date.

(c)                                  Severability.  If any provision contained in this Section 7.18 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 7.18, but this Section 7.18 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.  It is the intention of the Parties that if any of the restrictions contained herein is held to cover a geographic area or to be for a length of time which is not permitted by Applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under Applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 7.18 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such Applicable Law.

(d)                                 Tolling.  In the event of any breach, other than an immaterial breach, of the provisions of this Section 7.18, the restrictions contained in this Section 7.18 shall be extended by a period of time equal to the period of such breach, it being the intention of the Parties that the running of the periods hereunder shall be tolled during any period of such breach.

7.19                        Miscellaneous Covenants

(a)                                  At the request of Seller or Seller Guarantor (and at such Person’s expense for the Company’s out-of-pocket expenses), the Company shall assist the Seller or Seller Guarantor (and the Purchaser and Holdco shall cause the Company to assist the Seller or Seller Guarantor), in preparing an unaudited balance sheet of the Company as of the Closing Date, together with the related statements of income, stockholder’s equity and cash flows.

(b)                                 The Parties acknowledge that the confidentiality agreements entered into in connection with the sale of the Company may not be assigned without the consent of the other parties thereto.  Accordingly, Seller Guarantor hereby agrees that it will not grant any waiver, amendment or release under any such agreement, and will enforce the provisions thereof for the benefit of the Company, throughout the term of such agreements.

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8.             CONDITIONS PRECEDENT

8.1                               Conditions to Each Party’s Obligation

The obligation of the Parties to consummate the transactions contemplated hereby is subject to the satisfaction (or written waiver by each of Seller and Purchaser) on or prior to the Closing of the following conditions:

(a)                                  The waiting periods under the HSR Act, if applicable to the consummation of the Acquisition, shall have expired or been terminated, and all other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity pursuant to any other Applicable Competition Law necessary for the consummation of the Acquisition shall have been obtained or filed, or shall have occurred.

(b)                                 No Applicable Law or injunction shall have been enacted, entered, promulgated, enforced or issued by any Governmental Entity preventing the consummation of the Acquisition, and no other legal restraint preventing the consummation of the Acquisition shall be binding on the Parties.

8.2                               Conditions to Obligation of Purchaser, Holdco and Ikaria

The obligation of Purchaser, Holdco and Ikaria to consummate the transactions contemplated hereby is subject to the satisfaction (or written waiver by Purchaser (on its own behalf and on behalf of Holdco and Ikaria)) on or prior to the Closing Date of the following conditions:

(a)                                  The representations and warranties of Seller made (i) in Section 3 and Section 4 of this Agreement, other than the representations and warranties set forth in Sections 3.5 and 4.2, shall be true and correct on and as of the Closing Date (except as set forth in the last sentence of this clause (a)) as if such representations and warranties were made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct on and as of such earlier date), except for such failure to be so true and correct as a result of matters that, individually or in the aggregate, do not have and could not reasonably be expected to have, a Seller Material Adverse Effect (in respect of the representations and warranties of Seller in Section 3 of this Agreement) or a Material Adverse Effect on the Company (in respect of the representations and warranties of Seller in Section 4 of this Agreement) and (ii) in Sections 3.5 and 4.2 shall be shall be true and correct on and as of the Closing Date (except as set forth in the last sentence of this clause (a)) as if such representations and warranties were made on and as of such date.  Notwithstanding the foregoing, in the event that Closing occurs after the Last Regular Day due to the written request of the Purchaser contemplated by Section 2.2(b), all references in this clause (a) to the term Closing Date shall automatically be deemed replaced with the term Last Regular Day, it being the agreement of the Parties that in such case the representations and warranties referred to herein shall only be required to be true and correct (to the extent set forth herein) as of the Last Regular Day.

(b)                                 Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing.

(c)                                  Seller shall have delivered to Purchaser:

(i)                                     the certificate representing the Interests, duly endorsed in blank for transfer or accompanied by a stock power duly executed in blank;

(ii)                                  a certificate of a duly authorized officer of Seller (A) as to the matters set forth in Section 8.2(a) and Section 8.2(b) and (B) stating that all conditions to Seller’s obligation to consummate the transactions contemplated by this Agreement and the Ancillary Agreements have been satisfied or waived, in a form to be agreed by the Seller and the Purchaser in good faith prior to the Closing;

(iii)                               the corporate books and records of the Company;

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(iv)                              a copy of the resolutions of Seller (certified by the Secretary of Seller) authorizing the execution, delivery and performance of this Agreement;

(v)                                 each of the Ancillary Agreements to which Seller, AGA, any member of Seller’s Group or the Company is proposed to be a party, duly executed by such Person (including, the Investor Stockholders Agreement, the Commercial and IP Agreements and the Transitional Services Agreement);

(vi)                              an affidavit of Seller issued pursuant to and in compliance with Section 1445 of the Code (and the regulations thereunder) and dated as of the Closing Date, in a form reasonably satisfactory to Purchaser, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code;

(vii)                           a limited release, executed by the Seller Guarantor (on behalf of the Seller’s Group) pursuant to which the members of the Seller’s Group will release the Company from all claims such member of the Seller’s Group may have against the Company relating to Intra-Group Debt, corporate allocations and corporate charges (provided that such release shall expressly exclude claims made pursuant to this Agreement and the Ancillary Agreements and pursuant to commercial transactions that give rise to trade payables and receivables); and

(viii)                        such other instruments and documents as Purchaser may reasonably request and as may be required in order to properly vest title to the Interests in Purchaser.

8.3                               Conditions to Obligation of Seller

The obligation of Seller to consummate the transactions contemplated hereby is subject to the satisfaction (or written waiver by Seller) on or prior to the Closing Date of the following conditions:

(a)                                  The representations and warranties of Holder, Purchaser and Ikaria made (i) in Section 5 and Section 6 of this Agreement, other than the representations and warranties set forth in Sections 5.5 and the first two sentences of Section 5.9, shall be true and correct on and as of the Closing Date as if such representations and warranties were made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct on and as of such earlier date), except for such failure to be so true and correct as a result of matters that, individually or in the aggregate, do not have and could not reasonably be expected to have, a Purchaser Material Adverse Effect (in respect of the representations and warranties of Holdco and Purchaser in Section 5 of this Agreement) or a Material Adverse Effect on Ikaria (in respect of the representations and warranties of Holdco, Purchaser and Ikaria in Section 6 of this Agreement) and (ii) in Section 5.5 and the first two sentences of Section 5.9 shall be shall be true and correct on and as of the Closing Date as if such representations and warranties were made on and as of such date.

(b)                                 Holdco, Purchaser and Ikaria shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Holdco, Purchaser and Ikaria (as the case may be) by the time of the Closing.

(c)                                  Holdco shall have adopted and filed with the Secretary of State of Delaware the Restated Certificate of Incorporation of Holdco in the form attached hereto as Exhibit 8.3(c) (and a certified copy thereof shall have been delivered to Seller).

(d)                                 Holdco shall have adopted the Amended and Restated Bylaws of Holdco in the form attached hereto as Exhibit 8.3(d) (and a copy thereof, certified by the Secretary of Holdco, shall have been delivered to Seller).

(e)                                  The Person designated by Seller shall have been appointed as a director on the Board of Directors of Holdco with effect from Closing pursuant to and in accordance with the Investor Stockholders Agreement.

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(f)                                    The Ikaria Merger shall have been consummated in accordance with the Ikaria Merger Agreement and the Ikaria Certificate of Merger shall have been filed with, and accepted by, the Delaware Secretary of State (and a certified copy thereof shall have been delivered to Seller).

(g)                                 Purchaser shall have delivered to Seller:

(i)                                     a copy of the resolutions of each of Holdco, Purchaser and Ikaria (certified by the Secretary of each Person) authorizing the execution, delivery and performance of this Agreement;

(ii)                                  a certificate of a duly authorized officer of each of Holdco, Purchaser and Ikaria (A) as to the matters set forth in Section 8.3(a) and Section 8.3(b) and (B) stating that all conditions to such Person’s obligation to consummate the transactions contemplated by this Agreement and the Ancillary Agreements have been satisfied or waived, in a form to be agreed by the Seller and the Purchaser in good faith prior to the Closing;

(iii)                               a copy of the duly executed (effective as of the Closing), amended and restated limited liability company agreement of the Company, pursuant to which Purchaser shall have replaced Seller as the sole member of the Company, in a form to be agreed by the Seller and the Purchaser in good faith prior to the Closing;

(iv)                              each of the Ancillary Agreements to which Persons other than Seller, AGA, any member of Seller’s Group or the Company are proposed to be a party, duly executed by each such Person (including the Investor Stockholders Agreement (which shall be duly executed by the parties to it other than Seller), the Commercial and IP Agreements and the Transitional Services Agreement);

(v)                                 a certificate by a duly authorized officer of Holdco as to the amount of fees, costs and expenses to be incurred by Holdco on behalf of the Investors in connection with the negotiation, execution and delivery of this Agreement, the Ancillary Agreements (including the Series B Purchase Agreement and the Ikaria Merger Agreement), and the financing documents entered into in connection with the Acquisition and the Ikaria Merger and the transactions contemplated thereby, whether pursuant to the debt instruments entered into pursuant to the Debt Commitment Letters, the Equity Financing Agreement or otherwise, and the consummation of the transactions contemplated hereby and thereby, which certificate shall include a summary schedule of such fee, costs and expenses and to whom they are owed; and

(vi)                              such other instruments and documents as Seller may reasonably request and as may be required in order to properly vest title to the Holdco Shares in Seller.

(h)                                 The debt financing contemplated by Section 5.8(a) shall have been consummated on substantially the terms set forth in the Debt Commitment Letters (and in any case not on terms substantially less favorable to Holdco and its Subsidiaries than the terms forth therein) and the equity financing contemplated by Section 5.8(b) shall have been consummated in accordance with the Equity Financing Agreement.

8.4                               Frustration of Closing Conditions

Neither Holdco, Purchaser or Ikaria (on the one hand) nor Seller or Seller Guarantor (on the other hand) may rely on the failure of any condition set forth in this Section 8 to be satisfied if such failure was caused by such Party’s failure to act in good faith or to use its reasonable best efforts to cause the Closing to occur, as required by Section 7.6.

8.5                               Effect of Certain Waivers of Closing Conditions

If, prior to the Closing, any Party (the Waiving Party) has Knowledge of any breach by any other Party of any representation, warranty or covenant contained in this Agreement, the effect of such breach is a failure of any condition to the Waiving Party’s obligations set forth in this Section 8 and the Waiving Party proceeds with the

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Closing, the Waiving Party shall be deemed to have waived such breach and the Waiving Party and its successors, assigns and Affiliates shall not be entitled to be indemnified pursuant to Section 10, to ▇▇▇ for damages or to assert any other right or remedy for any Losses arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.

9.             TERMINATION, AMENDMENT AND WAIVER

9.1                               Termination

(a)                                  Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the transactions contemplated by this Agreement abandoned at any time prior to the Closing:

(i)                                     by mutual written consent of Seller and Purchaser;

(ii)                                  by Seller if any of the conditions set forth in Sections 8.1 or 8.3 shall have become incapable of fulfillment, and shall not have been waived in writing by Seller;

(iii)                               by Purchaser if any of the conditions set forth in Sections 8.1 (b) or 8.2 shall have become incapable of fulfillment, and shall not have been waived in writing by Purchaser; or

(iv)                              by Seller or Purchaser, if the Closing does not occur on or prior to the first Business Day falling six months after the date hereof; or

(v)                                 by either Purchaser (on the one hand (on its own behalf and on behalf of Holdco and Ikaria)) or Seller (on the other hand (on its own behalf and on behalf of the Seller Guarantor)) if: (A) there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Seller or the Seller Guarantor (in the event of termination by Purchaser) or on the part of Holdco, Purchaser or Ikaria (in the event of termination by Seller), (B) such breach has not been waived by the Party electing to terminate this Agreement and (C) such breach has not been cured within fifteen (15) days following the terminating Party’s written notice of such breach to the Party in breach (other than a breach of the obligations of a Party contained in Sections 2.1, 2.2 and 2.3, as to which no such grace period shall apply);

provided that the Party seeking termination pursuant to clause (ii), (iii), (iv) or (v) is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement (it being agreed that for the purposes of this proviso, the term Party shall mean (I) Seller or the Seller Guarantor when referring to termination by Seller and (II) Holdco, Purchaser or Ikaria when referring to termination by Purchaser).

(b)                                 In the event of termination by Seller or Purchaser pursuant to this Section 9.1, written notice thereof shall forthwith be given to each other Party and the transactions contemplated by this Agreement shall be terminated without further action by any Party.  If the transactions contemplated by this Agreement are terminated as provided herein: (i) (A) Holdco, Purchaser, Ikaria and each Investor shall return all documents and other material received from or on behalf of Seller, any member of Seller’s Group or the Company relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to Seller and (B) Seller shall return all documents and other material received from or on behalf of Ikaria relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to Ikaria; and (ii) all confidential information received by (A) Holdco, Purchaser, Ikaria and the Investors with respect to the business and the operations of the Company shall be treated in accordance with the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement and (B) Seller with respect to the business and the operations of Ikaria shall be treated in accordance with the Ikaria Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement.

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9.2                               Effect of Termination

Except as set forth in Section 9.3 and the NMC Side Letter entered into in connection with this Agreement, if this Agreement is terminated and the transactions contemplated hereby are abandoned as described in Section 9.1, this Agreement shall become null and void and of no further force and effect, except for the provisions of:

(a)                                  Section 7.5, relating to the obligation of each of Holdco, Purchaser and Seller to keep confidential certain information and data obtained by it;

(b)                                 Section 7.7, relating to expenses;

(c)                                  Section 7.11, relating to publicity;

(d)                                 Section 9.1, this Section 9.2 and Section 9.3 (it being acknowledged that the obligations to pay the Liquidated Damages under the NMC Side Letter shall likewise survive the termination of this Agreement);

(e)                                  Section 12.2 relating to no third party beneficiaries (other than the exception therein related to Section 7.3);

(f)                                    Section 12.5 relating to entire agreement;

(g)                                 Section 12.6 relating to severability; and

(h)                                 Sections 12.8, 12.9 and 12.10 relating to consent to jurisdiction, governing law and waiver of jury trial (the Sections referred to in clauses (a), (b), (c), (e), (f), (g) and this clause (h) are referred to herein as the Surviving Sections).

Nothing in this Section 9.2 shall release or be deemed to release any Party from any liability for any breach by such Party of the terms and provisions of this Agreement prior to the termination of this Agreement, except that the payment of Liquidated Damages in the event of a termination of this Agreement shall, notwithstanding any provision of this Agreement to the contrary, terminate any and all liability of Holdco, Purchaser and Ikaria under this Agreement other than the obligations under the Surviving Sections.

9.3                               NMC Side Letter Related to Liquidated Damages

(a)                                  In the event that: this Agreement is rightfully terminated by Seller (i) pursuant to Section 9.1(a)(v) or (ii) pursuant to Section 9.1(a)(ii) in the event of a failure of the conditions set forth in Section 8.3(a) (relating to the representations and warranties in Sections 5 and 6) or Section 8.3(f) (an event described in clauses (i) or (ii), Termination Fee Event), then, pursuant to the provisions of the NMC Side Letter, immediately on demand of Seller, Purchaser shall pay to Seller (or, at the instruction of Seller, to an Affiliate of Seller other than the Company), without set-off, deduction or counterclaim, to such account(s) as Seller may designate, the aggregate amount of $10,000,000, in immediately available funds, as liquidated damages and not as a penalty (Liquidated Damages); provided that such Liquidated Damages shall not be payable in the event of a failure of the conditions set forth in Section 8.3(a) (relating to the representations and warranties in Sections 5 and 6) but the Ikaria Merger is nonetheless consummated.

(b)                                 The Parties acknowledge and agree that (i) the actual damages suffered by Seller and Seller Guarantor in the event of any Termination Fee Event would be extremely difficult or impossible to determine and that the Liquidated Damages have been agreed, after negotiation, as the Parties’ reasonable estimate of the damages Seller and the Seller Guarantor are likely to incur as a result of any Termination Fee Event and do not constitute or include any penalty and (ii) the provisions of this Section 9.3 relating to Liquidated Damages and the provisions of the NMC Side Letter are an integral and essential part of the transactions contemplated by this Agreement, Seller and the Seller Guarantor have relied, and are relying, on NMC’s agreement to pay Liquidated Damages to Seller pursuant to the NMC Side Letter as and when due thereunder in connection with their decision to enter into this Agreement, and Seller and the Seller

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Guarantor would not have entered into this Agreement without the benefit of this Section 9.3 and the NMC Side Letter.

10.           INDEMNIFICATION

10.1                        Indemnification by Seller

(a)                                  Seller shall be liable for, and shall indemnify each Purchaser Indemnitee against and hold it harmless from, any direct loss, liability, claim, damage or expense, including reasonable and documented legal fees and expenses incurred in connection therewith (collectively, Losses), suffered or incurred by such Purchaser Indemnitee to the extent arising from:

(i)                                     any breach of any representation or warranty of Seller contained in Section 3 or 4 of this Agreement;

(ii)                                  any breach of any covenant of Seller contained in this Agreement;

(iii)                               liability under Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code arising by reason of the Company having been an ERISA Affiliate of any Person; and

(iv)                              following the Closing: (A) a Discrepancy Amount in excess of $2,500,000 in the aggregate and (B) any liabilities of the Company: (x) for Taxes in respect of periods (or portions of periods) through the Closing Date in excess of the amounts, if any, by which Working Capital, as finally determined, was reduced (and the $100,000 threshold referred to in Section 2.4(b) has been exceeded), as a result of such Taxes, and (y) any liability of the Company for Taxes of another Person (including the Seller), as transferee, successor, by Contract or pursuant to Applicable Law, in respect of periods (or portions of periods) through the Closing Date.

(b)                                 Seller shall not be required to indemnify any Purchaser Indemnitee, and shall not have any liability:

(i)                                     under Section 10.1 (a)(i) or (iii), unless the aggregate amount of all Losses for which Seller would, but for this clause (i), be liable under Section 10.1(a)(i) or (iii) exceeds on a cumulative basis an amount equal to 0.75% of the Purchase Price (the Minimum Amount) and then only to the extent of any such excess above the Minimum Amount; provided that the limitation imposed by this clause (i) shall not apply (A) to any breach of the representations and warranties of Seller set forth in Sections 3.5 and 4.2 and (B) to any claim for Losses in the event of a rightful termination of this Agreement prior to the Closing by Purchaser pursuant to Section 9.1(a)(v) or pursuant to Section 9.1(a)(iii) in the event of a failure of the conditions set forth in Section 8.2(a) (relating to the representations and warranties in Section 3 or 4);

(ii)                                  under (A) Section 10.1(a)(i), for any individual items where the Loss relating thereto is less than $100,000, and such items shall not be aggregated for purposes of clause (i) of this Section 10.1(b) (provided that the limitation in this clause (ii)(A) shall not apply to any breach of the representations and warranties of Seller set forth in Sections 3.5 and 4.2), and (B) Section 10.1(a)(ii), for any individual items where the Loss relating thereto is less than $30,000, and such items shall not be aggregated for purposes of clause (i) of this Section 10.1(b); provided that the limitations in this clause (ii) shall not apply to any claim for Losses in the event of a rightful termination of this Agreement prior to the Closing by Purchaser pursuant to Section 9.1(a)(v) or pursuant to Section 9.1(a)(iii) in the event of a failure of the conditions set forth in Section 8.2(a) (relating to the representations and warranties in Section 3 or 4);

(iii)                               under Section 10.1 (a), for any breach of any provision of this Agreement if either (A) Section 8.5 is applicable to such breach or (B) any of Holdco, Purchaser or Ikaria otherwise had Knowledge of such breach as of the date hereof; and

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(iv)                              under Section 10.1(a)(i), (ii) or (iii), for any amounts in excess of (A) the Purchase Price, in respect of any breach of the representations and warranties of Seller set forth in Sections 3.5 and 4.2, or (B) 10% of the Purchase Price, in all other cases.

For purposes of (I) the limitations in Section 10.1(b)(i) and (iv), the Purchase Price shall equal the value of the Finally Determined Cash Purchase Price, plus, the Stated Value of the Holdco Shares; and (II) the limitations in Section 10.1(b)(iv)(A), in the event that a Purchaser Indemnitee is entitled to be indemnified hereunder for amounts in excess of the Finally Determined Cash Purchase Price, such indemnification for such excess amounts shall be satisfied by either (Y) delivery of Holdco Shares with a value equal to such excess (rounded up to the nearest full share) valuing the Holdco Shares at the greater of the Stated Value of the Holdco Shares or the current fair market value of the Holdco Shares determined by Holdco’s Board of Directors or (Z) in cash, with such determination to be made by Seller in its sole discretion.

(c)                                  Purchaser acknowledges that its sole and exclusive remedy with respect to any and all claims relating to this Agreement, the sale of the Interests in consideration of the Purchase Price, and the documents delivered pursuant to Section 8.2(c)(i), (ii), (vi) and (viii) (the Section 10.1 Documents), the Company and its business operations, assets and liabilities shall be pursuant to the indemnification provisions set forth in this Section 10 (or the specific performance provisions of Section 12.7), except for claims of, or causes of action arising from, fraud, intentional misrepresentation or willful covenant breach.  In furtherance of the foregoing, Purchaser, on its own behalf and on behalf of each Purchaser Indemnitee and the Company, hereby waives, from and after the Closing, to the fullest extent permitted under Applicable Law, any and all rights, claims and causes of action it may have against Seller or Seller Guarantor arising under or based upon this Agreement or any of the Section 10.1 Documents, except pursuant to the indemnification provisions set forth in this Section 10.1, the specific performance provisions of Section 12.7, and except for claims of, or causes of action arising from, fraud, intentional misrepresentation or willful covenant breach.

(d)                                 Purchaser agrees that none of the Purchaser Indemnitees shall be entitled to indemnification under this Section 10 for any Losses to the extent that Purchaser receives a reduction to the Cash Purchase Price in respect of such Losses pursuant to Section 2.4 hereof (it being agreed that “a reduction to the Cash Purchase Price” as contemplated above shall be understood to have been received only where, for the avoidance of doubt, the $100,000 threshold referred to in Section 2.4(b) has been exceeded).

10.2                        Indemnification by Purchaser

(a)                                  Purchaser:

(i)                                     shall be liable for, and shall indemnify each Seller Indemnitee against and hold it harmless from, any Loss suffered or incurred by such Seller Indemnitee to the extent arising from any breach of any representation or warranty of Holdco, Purchaser and Ikaria contained in Section 5 or 6 of this Agreement;

(ii)                                  shall be liable for, and shall indemnify each Seller Indemnitee against and hold it harmless from, any Loss suffered or incurred by such Seller Indemnitee to the extent arising from any breach of any covenant of Holdco, Purchaser or Ikaria contained in this Agreement; and

(iii)                               shall be liable for, and shall provide to Seller promptly after receipt, any refund received by the Company following the Closing in respect of any Taxes described in Section 10.l(a)(iv)(B).

(b)                                 Purchaser shall not be required to indemnify any Seller Indemnitee, and shall not have any liability:

(i)                                     under Section 10.2(a)(i), unless the aggregate amount of all Losses for which Purchaser would, but for this clause (i), be liable under Section 10.2(a)(i) exceeds on a cumulative basis an amount equal to 0.75% of the Stated Value of the Holdco Shares (the Purchaser Minimum Amount) and then only to the extent of any such excess above the Purchaser Minimum Amount; provided that the limitation imposed by this clause (i) shall not apply to any breach of the representations and

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warranties of Holdco and Purchaser set forth in Section 5.5 or the first two sentences of Section 5.9;

(ii)                                  under (A) Section 10.2(a)(i), for any individual items where the Loss relating thereto is less than $100,000, and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b) (provided that the limitation in this clause (ii)(A) shall not apply to any breach of the representations and warranties of Holdco and Purchaser set forth in Section 5.5 or the first two sentences of Section 5.9) and (B) Section 10.2(a)(ii), for any individual items where the Loss relating thereto is less than $30,000, and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b);

(iii)                               under Section 10.2(a), for any breach of any provision of this Agreement if either (A) Section 8.5 is applicable to such breach or (B) Seller otherwise had Knowledge of such breach as of the date hereof; and

(iv)                              under Section 10.2(a)(i) or (ii), for any amounts in excess of (A) the Stated Value of the Holdco Shares, in respect of any breach of the representations and warranties of Holdco and Purchaser set forth in Section 5.5 and the first two sentences of Section 5.9 or (B) 10% of the Stated Value of the Holdco Shares, in all other cases.

(c)                                  Seller acknowledges that its sole and exclusive remedy with respect to any and all claims relating to this Agreement, the sale of the Interests in consideration of the Purchase Price (including the issuance of the Holdco Shares), and the documents delivered pursuant to Section 8.2(g)(i), (ii), (v) and (vi) (the Section 10.2 Documents), Ikaria and its business operations, assets and liabilities shall be pursuant to the indemnification provisions set forth in this Section 10 (or the specific performance provisions of Section 12.7), and, to the extent applicable, Liquidated Damages payable under the NMC Side Letter, except for claims of, or causes of action arising from, fraud, intentional misrepresentation or willful covenant breach.  In furtherance of the foregoing, Seller, on its own behalf and on behalf of each Seller Indemnitee, hereby waives, from and after the Closing, to the fullest extent permitted under Applicable Law, any and all rights, claims and causes of action it may have against Holdco, Purchaser or Ikaria arising under or based upon this Agreement or any of the Section 10.2 Documents, except pursuant to the indemnification provisions set forth in this Section 10.2, the specific performance provisions of Section 12.7, and, to the extent applicable, Liquidated Damages payable under the NMC Side Letter, and except for claims of, or causes of action arising from, fraud, intentional misrepresentation or willful covenant breach.

10.3                        Calculation and Recovery of Losses; Other Limitations

(a)                                  Under no circumstances shall any Indemnified Person be entitled to recover:

(i)                                     except as provided below, incidental, consequential, exemplary, punitive or any other special damages, or any loss of profits or earnings or diminution in value it being agreed and understood that (except as provided below) the term Loss shall include direct damages only (it being agreed and understood that in the event a Third Party Claim results in a Loss, the Loss shall be considered resulting in direct damages for purposes of this Section 10 without regard to whether or not the underlying basis of such Third Party Claim (between the applicable Indemnified Party and the other Person asserting the Third Party Claim) involved claims for damages other than direct damages); provided that this clause (i) shall not apply in the event that the Purchaser has rightfully terminated this Agreement pursuant to Section 9.1(a)(v) or pursuant to Section 9.1(a)(iii) in the event of a failure of the conditions set forth in Section 8.2(a) (relating to the representations and warranties in Section 3 or 4) and, within one year following the date of such termination, Seller (or Seller Guarantor or a controlled Affiliate of Seller Guarantor) enters into a Contract with a Person other than an Affiliate of Seller Guarantor to sell the Company (whether by merger, sale of equity interests, sale of all or substantially all of the assets of the Company or otherwise); or

(ii)                                  more than once for the same Loss, notwithstanding the fact that the Loss related to a breach of more than one provision of this Agreement.

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(b)                                 No Indemnified Person shall be entitled to recover, and no Loss suffered by an Indemnified Person shall include, under any circumstances, and the Indemnifying Person shall not be liable to any Indemnified Person in the event that the Loss relates, directly or indirectly, to:  (i) any matter that was reserved against or disclosed in the Company Financial Statements and not contradicted by any other more recent matter (including more recent financial statements) otherwise set forth in the Company Disclosure Schedule (if the Indemnified Person is a Purchaser Indemnitee) or in the Ikaria Financial Statements and not contradicted by any other more recent matter (including more recent financial statements) otherwise set forth in the Holdco/Ikaria Disclosure Schedule (if the Indemnified Person is a Seller Indemnitee), but only in the amounts so reserved against or disclosed, or (ii) the passing of, or any change in, after the Closing Date, Applicable Law, including any increase in the rates of Taxes or any imposition of Taxes or any withdrawal or relief from Taxes not actually (or prospectively) in effect at the Closing Date.

(c)                                  Upon making any payment by an Indemnifying Person to an Indemnified Person in respect of a Loss subject to indemnification hereunder:  (i) the Indemnifying Person shall be subrogated, to the extent of such payment, to any rights which the Indemnified Person may have against any other Person with respect to the subject matter underlying the Loss subject to indemnification hereunder and the Indemnified Person shall offer reasonable assistance to the Indemnifying Party in connection therewith and (ii) where subrogation as contemplated by clause (i) is not available and any of the Company, Holdco, Purchaser or Ikaria (if the Indemnified Person is a Purchaser Indemnitee) or Seller or Seller Guarantor (if the Indemnified Person is a Seller Indemnitee) then has or thereafter acquires the right to recover from any third party (including any insurer) any amount in respect of the matter giving rise to such Loss, the Indemnified Person shall so notify the Indemnifying Person promptly, and shall, if requested by the Indemnifying Person, take all reasonably requested steps to enforce such right (provided that any steps that would materially and adversely impair the Indemnified Person’s commercial relationship with a third party, where such commercial relationship is material to the Indemnified Person, shall not be required to be taken hereunder), and the Indemnified Person shall pay to the Indemnifying Person upon receipt of any such recovery the lesser of (1) any amount so recovered by such Person in respect of the matter giving rise to such Loss, including any interest thereon, and (2) the amount paid by the Indemnifying Person in respect of such claim (in each case, reduced by the out-of-pocket expenses incurred in connection therewith by the Indemnified Person).

(d)                                 The amount of any Loss for which indemnification is provided under this Section 10 shall be net of any amounts actually recovered by the Indemnified Person under insurance policies (net of any applicable premiums and deductibles) with respect to such Loss and such amount shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Person arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Person arising from the incurrence or payment of any such Loss.  In computing the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.  Any indemnity payment under this Agreement shall be treated as an adjustment to the Finally Determined Cash Purchase Price for Tax purposes, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to the Indemnified Person or any of its Affiliates causes any such payment not to be treated as an adjustment to the Finally Determined Cash Purchase Price for U.S. federal income Tax purposes.

10.4                        Termination of Indemnification

The obligations to indemnify and hold harmless any Indemnified Person pursuant to Section 10.1(a) or 10.2(a) shall terminate in accordance with Section 10.7; provided that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Indemnified Person shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim pursuant to Section 10.5 to the Indemnifying Person.

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10.5                        Procedures

(a)                                  In order for an Indemnified Person to be entitled to any indemnification provided for under Section 10 of this Agreement in respect of, arising out of or involving a claim made by any Person against such Indemnified Person (a Third Party Claim), such Indemnified Person must notify the Indemnifying Person in writing (and specifying the Third Party Claim in reasonable detail) of the Third Party Claim promptly (but in any event not less than [**] Business Days (or sooner, if the nature of such Third Party Claim so requires)) following receipt by such Indemnified Person of notice of the Third Party Claim; provided that failure to give such notification shall relieve the Indemnifying Person of its indemnification obligations hereunder to the extent the Indemnifying Person shall have been prejudiced as a result of such failure (and in every event, the Indemnifying Person shall not be liable for any legal expenses incurred during the period in which the Indemnified Person failed to give such notice as provided above).  Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all notices and documents (including any court papers) received by the Indemnified Person relating to the Third Party Claim.

(b)                                 If a Third Party Claim is made against an Indemnified Person, the Indemnifying Person shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person.  Should the Indemnifying Person so elect to assume the defense of a Third Party Claim, it shall do so by providing written notice to the Indemnified Person of its intention to assume the defense, and in such case, except as set forth in the proviso to the following sentence, the Indemnifying Person shall not be liable to the Indemnified Person for any legal expenses subsequently incurred by the Indemnified Person in connection with the defense thereof.  If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the Indemnifying Person), only at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control all aspects of such defense; provided that (1) in the event that an Indemnified Person is advised in writing by counsel that the Indemnifying Person and the Indemnified Person have conflicting or different defenses available, the reasonable fees and expenses of one single counsel to all Indemnified Persons shall be considered Losses for the purposes of this Agreement and (2) the reasonable fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof (other than during any period in which the Indemnified Person shall have failed to give notice of the Third Party Claim as provided above) shall be considered Losses for the purposes of this Agreement.  If the Indemnifying Person chooses to defend or prosecute a Third Party Claim, all Indemnified Persons shall cooperate in the defense or prosecution thereof.  Such cooperation shall include the retention and (upon the Indemnifying Person’s request) the provision to the Indemnifying Person of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.  Whether or not the Indemnifying Person assumes the defense of a Third Party Claim, the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Person’s prior written consent.  If the Indemnifying Person assumes the defense of a Third Party Claim, the Indemnifying Person shall be expressly permitted to, without the consent of an Indemnified Person, agree to any settlement, compromise or discharge of a Third Party Claim that relates to the imposition of monetary damages only (but only if the entire amount of the monetary damages is to be paid by the Indemnifying Person) and releases the Indemnified Person in connection with such Third Party Claim.

(c)                                  In the event any Indemnified Person should have a claim against any Indemnifying Person under Section 10.1 or 10.2 that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Person, the Indemnified Person shall deliver notice of such claim (specifying the claim in reasonable detail) with reasonable promptness to the Indemnifying Person.  Subject to Sections 10.4 and 10.7, the failure by any Indemnified Person so to notify the Indemnifying Person shall relieve the Indemnifying Person of its indemnification obligations hereunder to the extent the Indemnifying Person shall have been prejudiced as a result of such failure (and in every event, the Indemnifying Person shall not be liable for any legal expenses incurred during the period in which the Indemnified Person failed to give such notice).

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(d)                                 Each of Purchaser and Seller will (i) use their respective reasonable best efforts to keep the other advised as to the status of Tax audits and other Proceedings involving any Taxes that could reasonably be expected to give rise to a liability of Seller to Purchaser under Section 10 of this Agreement (a Tax Liability Issue), (ii) promptly furnish to the other copies of any inquiries or requests for information from any Taxing Authority concerning any Tax Liability Issue, (iii) provide prior notice to the other regarding any proposed written communication to any such Taxing Authority with respect to such Tax Liability Issue, (iv) promptly furnish to the other upon receipt copies of any information or document requests, notices of proposed adjustment, revenue agent’s reports or similar reports or notices of deficiencies together with all relevant documents, Tax Returns and memoranda related to the foregoing documents, notices or reports, relating to any Tax Liability Issue, (v) give the other and its or their accountants and counsel the reasonable opportunity to review and comment in advance on all written submissions, filings and any other information relevant to any Tax Liability Issue and (vi) consider in good faith any suggestions made by the other and its or their accountants and counsel to submit documentation or requests to attend those portions of any meetings and proceedings that relate to such proposed adjustment.  Notwithstanding the foregoing, the parties may make appropriate redactions in the submissions, filings and any other information provided to the other to preserve the confidentiality of such information as to issues that are not Tax Liability Issues.

(e)                                  Purchaser will have full responsibility for and discretion in handling any Tax controversy relating exclusively to any liabilities or asserted liabilities of the Company for Taxes in respect of periods beginning on or after the Closing Date.  Notwithstanding the foregoing, Purchaser shall not settle or compromise any claim or consent to the entry of any Judgment in connection with a Tax controversy relating exclusively to any liabilities or asserted liabilities of the Company for Taxes in respect of periods beginning on or after the Closing Date in a manner that would increase the Tax liability of the Company or Seller in any period (or portion of a period) through the Closing Date without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.  Seller shall have full responsibility for and discretion in handling any Tax controversy relating exclusively to any liabilities or asserted liabilities of the Company for Taxes in respect of periods (or portion of a period) through the Closing Date, including, without limitation, an audit, a protest to the appeals division of the Internal Revenue Service, and litigation in United States Tax Court or any other court of competent jurisdiction involving the Company (a Tax Proceeding), unless Purchaser elects to assume the defense of such Tax Proceeding by giving Seller written notice of such election within five (5) Business Days after Purchaser’s receipt of notice of such claim (provided that Purchaser may participate in, but not control, any such Tax Proceeding at its sole expense).  If Purchaser assumes the defense of such Tax Proceeding, Purchaser shall do so at its sole cost and expense, and Seller shall have no liability under Section 10.1(a) in respect of any Loss arising from such Tax Proceeding (including any liability of the Company to pay any Tax determined to be due as a result of such Tax Proceeding).  Notwithstanding the foregoing, Seller shall not settle or compromise any claim or consent to the entry of any Judgment in connection with a Tax Proceeding in a manner that would increase the Tax liability of the Company or Purchaser in any period beginning on or after the Closing Date without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed.

10.6                        Mitigation

With respect to any claim for indemnification hereunder, each Indemnified Person shall (subject to the proviso set forth in Section 10.3(c)) use its commercially reasonable efforts to (a) mitigate all Losses upon and after becoming aware of any event or circumstance that gives rise to any Losses with respect to which indemnification may be sought hereunder and (b) pursue such other indemnification rights (including by making indemnification claims under insurance policies and other Contracts and, if necessary, pursuing such claims through appropriate Proceedings), with the out-of-pocket expenses incurred by the Indemnified Person in connection with such pursuit deemed included in the calculation of any Loss hereunder.

10.7                        Survival of Representations

All of the representations, warranties, covenants and other agreements contained in this Agreement and in any Section 10.1 Document or Section 10.2 Document shall survive the Closing and shall terminate at the close of business one year following the Closing Date; provided that the (a) representations and warranties of Seller set forth

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in Section 4.17, and the representations and warranties of Holdco, Purchaser and Ikaria set forth in Section 6.17, shall survive until the close of business on the third anniversary of the Closing Date, (b) the representations and warranties of Seller set forth in Section 3.5 and Section 4.2, and the representations and warranties of Holdco and Purchaser set forth in Section 5.5 and the first two sentences of Section 5.9, shall survive until the close of business on the tenth anniversary of the Closing Date and (c) covenants and other provisions contained in this Agreement that provide by their terms to survive the Closing, shall survive Closing in accordance with their respective terms.

11.           GUARANTEED OBLIGATIONS

11.1                        Purchaser Guaranteed Obligations

(a)                                  Holdco hereby absolutely, unconditionally and irrevocably, guarantees to Seller, as primary obligor and not merely as surety, as a continuing obligation, the proper and punctual performance when due by Purchaser of all of Purchaser’s obligations under or pursuant to this Agreement, whether or not such obligations arise before, on or after the Closing Date, and without respect to whether or not the Closing occurs (the Purchaser Guaranteed Obligations).  If Purchaser fails to perform any Purchaser Guaranteed Obligation, Holdco will perform such Purchaser Guaranteed Obligation (including making any required payment) directly for the benefit of Seller.  Holdco hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that Seller exhausts any right, power or remedy (including filing any proof of claim relating to the Purchaser Guaranteed Obligations in any bankruptcy, insolvency, reorganization or similar proceeding) or proceed against Purchaser under the Agreement, or against any other Person under any other guarantee of, or security for, any of the Purchaser Guaranteed Obligations, it being understood that the guarantee in this Section 11.1(a) is a guarantee of payment and not just collection.

(b)                                 The obligations of Holdco under this Section 11.1 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Purchaser Guaranteed Obligations to the fullest extent permitted by Applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 11.1(b) that the obligations of Holdco hereunder shall be absolute and unconditional under any and all circumstances.

(c)                                  The obligations of Holdco under this Section 11.1 shall be automatically reinstated if and to the fullest extent that for any reason any payment in respect of the Purchaser Guaranteed Obligations is rescinded or must be otherwise restored, for any reason, all as though such payment had not been made (together with paying all reasonable costs and expenses (including the reasonable fees and disbursements of counsel) incurred by Seller in connection therewith).

(d)                                 The Parties acknowledge and agree that the provisions of this Section 11.1 are an integral and essential part of the transactions contemplated by this Agreement and neither Seller nor the Seller Guarantor would have entered into this Agreement without the benefit of this Section 11.1.

11.2                        Seller Guaranteed Obligations

(a)                                  The Seller Guarantor hereby absolutely, unconditionally and irrevocably, guarantees to Purchaser, as primary obligor and not merely as surety, as a continuing obligation, the proper and punctual performance when due by Seller of all of Seller’s obligations under or pursuant to this Agreement, whether or not such obligations arise before, on or after the Closing Date, and without respect to whether or not the Closing occurs (the Seller Guaranteed Obligations).  If Seller fails to perform any Seller Guaranteed Obligation, the Seller Guarantor will perform such Seller Guaranteed Obligation (including making any required payment) directly for the benefit of Purchaser.  The Seller Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that Purchaser exhausts any right, power or remedy (including filing any proof of claim relating to the Seller Guaranteed Obligations in any bankruptcy, insolvency, reorganization or similar proceeding) or proceed against Seller under the Agreement, or against any other Person under any other guarantee of, or security for, any of the

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Seller Guaranteed Obligations, it being understood that the guarantee in this Section 11.2(a) is a guarantee of payment and not just collection.

(b)                                 The obligations of the Seller Guarantor under this Section 11.2 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Seller Guaranteed Obligations to the fullest extent permitted by Applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 11.2(b) that the obligations of the Seller Guarantor hereunder shall be absolute and unconditional under any and all circumstances.

(c)                                  The obligations of the Seller Guarantor under this Section 11.2 shall be automatically reinstated if and to the fullest extent that for any reason any payment in respect of the Seller Guaranteed Obligations is rescinded or must be otherwise restored, for any reason, all as though such payment had not been made (together with paying all reasonable costs and expenses (including the reasonable fees and disbursements of counsel) incurred by Purchaser in connection therewith).

(d)                                 The Parties acknowledge and agree that the provisions of this Section 11.2 are an integral and essential part of the transactions contemplated by this Agreement and that none of Holdco, Purchaser or Ikaria would have entered into this Agreement without the benefit of this Section 11.2.

12.           MISCELLANEOUS

12.1                        Assignment

This Agreement and the rights and obligations hereunder shall not be assignable or transferable by any Party without the prior written consent of the other Parties hereto.  Any attempted assignment in violation of this Section 12.1 shall be null and void and of no effect.

12.2                        No Third-Party Beneficiaries

Except (i) for the Purchaser Indemnitees and the Seller Indemnitees and (ii) as provided in Section 7.3, this Agreement is for the sole and exclusive benefit of the Parties and their successors and permitted assigns, and nothing herein expressed or implied shall give, or be construed to give, to any Person, other than the Parties and such successors and permitted assigns, any legal or equitable right, remedies or claims under or with respect to this Agreement or any provisions hereof.

12.3                        Notices

All notices, consents, waivers, and other communications required or permitted under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand to the Party to be notified, (b) when sent by facsimile if sent during the normal business hours of the Party to be notified, if not, then on the next Business Day or (c) when received by the Party to be notified, if sent by an internationally recognized overnight delivery service, in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a Party may designate by notice to the other Parties from time to time); provided that consents sought pursuant to Section 7.1 and 7.2 (and Section 7.11) shall be permitted to be provided in accordance with those Sections.  All such notices and other communications shall be sent:

(i)                                     if to Holdco, Purchaser, any Investor, Ikaria or the Company (subsequent to the Closing), to:

Ikaria Holdings, Inc.
c/o New Mountain Capital, LLC
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Ikaria, Inc.
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Attention:  Chief Executive Officer
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with a copy (which shall not constitute notice) to:

Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
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Attention:     ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.

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and

(ii)                                  if to Seller or to the Seller Guarantor to:

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Attention:  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Head of Finance & Control
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with copies (which shall not constitute notice) to: