ACQUISITION AGREEMENT by and among INVERNESS MEDICAL INNOVATIONS, INC., ACON LABORATORIES, INC., AZURE INSTITUTE, INC., LBI, INC., OAKVILLE HONG KONG CO., LTD., ACON BIOTECH (HANGZHOU) CO., LTD., AND KARSSON OVERSEAS LTD. February 24, 2006

Exhibit 99.1

This Acquisition Agreement contains representations and warranties that Inverness and ACON made to each other. These representations and warranties were made only for the purposes of the Acquisition Agreement and solely for the benefit of Inverness and ACON as of specific dates, may be subject to important limitations and qualifications agreed to by Inverness and ACON and included in confidential disclosure schedules provided by Inverness and ACON in connection with the signing of the Acquisition Agreement, and may not be complete. Furthermore, these representations and warranties may have been made for the purposes of allocating contractual risk between Inverness and ACON instead of establishing these matters as facts, and may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of the filing of the Acquisition Agreement by Inverness with the Securities and Exchange Commission. Accordingly, you should not rely upon the representations and warranties contained in the Acquisition Agreement as characterizations of the actual state of facts, since they were intended to be for the benefit of, and to be limited to, Inverness and ACON.

ACQUISITION AGREEMENT

by and among

INVERNESS MEDICAL INNOVATIONS, INC.,

ACON LABORATORIES, INC.,

AZURE INSTITUTE, INC.,

LBI, INC.,

OAKVILLE HONG KONG CO., LTD.,

ACON BIOTECH (HANGZHOU) CO., LTD.,

AND

KARSSON OVERSEAS LTD.

February 24, 2006

TABLE OF CONTENTS

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TABLE OF DEFINITIONS

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SCHEDULES AND EXHIBITS

Schedules

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Exhibits

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ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT (this “Agreement”) is entered into as of February 24, 2006 by and among: (i) Inverness Medical Innovations, Inc., a Delaware corporation (“Buyer”); (ii) ACON Laboratories, Inc., a California corporation (“ACON Labs”), AZURE Institute, Inc., a California corporation (“Azure”), LBI Inc., a British Virgin Islands company (“LBI”), Oakville Hong Kong Co., Ltd., a Hong Kong company (“Oakville”), and Acon Biotech (Hangzhou) Co., Ltd., a wholly foreign owned enterprise (“WFOE”) established in the People’s Republic of China (“PRC” or “China”) (“Acon Bio” and together with Acon Labs, Azure, LBI, Oakville and ACON Bio, “ACON” or the “Seller Entities”); and (iii) Karsson Overseas Ltd., a British Virgin Islands company (“Parent”) and direct or indirect parent of the Seller Entities and other Affiliates (as defined herein) of the Seller Entities that are parties to agreements entered into connection with the transactions contemplated hereby.

W I T N E S S E T H

WHEREAS, certain of the Seller Entities currently develop and manufacture, among other things, lateral flow immunoassay products and directly related products at an existing facility in Hangzhou, China and sell these products to certain other Seller Entities that market, distribute and sell these products in, among other geographic locations, the United States, Canada, Europe, Israel, Australia, Japan and New Zealand;

WHEREAS, certain Seller Entities or their Affiliates are in the process of developing a new research and development and manufacturing facility in Hangzhou, China at which the lateral flow immunoassay products and related products will be manufactured in the future;

WHEREAS, certain of the Seller Entities own or have the right to use certain intellectual property rights relating to lateral flow immunoassay products;

WHEREAS, Genclonn Biotech (Hangzhou) Co., Ltd., an Affiliate of the Seller Entities (“Genclonn”), supplies certain Seller Entities with certain biological components and reagents used in the manufacture of the lateral flow immunoassay products;

WHEREAS, Buyer and certain Affiliates of Buyer have been engaged in legal proceedings with certain of the Seller Entities or their Affiliates or customers and the Buyer and each of the Seller Entities desire to settle such legal proceedings pursuant to the terms and conditions set forth in the Transaction Documents;

WHEREAS, in the first phase of the transactions contemplated by this Agreement, and subject to the terms and conditions of this Agreement, (A) the Seller Entities desire to sell, transfer and assign to Buyer, and Buyer desires to purchase from the Seller Entities, the assets, properties, interests and business of developing, manufacturing, marketing and/or selling lateral flow immunoassay products and directly related products in the United States, Canada, Europe (excluding (i) Russia, (ii) the former Soviet Republics that are not part of the European Union as of the date of this Agreement, and (iii) Turkey), Israel, Australia, Japan and New Zealand, and (B) the Seller Entities desire to transfer and assign to Buyer and Buyer desires to assume from

the Seller Entities certain liabilities, in each case as and solely to the extent provided in this Agreement;

WHEREAS, subject to the terms and conditions of this Agreement, certain Seller Entities will license to the Buyer certain intellectual property rights (i) necessary for the conduct of the business described above in the geographic locations described above, and (ii) necessary to develop and manufacture the products described above in China on the earlier of the New Facility Closing or July 31, 2006 (as provided in the ACON License);

WHEREAS, subject to the terms and conditions of this Agreement, certain Seller Entities (i) will agree to supply lateral flow immunoassay products and directly related products to Buyer for Buyer to market, distribute and sell such products in the geographic locations described above, (ii) will agree to supply, on arms-length terms, certain other products other than as provided in (i) above to Buyer for Buyer to market, distribute and sell such products, and (iii) will agree to provide Buyer with certain services to facilitate the transition to Buyer of the business described above in the geographic locations described above and the New Facility described herein;

WHEREAS, in the second phase of the transactions contemplated by this Agreement, and subject to the terms and conditions of this Agreement, LBI desires to sell, transfer and assign to Buyer, and Buyer desires to purchase from LBI, the ownership of Rich Horizons International, Ltd., a British Virgin Islands company (“Rich Horizons”) which owns ABON (as defined herein) and own and operate through ABON the New Facility (including the research, development, manufacture and testing equipment therein) and thereafter, certain Seller Entities will manage, direct and oversee the operation of that portion of the New Facility which is not Fully Functional (as defined herein) until such time as such portion is Fully Functional and control of such portion of the New Facility that has been transferred to Buyer;

WHEREAS, certain Seller Entities will receive consideration in the form of cash and securities of Buyer and such Seller Entities and certain other persons will receive certain registration and regulatory rights as more fully described in the Investor Rights Agreement (as defined herein) to be entered into among the Seller Entities, Buyer and certain other persons;

WHEREAS, as a condition to Buyer’s willingness to proceed with the transactions contemplated hereby, the Seller Entities and certain principals thereof, including the Management Team, which Buyer has been informed are receiving direct and/or indirect benefits from the transactions contemplated hereby will agree not to compete with the business to be sold, transferred and assigned to Buyer, in each case as and solely to the extent provided in the Non-Competition Agreements; and

WHEREAS, certain Seller Entities and their Affiliates are entering into an agreement (the “Second Territory Letter Agreement”) regarding an additional asset purchase agreement (the “Second Territory Agreement”) pursuant to which, and subject to the conditions set forth therein, Buyer will agree to purchase from such persons, and such persons will agree to sell, transfer and assign to Buyer, the assets, properties, interests and business of developing, manufacturing, marketing and selling lateral flow immunoassay products and directly related products in all

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other countries in which such business has not previously been sold, transferred and assigned to Buyer (the “Second Territory”);

NOW, THEREFORE, in order to consummate said transactions and in consideration of the mutual representations, warranties, covenants and agreements, and upon the terms and subject to the conditions set forth herein, the parties hereto agree as follows:

SECTION 1.           PURCHASE AND SALE OF FIRST TERRITORY ASSETS.

1.1           Sale of Assets.

(a)           Subject to the provisions of this Agreement, at the First Closing (as defined herein) the Seller Entities shall sell, transfer and assign to Buyer, free and clear of any Liens (as defined herein) other than Permitted Liens (as defined herein), all right, title and interest (other than Intellectual Property Assets owned by a third party unless such Intellectual Property Assets are the subject of licenses or other agreements assigned hereunder) in and to all of the assets, properties, interests and business of researching, developing, manufacturing, marketing and/or selling lateral flow immunoassay products and all directly related products, including, those listed on Schedule 1.1(a) (together with all materials and components of such products to the extent directly related to the lateral flow immunoassay field) in the United States, Canada, Europe (excluding (i) Russia, (ii) the former Soviet Republics that are not part of the European Union as of the date of this Agreement, and (iii) Turkey), Israel, Australia, Japan and New Zealand (the “First Territory”) (such properties, interests and business, the “First Territory Business”, and such materials, components and products, the “First Territory Products”) of the Seller Entities (except for the Excluded Assets, as defined herein), of every kind and description, tangible and intangible, real, personal or mixed, wherever located, and whether existing as of the date of this Agreement or acquired prior to the First Closing, including, without limitation, as set forth below; provided, that Buyer acknowledges that Buyer is not acquiring any tangible manufacturing assets at the First Closing:

(i)            the Leases (as defined herein) and Leased Real Property (as defined herein) listed in Schedule 1.1(a)(i);

(ii)           all of ACON Labs’ finished goods inventory directly arising out of, relating to or resulting from the First Territory Business (collectively, the “Acquired Inventory”);

(iii)          all of Seller Entities’ tangible property and assets directly arising out of, relating to or resulting from the First Territory Business listed in Schedule 1.1(a)(iii);

(iv)          (A) all of Seller Entities’ goodwill directly arising from, related to or resulting from the First Territory Business and (B) all Assigned ACON Intellectual Property Assets and Licenses (each as defined herein);

(v)           (A) all of Oakville’s and ACON Labs’ billed and unbilled accounts receivable, including without limitation, trade accounts receivable, notes receivables, vendor credits, and all other obligations from customers with respect to sales of goods or services, whether or not evidenced by a note, of Oakville and ACON Labs directly arising out of, relating

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to or resulting from the First Territory Business (including those shown on the Financial Statements (as defined herein) that have not been collected in the Ordinary Course of Business (as defined herein)) existing as of the date hereof and as of the First Closing Date (the “Receivables”), and (B) in each case, solely to the extent related to an Assumed Liability, all claims, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature;

(vi)          all of Seller Entities’ right, title and interest in and to (A) all Material Contracts, except for Excluded Agreements (each as defined herein), (B) all other agreements, contracts, understandings or arrangements by which a Seller Entity is bound and which directly arises out of, relates to or results from the First Territory Business, and (C) any agreement, contract, understanding or arrangement, by which a Seller Entity or any of its Affiliates (as defined herein) is bound that is entered into during the period from the date hereof to the date of the First Closing (the “Pre-Closing Period”) and which directly arises out of, relates to or results from the First Territory Business (a “Seller Contract”) to the extent that, prior to the First Closing, Buyer notifies the Seller Entities in writing that such Seller Contract is a Transferred Contract (it being understood that if during the Pre-Closing Period any Seller Entity enters into a Seller Contract without the prior written consent of Buyer, then notwithstanding this clause (B), Buyer shall be entitled to designate such Seller Contract as a Transferred Contract or an Excluded Contract at any time (either before or after the First Closing) within ten (10) days after the date a Seller Entity provides Buyer with a copy of such Seller Contract and notifies Buyer that such Seller Contract was entered into during the Pre-Closing Period without Buyer’s consent) (such agreements, contracts, understandings and arrangements included in (A), (B) and (C) above, the “Transferred Contracts”);

(vii)         all of Seller Entities’ right, title and interest in and to all unfilled, standing or open customer purchase orders directly arising out of, relating to or resulting from the First Territory Business existing as of the First Closing that arose in the Ordinary Course of Business;

(viii)        to the extent assignable, all of Seller Entities’ right, title and interest in and to all franchises, licenses, permits, certifications, approvals and authorizations directly arising out of, relating to or resulting from the First Territory Business (the “Assumed Orders”);

(ix)           Transferred Contracts or other arrangements for housing and transportation for the Transferred Employees (each as defined herein);

(x)            (A) solely to the extent related to an Assumed Liability, all claims (including claims for infringement or misappropriation of ACON Intellectual Property Assets and/or ACON In-Licensed Intellectual Property Assets or rights related thereto included in the Transferred Assets (as defined herein)) and (B) solely to the extent related to an Assumed Liability, causes of action of Seller Entities against any other person, whether or not such claims and causes of action have been asserted, and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery of Seller Entities (regardless of whether such rights are currently exercisable) directly relating to the Transferred Assets, the Assumed Liabilities or the First Territory Business arising out of circumstances occurring on or after the First Closing; and

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(xi)           all other assets and properties of the Seller Entities directly arising out of, relating to or resulting from the First Territory Business of every nature whatsoever tangible and intangible, and wherever located, such as any business records, customer lists, customer records, and histories, customer invoices, lists of suppliers and vendors and all records relating thereto, list of sales agents, price lists, engineering drawings, records with respect to production, engineering, product development costs, advertising matter, catalogues, photographs, instruction manuals, sales literature and materials, purchasing materials, media materials, manufacturing and quality control records and procedures, research and development files, design history files, regulatory documents (including documents retained and/or submitted to regulatory agencies), data and laboratory books and media materials and plates.

Notwithstanding anything to the contrary set forth herein, the Seller Entities reserve any and all rights arising from, relating to or resulting from ACON Intellectual Property Assets and ACON In-Licensed Intellectual Property Assets as reasonably necessary or useful to conduct (i) their respective obligations contemplated by this Agreement and the other Transaction Documents, and (ii) the testing, monitoring, diagnosing, prognostication, treatment, management or cure of diabetes.

The assets and property of the First Territory Business of the Seller Entities being sold to and purchased by Buyer under this Section 1.1(a) are herein referred to as the “Transferred Assets.”

(b)           There shall be excluded from such purchase and sale the following assets and property (the “Excluded Assets”) of the Seller Entities:

(i)            all cash, cash equivalents, bank accounts, bank deposits, liquid investments, deposits, prepaid expenses, and insurance assets of Seller Entities;

(ii)           all assets primarily relating to the business of researching, developing, manufacturing, marketing and/or selling (A) non-lateral flow immunoassay technology and products in the point of care testing field, (B) other non-lateral flow immunoassay products or medical devices specifically designed for use in the diagnostic or reference laboratory business, (C) all other non-lateral flow immunoassay related technologies and related products (except for those products directly related to lateral flow immunoassay products that constitute First Territory Products), (D) lateral flow immunoassay products in the Second Territory, (E) all other non-lateral flow businesses of the Seller Entities, and (F) products related to the testing, monitoring, diagnosis, prognostication, treatment, management or cure of diabetes (collectively, the “Excluded Businesses”);

(iii)          all inventory, stock in trade, work-in-progress, and raw materials other than the Acquired Inventory (including that arising out of, relating to or resulting from the First Territory Business, collectively, the “Inventory”);

(iv)          subject to the rights afforded to Buyer under the Ancillary Agreements (as defined herein), the Retained ACON Intellectual Property Assets;

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(v)           all rights under each contract set forth on Schedule 1.1(b)(v) and specifically identified as a dual use contract (the “Dual Use Contracts”) or as designated as an “Excluded Contract” pursuant to the last paragraph of this Section 1.1;

(vi)          all contracts of the Seller Entities other than Transferred Contracts;

(vii)         all employee benefit plans and arrangements, including all Employee Plans (as defined herein);

(viii)        any and all claims of the Seller Entities for prepaid Taxes or refunds of Taxes (as defined herein) or rights to use tax attributes, including, but not limited to, losses carried forward, tax credits, investment credits or depreciation allowance, all arising from or relating to any period (or a portion of any period) ending on or before the First Closing for the First Territory Business or the New Facility Closing for the New Facility, as applicable;

(ix)           corporate seals and chops, certificates of incorporation or business licenses, minute books, stock transfer records, and other similar records related to the corporate organization of the Seller Entities;

(x)            all personnel records and other records that the Seller Entities are required by law to retain in their possession; provided, that copies of documents relevant to Buyer’s operation and management of the First Territory Business, Transferred Assets, Assumed Liabilities and Transferred Employees are furnished to Buyer;

(xi)           any deposits and advances, rebates and credits or claims of the Seller Entities with respect to the Excluded Assets;

(xii)          any intercompany or intracompany receivables or payables between the Seller Entities and any of their respective Affiliates or Affiliates of such Affiliates;

(xiii)         the Existing Facility, including the manufacturing, testing and research and development equipment and related assets located therein;

(xiv)        except for claims to be assigned to Buyer pursuant to Section 1.1(a)(x), all claims (including claims for infringement or misappropriation of ACON Intellectual Property Assets and/or ACON In-Licensed Intellectual Property Assets or rights related thereto included in the Transferred Assets (as defined herein)) and causes of action of Seller Entities against any other person, whether or not such claims and causes of action have been asserted, and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery of Seller Entities (regardless of whether such rights are currently exercisable) relating to the Excluded Assets, the Excluded Liabilities or the First Territory Business arising out of circumstances occurring prior to the First Closing;

(xv)         all Marks (other than those Marks owned and used by the Seller Entities solely in the First Territory Business);

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(xvi)        all rights under the Transaction Documents (as defined herein); and

(xvii)       any assets, properties, interests and businesses of any nature whatsoever in respect of, related to or resulting from any business of the Seller Entities (including without limitation the Excluded Businesses) other than developing, marketing and/or selling the First Territory Products in the First Territory, of every kind and description, tangible and intangible, real, personal or mixed, wherever located, and whether existing as of the date of this Agreement or acquired prior to the First Closing.

Notwithstanding anything contained herein or in any Ancillary Agreement to the contrary, the Buyer’s Affiliate, Orgenics, who currently purchases products from the Seller Entities shall be entitled to sell products in those countries in the Second Territory solely to the extent that such products are purchased from a Seller Entity or an Affiliate thereof for sale into such countries in the Second Territory.

Notwithstanding anything herein to the contrary, to the extent a Material Contract has not been provided in its entirety (including all exhibits) to Buyer for review prior to the execution of this Agreement then at a reasonable period of time prior to the First Closing (but not less than three (3) business days prior thereto) the Seller Entities shall make available to Buyer such Material Contract in its entirety (including all exhibits) for review by Buyer and its counsel.  After such review, Buyer shall have the right, exercisable in its reasonable discretion, to designate such Material Contract as a Transferred Contract or an Excluded Contract.  The parties acknowledge and agree that should the Buyer designate any such contract an Excluded Contract, performance thereunder shall not be deemed to be a breach of this Agreement or the Non-Competition Agreement; provided, that to the extent that the Seller Entities and their Affiliates are obligated to supply products under such Excluded Contract, the Seller Entities and their Affiliates shall procure such supply from Buyer on the pricing set forth in such agreement less a reasonable administrative fee.

1.2           Liabilities.

(a)           Buyer shall assume, at the First Closing, the following obligations and liabilities (individually an “Assumed Liability” and collectively the “Assumed Liabilities”): (i) the liabilities and obligations of the Seller Entities under the Transferred Contracts and the Assumed Orders, but only to the extent such obligations: (A) are to be performed after the First Closing; (B) do not arise from or relate to any breach by the Seller Entities of any provision of any of the Transferred Contracts; and (C) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the First Closing that, with notice or lapse of time, would (and only to the extent they would) constitute or result in a breach by the Seller Entities, Buyer or any of their respective Affiliates of any of the Transferred Contracts (the “Contract Liabilities”), (ii) trade accounts payable (except for those arising from purchases of raw materials or otherwise arising from or related to purchases of inventory, materials, components and the like) and accrued expenses of the Seller Entities as listed on Schedule 1.2(a)(ii) as and to the extent included in the determination of First Territory Working Capital pursuant to Section 3.4 hereto (“Assumed Payables”) (iii) any current liability reflected on the FT Closing Statement or similar liabilities incurred after the date of the FT Closing Statement in the ordinary course of business, to the

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extent (A) it remains as a liability of the First Territory Business on the First Closing Date and is not yet due and payable on such date, and (B) that it is included in the determination of First Territory Working Capital pursuant to Section 3.4 hereto; (iv) all current liabilities arising after the First Closing Date directly relating to warranty and product liability claims, rebate programs and returned products directly relating to the First Territory Business (subject to Section 1.2(b) below); (v) all liabilities relating to the each of the Transferred First Territory Employees after their respective start dates and the liability for accrued vacation pay due the Transferred First Territory Employees based in California as listed on Schedule 1.2(a)(v) and provided to Buyer prior to the First Closing and as and to the extent included in the determination of First Territory Working Capital pursuant to Section 3.4 hereto; and (vi) all liabilities arising out of or directly relating to ownership or operation of the First Territory Business or the Transferred Assets after the First Closing.  Notwithstanding anything in this Agreement to the contrary, except as provided in any Ancillary Agreement, the Assumed Liabilities shall not include, and Buyer shall not assume and shall not pay or be liable for (i) any liability under any Excluded Contract or any contract other than a Transferred Contract or an Assumed Order; (ii) any liability with respect to Taxes of the Seller Entities or Taxes attributable to the Excluded Assets or Excluded Business for any period; (iii) any Taxes attributable to the Transferred Assets and the First Territory Business arising from or relating to any period (or a portion of any period) ending on or before the First Closing for the First Territory Business; and any Taxes arising as a result of, or relating to, the transactions contemplated hereby except as otherwise expressly provided in Section 1.8 hereof; (iv) any liability to any current or former employee or independent contractor (to the extent not a party to a Transferred Contract) of the Seller Entities or any of its Affiliates arising, in respect of Transferred Employees, prior to their respective Start Dates (as defined herein) and in respect of all other former and current employees or independent contractors (to the extent not a party to a Transferred Contract) of the Seller Entities or their Affiliates, at any time before the First Closing Date; (vi) any liability under any employee benefit plans or arrangements or Employee Plans of the Seller Entities or any of their Affiliates; and (v) any liability to the extent relating to any period of time prior to and including the consummation of the First Closing.

The assumption of the Assumed Liabilities by Buyer shall not enlarge any rights of third parties under contracts or arrangements with Buyer or the Seller Entities or any of their respective Affiliates or subsidiaries.  No parties other than Buyer and the Seller Entities shall have any rights under this Agreement.

Except as otherwise provided for in the Transaction Documents, Buyer shall be responsible for liabilities and obligations directly arising from, relating to or resulting from the ownership and operation of the First Territory Business after the First Closing Date.

(b)           Except for the Assumed Liabilities, Buyer shall not assume or be bound by any obligations or liabilities of the Seller Entities or any Affiliate of the Seller Entities of any kind or nature whatsoever, whether known, unknown, accrued, absolute, contingent or otherwise, now existing or hereafter arising (the “Excluded Liabilities”).  Except for the Assumed Liabilities, the Seller Entities shall be responsible for and pay any and all obligations and liabilities of every kind or nature whatsoever relating to (i) their operations prior to the First Closing, (ii) the Excluded Assets or the Excluded Businesses, (iii) all liabilities of the Seller Entities other than the Assumed Liabilities or (iv) any event, act, omission, condition or any

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other state of facts to the extent occurring or existing prior to or at the First Closing (including, in each case, without limitation, any obligation or liability relating to or associated with infringement or misappropriation of ACON Intellectual Property Assets or ACON In-Licensed Intellectual Property Assets, Tax matters, pension and benefits matters, compliance with Laws or licensing requirements, personal injury and property damage matters and environmental and worker health and safety matters).  Notwithstanding the foregoing, (i) to the extent warranty claims, rebate claims and returned product demands arise in the Ordinary Course of Business after the First Closing with respect to sales made prior to the First Closing, Buyer shall satisfy such obligations at its cost through products supplied by ACON Bio pursuant to the Supply Agreement; and (ii) Buyer shall satisfy all product liability obligations arising out of the Transferred Assets and the First Territory Business except and to the extent that product liability insurance held in the Ordinary Course of Business is available for any such claim.

1.3           First Closing.  The closing of the purchase and sale of the First Territory Business provided for in this Agreement (the “First Closing”) shall be held at the offices of ▇▇▇▇▇▇▇ Procter LLP, Exchange Place, Boston, Massachusetts 02109 no later than five (5) business days following the satisfaction or waiver of the conditions set forth in Section 8, or at such other place or later date as may be fixed by mutual agreement of Buyer and the Seller Entities (the “First Closing Date”).  The First Closing shall be deemed to occur as of 12:01 a.m. Pacific Standard Time on the First Closing Date.

1.4           Transfer of Transferred Assets.

(a)           At the First Closing, the Seller Entities shall deliver or cause to be delivered to Buyer good and sufficient instruments of transfer transferring to Buyer all right, title and interest in and to all of the Transferred Assets.  Such instruments of transfer (i) shall be in the form which is usual and customary for transferring the type of property involved under the Laws of the jurisdictions applicable to such transfers, (ii) shall be in form and substance reasonably satisfactory to Buyer and its counsel, (iii) shall effectively vest in Buyer good, valid and marketable title in and to all of the Transferred Assets free and clear of all mortgages, pledges, security interests, charges, liens, restrictions, easements, covenants, assessments, claims, judgments and encumbrances of any kind (collectively, “Liens”) other than Permitted Liens, and (iv) where applicable, shall be accompanied by evidence of the discharge of all Liens against the Transferred Assets, other than Permitted Liens, as of the First Closing Date.

(b)           For purposes of this Agreement, “Permitted Liens” shall mean (i) Liens for Taxes which are not then delinquent, (ii) Liens set forth on Schedule 1.4(b), (iii) pledges or deposits of money securing statutory obligations under workmen’s compensation, unemployment insurance, social security or public liability laws or similar legislation (excluding Liens under ERISA); (iv) pledges or deposits of money securing bids, tenders, contracts (other than contracts for the payment of money) or leases to which any Seller Entity is a party as lessee made in the Ordinary Course of Business; (v) inchoate and unperfected workers’, mechanics’, vendors’ or similar liens arising in the Ordinary Course of Business, (vi) carriers’, warehousemen’s, suppliers’ or other similar possessory liens arising in the Ordinary Course of Business so long as such Liens attach only to Inventory; and (vii) deposits securing, or in lieu of, surety, appeal or customs bonds in proceedings to which any Seller Entity is a party; (viii) with respect to any Intellectual Property Asset, all Liens (other than Liens evidencing or securing financial

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obligations) of any kind evidenced by the documents or other instruments true, correct and complete copies of which were provided to Buyer (other than relating to commercial off-the-shelf computer software having a cost of less than one thousand dollars ($1,000) per seat or license, and other standard form non-exclusive licenses with respect to Intellectual Property Assets available generally which licenses have a cost of less than fifty thousand dollars ($50,000) per year) pursuant to which the Seller Entities or their respective Affiliates acquired their right, title or interest in or to such Intellectual Property Asset; and (ix) Liens which do not, in the aggregate, exceed fifty thousand dollars ($50,000).

1.5           Delivery of Records and Contracts.  At the First Closing and subject to the provisions of Section 1.7, the Seller Entities shall deliver (delivery to the Leased Real Property shall be deemed delivery) or cause to be delivered to Buyer all of the Transferred Contracts (including all of the Material Contracts other than Excluded Contracts) and Assumed Orders, with such assignments thereof and consents to assignments as are necessary to assure Buyer of the full benefit of the same.  The Seller Entities shall also deliver (delivery to the Leased Real Property shall be deemed delivery) or cause to be delivered to Buyer at the Closing or as soon as reasonably practicable thereafter, but in any event within thirty (30) days thereafter unless otherwise agreed to by Buyer and the Seller Entities, or substantially concurrently with the removal of the Transferred Assets, all of the Seller Entities’ business records, books and other data relating to the First Territory Business to the extent the same constitute part of the Transferred Assets, and the Seller Entities shall take all requisite steps to put Buyer in actual possession and operating control of the First Territory Business of the Seller Entities and their Affiliates.  After the First Closing, Buyer shall afford to the Seller Entities and its accountants and attorneys, as may be reasonably requested after the First Closing, reasonable access to the books and records of the Seller Entities delivered to Buyer under this Section 1.5 and shall permit the Seller Entities, at the Seller Entities’ expense, to make extracts and copies therefrom.  The Seller Entity shall cause to be delivered to Buyer on or prior to the First Closing Date a complete copy (which may be electronic) of the documents and information included in the electronic data room as of the execution of this Agreement provided by the Seller Entities for review to Buyer during the negotiation of this Agreement including an electronic index thereof.

1.6           Further Assurances.  The Seller Entities from time to time after the First Closing at the request of Buyer and without further consideration shall execute and deliver further instruments of transfer and assignment (in addition to those delivered under Sections 1.4 and 1.5) and take such other actions as Buyer may reasonably require to effectively transfer and assign to, and vest in, Buyer all right, title and interest in and to each of the Transferred Assets.  The Seller Entities shall execute all papers and otherwise reasonably cooperate (at Buyer’s sole cost and expense) with Buyer and/or Buyer’s designees in preparing, filing, prosecuting, obtaining, enforcing and/or defending any of the Assigned ACON Intellectual Property Assets after the First Closing Date.  Furthermore, if for any reason Buyer is unable (after using reasonable efforts) to obtain the Seller Entities’ execution of any paper necessary to prepare, file, prosecute, obtain, enforce and/or defend any of the Assigned ACON Intellectual Property Assets after the First Closing Date, each of Seller Entities hereby grants to Buyer its limited power of attorney only for the purpose of executing any such papers necessary to do same.

1.7           Procedures for Assets not Transferable.  Notwithstanding anything to the contrary set forth herein, with respect to the Dual Use Contracts and any of the contracts or agreements or

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any other property or rights included in the Transferred Assets which is not assignable or transferable either by virtue of the provisions thereof or under applicable Law without the consent of some party or parties and any such consent is not obtained prior to the First Closing, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and, unless otherwise agreed between Buyer and the Seller Entities with respect to such contract, Buyer shall not assume the Seller Entities’ obligations with respect thereto, but the Seller Entities shall use all commercially reasonable efforts to obtain any such consent for contracts other than Dual Use Contracts as soon as possible after the First Closing and otherwise obtain for Buyer the practical benefit of such property or rights (including Dual Use Contracts) and Buyer shall use all commercially reasonable efforts to assist in that endeavor.  In the event that any purchase order included in the Transferred Assets is not assigned by any Seller Entity by reason of the foregoing provisions of this Section 1.7, Buyer agrees to purchase from such Seller Entity at the contract price all property thereunder which such Seller Entity is obligated to purchase and such Seller Entity agrees to sell the same to Buyer at such price.  In the event that any sales order included in the Transferred Assets is not assigned by the Seller Entity by reason of the foregoing provisions of this Section 1.7, Buyer agrees to sell to such Seller Entity any products required to complete such contracts at the same price provided for therein and otherwise to complete such contracts on behalf of such Seller Entity and such Seller Entity agrees to purchase the same from Buyer at such price.  In any such arrangement, Buyer shall have the sole responsibility with respect to the completion of the work following the First Closing Date; shall bear all costs and expenses with respect thereto arising or occurring after the First Closing Date; shall be solely entitled to the benefits; and shall be solely responsible for any breach of warranty with respect to First Territory Products to the extent they are manufactured after the First Closing Date. The Seller Entities agree to contact the counterparties to the Dual Use Contracts promptly following the date hereof, and in any event within ten (10) business days of the date hereof to discuss such party’s Dual Use Contract(s) and the proposed arrangements that are necessary in order to provide the Buyer with the full benefits of such Dual Use Contract(s) in connection the operation of the First Territory Business.  The Seller Entities shall keep Buyer reasonably informed of the progress of such discussions and shall provide Buyer with (a) an opportunity to participate in the discussion with the applicable counterparty and (b) any proposed amendment to such Dual Use Agreement(s) in order to effectuate the foregoing.  Buyer agrees to provide such information and assistance to the Seller Entities and the counterparties to such Dual Use Agreements as may be reasonably requested except where such information is the subject of an existing nondisclosure and/or non-use obligation.

1.8           Sales and Transfer Taxes.  Notwithstanding any provision of this Agreement which is inconsistent or contrary, all sales, use, VAT, stamp duty, recording, documentary and transfer taxes, fees and duties under applicable Law incurred in connection with this Agreement or the transactions contemplated hereby, including the sale and transfer of the Transferred Assets, will be borne and paid one-half (1/2) by the Seller Entities and one-half (1/2) by the Buyer.

1.9           Withholding.  The Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any person such amounts as the Buyer determines it is required to deduct and withhold under the Code or the Treasury Regulations or any other provision of state, local or foreign Tax Law.  The amounts so deducted and withheld shall be treated for all purposes as having been paid to such person in respect of which such deduction and withholding was made. If Buyer determines that it may be required to

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withhold any amount with respect to payments under this Agreement, it shall promptly notify the Seller Entities.  Buyer shall cooperate with the Seller Entities in determining whether or not any such withholding is in fact required and shall consider in good faith any facts or legal analysis provided to it by the Seller Entities regarding such potential withholding obligation.

1.10         Governmental Filings and Consents.  The parties hereto agree that certain Governmental Filings and Consents (as defined herein) set forth on Schedule 6.2 hereto may be necessary in connection with the consummation of the transactions contemplated by this Agreement.  Each party has agreed to take certain actions with respect to such Governmental Filings and Consents including without limitation the covenants of the Seller Entities and the Buyer set forth in Sections 5.1 and 7.1, respectively.  In the event the conditions to the First Closing set forth in Sections 8.1 and 8.2 hereof are otherwise satisfied or waived and the filings set forth on Schedule 6.2 have been made if required by applicable Law, the Buyer may request that the Seller Entities consummate the transactions contemplated at the First Closing; provided, however, that to the extent such transactions require the consent or approval of the Governmental Authority in the jurisdiction where the filings set forth on Schedule 6.2 hereof have been made, the Buyer and Seller Entities shall use commercially reasonable efforts to consummate the transactions contemplated at the First Closing to the maximum extent permitted by applicable Law with the payment contemplated by Section 3.1 to be pro rated based upon revenues and any portion of such transactions that may not be completed at such date shall be completed upon receipt of such consent or approval as is required under applicable Law.  The parties acknowledge and agree that the foregoing may require certain amendments to the Ancillary Agreements to permit the Seller Entities to continue to operate the First Territory Business in any such jurisdiction.

SECTION 2.           PURCHASE OF RICH HORIZONS; NEW FACILITY CLOSING.

2.1           Purchase of New Facility Equity Interests.  Subject to the provisions of this Agreement, at the New Facility Closing (as defined herein) LBI shall sell to Buyer and Buyer shall purchase from LBI, free and clear of any Liens, one hundred percent (100%) of the capital stock of Rich Horizons (the “New Facility Equity Interests”).

2.2           New Facility Closing.  The closing of the purchase and sale of the New Facility Equity Interests provided for in this Agreement (the “New Facility Closing”) shall be held at the offices of ▇▇▇▇▇▇▇ Procter LLP, Boston, Massachusetts no later than five (5) business days following the satisfaction or waiver of the conditions set forth in Section 9, or at such other place or later date as may be fixed by mutual agreement of Buyer and LBI (the “New Facility Closing Date”).  The First Closing and the New Facility Closing shall each be referred as a “Closing” and the First Closing Date and the New Facility Closing Date shall each be referred to as a “Closing Date”. The New Facility Closing shall be deemed to occur as of 12:01 a.m. Pacific Standard Time on the New Facility Closing Date.

2.3           New Facility Indebtedness.  ABON and Rich Horizons shall remain responsible for the NF Indebtedness.  The amount payable in cash to LBI pursuant to Section 3.2(a)(i) shall be adjusted on a dollar-for-dollar amount to the extent of the Net NF Indebtedness.  For avoidance of doubt, if the Net NF Indebtedness is a positive number, the New Facility Purchase Price shall be decreased by the amount of such number and if the Net NF Indebtedness is a negative number the New Facility Purchase Price shall be increased by the amount of such number.  “NF

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Indebtedness” shall mean any and all indebtedness outstanding as of the New Facility Closing Date (including, but not limited to, indebtedness for borrowed money incurred in the development of the New Facility) of ABON and Rich Horizons and shall not be included in the determination of New Facility Working Capital.  “Net NF Indebtedness” shall mean the (1) amount of NF Indebtedness, less (2) one-half (1/2) of the NF Indebtedness for borrowed money incurred in the development of the New Facility but not more than four million dollars ($4,000,000), less (3) the aggregate amount of cash representing the ABON capital contribution required by Section 9.1(o) (not more than $8,263,500 plus interest earned thereon, if any) and held by ABON in a segregated and restricted bank account as of the New Facility Closing.

2.4           Tangible Assets.  The Seller Entities shall cause ABON to have all right, title and interest in, free and clear of all Liens except Permitted Liens, or a valid leasehold interest in all tangible assets located in the New Facility or used at the New Facility in order to fulfill the conditions set forth in Section 9.1(f) hereof.

SECTION 3.           FIRST TERRITORY PURCHASE PRICE AND NEW FACILITY CLOSING PURCHASE PRICE

In consideration of the transactions contemplated by, and subject to the terms and conditions of, this Agreement, Buyer shall pay to the Seller Entities a total purchase price of between one hundred forty million dollars ($140,000,000) and one hundred seventy-five million dollars ($175,000,000) to be paid pursuant to Sections 3.1 and 3.2; plus or minus, as the case may be, the First Territory Working Capital Surplus or First Territory Working Capital Shortfall; plus or minus, as the case may be, the New Facility Working Capital Surplus or New Facility Working Capital Shortfall; and, plus or minus, as the case may be, the Net NF Indebtedness.

3.1           First Territory Purchase Price.  In consideration of the sale by the Seller Entities to Buyer of the Transferred Assets, subject to the assumption by Buyer of the Assumed Liabilities, Buyer will pay an aggregate purchase price (the “First Territory Purchase Price”) equal to eighty five million dollars ($85,000,000) plus or minus, as the case may be, the First Territory Working Capital Surplus or First Territory Working Capital Shortfall.  The First Territory Purchase Price shall be paid as follows:

(a)           at the First Closing, Buyer shall deliver to the Seller Entities by bank wire transfer pursuant to wiring instructions set forth in a written notice delivered to Buyer not less than five (5) business days prior to the First Closing, fifty six million two hundred fifty thousand dollars ($56,250,000);

(b)           at the First Closing, Buyer shall deliver to the Seller Entities eighteen million seven hundred fifty thousand dollars ($18,750,000) of common stock, par value $0.01 per share, (the “Common Stock”) of Buyer, the number of shares to be determined by dividing said eighteen million seven hundred fifty thousand dollars ($18,750,000) by a price per share equal to the greater of (1) the volume weighted average price (“VWAP”) of the Common Stock during the ten (10) trading days preceding the issuance of such security by one (1) day, and (2) ninety percent (90%) of the VWAP of the Common Stock during the ten (10) trading days preceding the signing of this Agreement (the “Reference Price”); and

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(c)           on the first anniversary of the New Facility Closing (the “Deferred Payment Date”), Buyer shall pay to the Seller Entities the amount of ten million dollars ($10,000,000) by delivery of cash by bank wire transfer pursuant to wiring instructions set forth in a written notice delivered to Buyer not less than five (5) business days prior to the Deferred Payment Date.  Notwithstanding the foregoing, (x) if prior to the Deferred Payment Date a claim has been made by Buyer pursuant to Section 11.1 which has not been fully resolved, the Deferred Payment Date shall be deferred solely with respect to an amount equal to the amount of such claim (if the amount of such claim is less than the amount otherwise payable on the Deferred Payment Date) until such time that the claim subject to indemnification has been resolved pursuant to Section 11 or by mutual agreement of the parties, and (y) the Deferred Payment is subject to set-off as provided herein.

On any payment date, the number of shares of Common Stock to be issued shall be determined by dividing the value of the Common Stock to be issued by the Reference Price.

3.2           New Facility Purchase Price.

(a)           In consideration of the sale by LBI to Buyer of the New Facility Equity Interests, Buyer will pay an aggregate purchase price (the “New Facility Purchase Price”) of between fifty five million dollars ($55,000,000) and ninety million dollars ($90,000,000) plus or minus, as the case may be, the New Facility Working Capital Surplus or New Facility Working Capital Shortfall and plus or minus, as the case may be, the Net NF Indebtedness pursuant to Section 2.3.  Subject to Section 3.2(c) hereof, the New Facility Purchase Price shall be determined and paid as follows:

(i)            at the New Facility Closing, Buyer shall deliver to LBI the sum of twenty million dollars ($20,000,000) minus the adjustment, if any, for NF Indebtedness pursuant to Section 2.3, as follows:  (1) cash, in the amount of eight million seven hundred fifty thousand ($8,750,000) plus or minus, as the case may be, the Net NF Indebtedness pursuant to Section 2.3, by bank wire transfer pursuant to wiring instructions set forth in a written notice delivered to Buyer not less than five (5) business days prior to the New Facility Closing, and (2) eleven million two hundred fifty thousand dollars ($11,250,000) of Common Stock;

(ii)           On the tenth (10^th) business day following the date that written notice is provided to Buyer by ACON Bio and each member of the Management Team certifying that the New Facility’s production capacity for substantially all of the First Territory Products sold in the United States by the Seller Entities is Fully Functional (as determined under item (ii) on Schedule 9.1(f)) (the “U.S. Milestone Payment Date”), Buyer shall deliver to LBI an amount equal to fifty percent (50%) of the amount by which the First Territory Formula Price (as defined herein) exceeds one hundred fifteen million dollars ($115,000,000) (the “U.S. Milestone Payment”) as follows: (1) twelve million five hundred thousand dollars ($12,500,000) of Common Stock, and (2) cash in an amount by which the amount due under this paragraph (ii) exceeds twelve million five hundred thousand dollars ($12,500,000), by bank wire transfer pursuant to wiring instructions set forth in a written notice delivered to Buyer not less than five (5) business days prior to the date set for payment hereof;

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(iii)                               On the tenth (10^th) business day following the date that written notice is provided to Buyer by ACON Bio and each member of the Management Team certifying that the New Facility’s production capacity for substantially all of the First Territory Products sold in Europe is Fully Functional (as determined under item (iii) on Schedule 9.1(f)) (the “European Milestone Payment Date”), Buyer shall deliver to LBI an amount equal to forty percent (40%) of the amount by which the First Territory Formula Price exceeds one hundred fifteen million dollars ($115,000,0000) (the “European Milestone Payment”) as follows: (1) seven million five hundred thousand dollars ($7,500,000) of Common Stock and (2) cash, in an amount by which the amount due under this paragraph (iii) exceeds seven million five hundred thousand ($7,500,000), by bank wire transfer pursuant to wiring instructions set forth in a written notice delivered to Buyer not less than five (5) business days prior to the First Closing;

(iv)                              On the tenth (10^th) business day following the date that written notice is provided to Buyer by ACON Bio and each member of the Management Team certifying that the New Facility’s production capacity for substantially all of the First Territory Products sold in all countries other than the United States and Europe is Fully Functional (as determined under item (iv) on Schedule 9.1(f)), Buyer shall deliver to LBI an amount equal to ten percent (10%) of the amount by which the First Territory Formula Price exceeds one hundred fifteen million dollars ($115,000,000) as follows:  cash by bank wire transfer pursuant to wiring instructions set forth in a written notice delivered to Buyer not less than five (5) business days prior to the First Closing;

(v)                                 On the tenth (10^th) business day following the date that written notice is provided to Buyer by ACON Bio and each member of the Management Team certifying that the New Facility has received all relevant approvals from, and has made all filings with, the relevant Governmental Authorities permitting the commercial export, sale, distribution and use in China of First Territory Products manufactured at the New Facility (as defined herein), including, a medical devices distribution permit, medicine distribution permit, good supply practices permit and, as applicable, individual medical device or medicine registration certificates and production approvals, and as set forth in item (v) on Schedule 9.1(f).  Buyer shall deliver to LBI the sum of ten million dollars ($10,000,000) as follows:  cash by bank wire transfer pursuant to wiring instructions set forth in a written notice delivered to Buyer not less than five (5) business days prior to the First Closing;

(b)                                 In the event the New Facility Closing occurs on or prior to April 30, 2006, for issuances of Common Stock after such date (except as provided below), the Reference Price for such issuance shall instead equal the price equal to the higher of (i) the VWAP of Common Stock during the ten (10) trading days ending on the last trading day of March 2006, and (ii) ninety percent (90%) of the VWAP of the Common Stock during the ten (10) trading days preceding the date hereof; provided, however, that in the event the New Facility has not been completed as contemplated on or prior to October 31, 2006, the Reference Price for issuances after October 31, 2006 shall be as set forth in Section 3.1(b) above.  For purposes of this Section 3.2(b), the New Facility will be deemed completed when all conditions precedent to the payments contemplated under Section 3.2(a)(i) through 3.2(a)(iv) have been met to Buyer’s reasonable satisfaction.

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(c)                                  Notwithstanding anything to the contrary, the aggregate value of Common Stock being issued by the Buyer to the Seller Entities pursuant to Section 3.1 and this Section 3.2 above shall not exceed fifty million dollars ($50,000,000) with the balance being paid in cash.  In addition, the portion of Common Stock to be issued to the Seller Entities on the various payment dates shall be adjusted to the extent that the then current fair market value of the Common Stock changes so that the aggregate value of Common Stock paid as consideration under this Agreement equals, to the extent possible, but does not exceed fifty million dollars ($50,000,000).  Notwithstanding anything to the contrary, the aggregate number of shares of Common Stock being issued by the Buyer to the Seller Entities pursuant to Section 3.1 and this Section 3.2 above shall not exceed the lesser of (i) 2,130,000 shares, or (ii) such number of shares as would require Buyer to obtain shareholder approval for such issuance pursuant to the then-existing rules of any applicable stock exchange or automated quotation system on which any of the Buyer’s securities are then listed or quoted.  In addition, the Buyer shall issue the Common Stock payable pursuant to Section 3.1 and 3.2 to any Affiliate of the Seller Entities as the applicable Seller Entity shall direct in writing; provided, however, that (1) such issuance complies with all applicable Laws, including all applicable foreign, federal and state securities laws; (2) such issuance can be made without registration under applicable foreign, federal or state securities Laws; (3) such issuance does not require any filing with any Governmental Authority pursuant to the HSR Act; (4) such party becomes a party hereto by execution of a Joinder Agreement in the form attached hereto to the extent of the Common Stock so issued to such party; and (5) such party becomes a party to the Investor Rights Agreement.

(d)                                 For purposes of this Agreement:

(i)                                     “First Territory Formula Price” shall mean the average of 3.5 times Revenue and eleven (11) times Pre-Tax Profit, in each case as calculated under GAAP consistently applied and determined in accordance with paragraphs (ii) and (iii) below, except that if such average is greater than one hundred sixty five million dollars ($165,000,000), the First Territory Formula Price shall be one hundred sixty-five million dollars ($165,000,000) plus one-third of the amount by which eleven (11) times Pre-Tax Profit exceeds one hundred sixty-five million dollars ($165,000,000), and in no event will the First Territory Formula Price (A) exceed one hundred seventy-five million dollars ($175,000,000) (the “Maximum Purchase Price”); or (B) be less than one hundred forty million dollars ($140,000,000) (the “Minimum Purchase Price”).

(ii)                                  “Revenue” shall mean the revenue attributable to the Transferred Assets and the First Territory Business of the Seller Entities purchased at the First Closing for the year ended December 31, 2005 and reflected on the Formula Price Financial Statements (as defined herein).

(iii)                               “Pre-Tax Profit” shall mean the pre-tax profit (including allocations of overhead and other items contained therein) attributable to the Transferred Assets and First Territory Business of the Seller Entities purchased at the First Closing for the year ended December 31, 2005 and reflected on the Formula Price Financial Statements.  Pre-Tax Profit shall be determined excluding any litigation expenses of the Seller Entities incurred in

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connection with litigation with Buyer and all costs and expenses of the Seller Entities incurred in connection with the consummation of the transactions contemplated hereby (i.e. the pre-tax profit will be adjusted upward as if such expenses had not been incurred).

(e)                                  For the avoidance of doubt, the parties acknowledge that the amounts due under Sections 3.2(a)(ii) through 3.2(a)(v) can not be calculated, and amounts can not be paid, until such time as the Formula Price Financial Statements are delivered to Buyer as required by Section 5.5 hereof and Buyer has a reasonable opportunity to review such financial statements.  Notwithstanding the foregoing, if the Formula Price Financial Statements are not delivered to Buyer prior to the U.S. Milestone Payment Date, then Revenue and Pre-Tax Profit shall be calculated (only for the purpose of calculating the U.S. Milestone Payment pursuant to this Section 3.2(e)) using amounts set forth on the unaudited financial statements for the First Territory Business for the fiscal year ended December 31, 2005, which unaudited financial statements are certified by both members of the Management Team and the Chief Financial Officer of Acon Bio.  If the U.S. Milestone Payment has been made pursuant to the calculation mechanism set forth in this Section 3.2(e), then (i) immediately prior to the European Milestone Payment Date, the First Territory Formula Price shall be recalculated in accordance with the provisions of Section 3.2(d) and (ii) (x) to the extent the U.S. Milestone Payment calculated based upon such unaudited financial statements exceeds the U.S. Milestone Payment calculated based upon the Formula Price Financial Statements, then the European Milestone Payment shall be adjusted downward on a dollar for dollar basis to account for such overpayment of the U.S. Milestone Payment and (y) to the extent such the U.S. Milestone Payment calculated based upon such unaudited financial statements is less than the U.S. Milestone Payment calculated based upon the Formula Price Financial Statements, then the European Milestone Payment shall be adjusted upward on a dollar for dollar basis to account for such overpayment of the U.S. Milestone Payment.

3.3                                 Allocation of Purchase Price.  Buyer and the Seller Entities hereby agree on the allocation of the First Territory Purchase Price and the portion of the New Facility Purchase Price that is attributable to the Transferred Assets among the Transferred Assets pursuant to the methodology set forth on Schedule 3.3, which allocation shall be in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury Regulations (and any similar provision of state, local or foreign law, as applicable; provided that in the event of conflict with any such provisions such allocation shall be made in accordance with Section 1060 of the Code).  Such allocation shall be binding upon Buyer and the Seller Entities for all tax purposes and the parties shall file all Tax Returns (including amended Tax Returns and claims for refund) and information reports, including IRS Form 8594, in a manner consistent with such allocations.

3.4                                 First Territory Working Capital Adjustment.

(a)                                  Within ninety (90) days after the First Closing Date, Buyer shall, with the assistance of the Seller Entities, prepare and deliver to the Seller Entities a statement calculating the First Territory Working Capital (as defined herein), which statement will be prepared consistent with the Seller Entities’ past accounting methods and policies and otherwise in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied (the “FT Closing Statement”).  Unless the Seller Entities deliver the Dispute Notice (as defined herein) within thirty (30) days after receipt of the FT Closing Statement, such FT

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Closing Statement shall be deemed the “FT Final Closing Statement,” shall be binding upon all parties and shall not be subject to dispute or review.  If the Seller Entities disagree with the FT Closing Statement, the Seller Entities shall, within thirty (30) days after receipt thereof, notify Buyer in writing (the “Dispute Notice”), which Dispute Notice shall provide reasonable detail of the nature of each disputed item on the FT Closing Statement.  The Seller Entities and Buyer shall first use commercially reasonable efforts to resolve such dispute among themselves and, if the parties are able to resolve such dispute, the FT Closing Statement shall be revised to the extent necessary to reflect such resolution, shall be deemed the “FT Final Closing Statement” and shall be conclusive and binding upon all parties and shall not be subject to dispute or review.  If the parties are unable to resolve the dispute within thirty (30) days after the Buyer’s receipt of the Dispute Notice, the parties shall submit the dispute to a mutually agreed upon internationally recognized certified public accounting firm independent of both the Seller Entities and the Buyer (the “Accountants”).  The Accountants shall act as experts and not arbiters and shall determine only those items in dispute on the FT Closing Statement.  Promptly, but no later than thirty (30) days after engagement, the Accountants shall deliver a written report to Buyer and the Seller Entities as to the resolution of the disputed items and the resulting calculation of the FT Closing Statement and First Territory Working Capital.  The FT Closing Statement as determined by the Accountants shall be deemed the “FT Final Closing Statement” and shall be conclusive and binding upon all parties and shall not be subject to dispute or review.  Each of the parties shall have the right to approve the fees for engagement of such Accountant.  The fees and expenses of the Accountants in connection with the resolution of disputes pursuant to this Section 3.4 shall be borne one-half (1/2) by Buyer and one-half (1/2) by the Seller Entities.

(b)                                 The First Territory Purchase Price will be adjusted following the First Closing as provided in this paragraph.  If the amount of the First Territory Working Capital reflected on the FT Final Closing Statement is less than nine million nine hundred twelve thousand dollars ($9,912,000) (such difference, the “First Territory Working Capital Shortfall”), then the Seller Entities shall jointly and severally pay to Buyer an amount equal to the First Territory Working Capital Shortfall and as a result the First Territory Purchase Price shall be decreased by an amount equal to the First Territory Working Capital Shortfall.  The Seller Entities shall make such payment to Buyer in cash within five (5) days after the FT Final Closing Statement is determined and, if such payment is not made in full within such five (5)-day period, such payment shall thereafter bear interest at a rate equal to ten percent (10%) per annum until paid in full.  If the amount of the First Territory Working Capital as reflected on the FT Final Closing Statement is equal to nine million nine hundred twelve thousand dollars ($9,912,000), then there will be no adjustment to the First Territory Purchase Price.  If the amount of the First Territory Working Capital reflected on the FT Final Closing Statement is greater than nine million nine hundred twelve thousand dollars ($9,912,000) (such difference, the “First Territory Working Capital Surplus”), then the Buyer shall pay to the Seller Entities an amount equal to the First Territory Working Capital Surplus and as a result the First Territory Purchase Price shall be increased by an amount equal to the First Territory Working Capital Surplus.  The Buyer shall make such payment to the Seller Entities in cash within five (5) days after the FT Final Closing Statement is determined and, if such payment is not made in full within such five (5)-day period, such payment shall thereafter bear interest at a rate equal to ten percent (10%) per annum until paid in full.  Any adjustment pursuant to this Section 3.4 shall not be counted in determining the Maximum Purchase Price or the Minimum Purchase Price.  The Buyer and the Seller Entities

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shall provide the other party with wire transfer instructions necessary to permit the payments of amounts due pursuant to this Section 3.4 within the time required.

(c)                                  For purposes of this Agreement, “First Territory Working Capital” means, with respect to the Seller Entities as of the close of business on the First Closing Date and in each case as determined in accordance with GAAP consistently applied, an amount equal to the sum of accounts receivable, notes receivable, finished goods inventory, and prepayments less accounts payable (except for those arising from purchases of raw materials or otherwise arising from or related to purchases of inventory, materials, components and the like) and accrued expenses of Oakville, ACON Labs and Azure arising out of, relating to or resulting from the First Territory Business and determined in accordance with the methodology set forth on Schedule 3.4.

3.5                                 New Facility Working Capital Adjustment.

(a)                                  Within ninety (90) days after the New Facility Closing Date, Buyer shall, with the assistance of the Seller Entities, prepare and deliver to the Seller Entities a statement calculating the New Facility Working Capital (as defined herein), which statement will be prepared consistent with the Seller Entities’ past accounting methods and policies and otherwise in accordance with GAAP consistently applied (the “NF Closing Statement”).  Unless the Seller Entities deliver the Dispute Notice within thirty (30) days after receipt of the NF Closing Statement, such NF Closing Statement shall be deemed the “NF Final Closing Statement,” shall be binding upon all parties and shall not be subject to dispute or review.  If the Seller Entities disagree with the NF Closing Statement, the Seller Entities shall, within thirty (30) days after receipt thereof, deliver to Buyer a written Dispute Notice which shall provide reasonable detail of the nature of each disputed item on the NF Closing Statement.  The Seller Entities and Buyer shall first use commercially reasonable efforts to resolve such dispute among themselves and, if the parties are able to resolve such dispute, the NF Closing Statement shall be revised to the extent necessary to reflect such resolution, shall be deemed the “NF Final Closing Statement” and shall be conclusive and binding upon all parties and shall not be subject to dispute or review.  If the parties are unable to resolve the dispute within thirty (30) days after the Buyer’s receipt of the Dispute Notice, the parties shall submit the dispute to Accountants.  The Accountants shall act as experts and not arbiters and shall determine only those items in dispute on the NF Closing Statement.  Promptly, but no later than thirty (30) days after engagement, the Accountants shall deliver a written report to Buyer and the Seller Entities as to the resolution of the disputed items and the resulting calculation of the NF Closing Statement and New Facility Working Capital.  The NF Closing Statement as determined by the Accountants shall be deemed the “NF Final Closing Statement” and shall be conclusive and binding upon all parties and shall not be subject to dispute or review.  Each of the parties shall have the right to approve the fees for engagement of such Accountant.  The fees and expenses of the Accountants in connection with the resolution of disputes pursuant to this Section 3.5 shall be borne one-half (1/2) by Buyer and one-half (1/2) by the Seller Entities.

(b)                                 The New Facility Purchase Price will be adjusted following the New Facility Closing as provided in this paragraph.  If the amount of the New Facility Working Capital reflected on the NF Final Closing Statement is less than one million eight hundred ninety-two thousand dollars ($1,892,000) (such difference, the “New Facility Working Capital

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Shortfall”), then the Seller Entities shall jointly and severally pay to Buyer an amount equal to the New Facility Working Capital Shortfall and as a result the New Facility Purchase Price shall be decreased by an amount equal to the New Facility Working Capital Shortfall.  The Seller Entities shall make such payment to Buyer in cash within five (5) days after the NF Final Closing Statement is determined and, if such payment is not made in full within such five (5)-day period, such payment shall thereafter bear interest at a rate equal to ten percent (10%) per annum until paid in full.  If the amount of the New Facility Working Capital as reflected on the NF Final Closing Statement is equal to one million eight hundred ninety-two thousand dollars ($1,892,000), then there will be no adjustment to the New Facility Purchase Price.  If the amount of the New Facility Working Capital reflected on the NF Final Closing Statement is greater than one million eight hundred ninety-two thousand dollars ($1,892,000) (such difference, the “New Facility Working Capital Surplus”), then the Buyer shall pay to the Seller Entities an amount equal to the New Facility Working Capital Surplus and as a result the New Facility Purchase Price shall be increased by an amount equal to the New Facility Working Capital Surplus.  The Buyer shall make such payment to the Seller Entities in cash within five (5) days after the NF Final Closing Statement is determined and, if such payment is not made in full within such five (5)-day period, such payment shall thereafter bear interest at a rate equal to ten percent (10%) per annum until paid in full. Any adjustment pursuant to this Section 3.5 shall not be counted in determining the Maximum Purchase Price or the Minimum Purchase Price.  The Buyer and the Seller Entities shall provide the other party with wire transfer instructions necessary to permit the payments of amounts due pursuant to this Section 3.5 within the time required.

(c)                                  For purposes of this Agreement, “New Facility Working Capital” means, with respect to the Seller Entities as of the close of business on the New Facility Closing Date and in each case as determined in accordance with GAAP consistently applied, an amount equal to the sum of raw materials, work-in-process and finished goods inventory and prepayments less accounts payable and accrued expenses of ABON and Rich Horizons (including without limitation all amounts payable by ABON or Rich Horizons with respect to construction related activities and all unpaid interest accrued as of the New Facility Closing Date) and determined in accordance with the methodology set forth on Schedule 3.4.

(d)                                 In no event shall any amount of cash or indebtedness used in the calculation of Net NF Indebtedness be used in the calculation of New Facility Working Capital.

3.6                                 Fractional Shares of Common Stock.  No fractional shares of Common Stock shall be issued in connection with this Agreement, but in lieu thereof, if a Seller Entity would otherwise be entitled to receive a fraction of a share of the Common Stock, then such Seller Entity shall receive cash in an amount equal to such fraction multiplied by the Reference Price.

3.7                                 Buyer Default.  If Buyer defaults in making a payment under Sections 3.1(c) or 3.2(a)(i) – (v) when due under the terms of this Agreement (each occurrence, a “Default”), then all such amounts not paid when due shall accrue interest at a rate equal to the prime rate as set forth from time to time in The Wall Street Journal plus two percent (2%).  If any of the Seller Entities give written notice of a Default to Buyer within a reasonable period of time following such Default and such Default continues for at least 365 consecutive days, then the provisions of Sections 24 and 31 of the Non-Competition Agreements attached hereto as Exhibits A-1 and A-2, respectively, shall become effective.  Full payment of all

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amounts due by Buyer to the Seller Entities (including interest as provided for by this Section 3.7), as applicable, within 365 consecutive days of receipt of notice thereof shall be deemed to cure any Default solely for purposes of the effectiveness of Sections 24 and 31 of the Non-Competition Agreements attached hereto as Exhibits A-1 and A-2, respectively.  The rights and remedies of the Seller Entities under this Section 3.7 are cumulative and not exclusive of any rights, remedies, powers and privileges otherwise available to the Seller Entities, including, without limitation, immediate initiation of arbitration to collect all amounts due hereunder pursuant to the dispute resolution procedures in Section 12.13.

SECTION 4.                                REPRESENTATIONS AND WARRANTIES OF THE SELLER ENTITIES.

As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, the Seller Entities hereby jointly and severally make to Buyer, the representations and warranties contained in this Section 4 as of the date hereof and as of the applicable Closing Date; provided, that those representations and warranties which relate to the New Facility Closing shall not be required to be made as of the First Closing, and those representations and warranties which relate to the First Closing shall not be required to be made as of the New Facility Closing.  For purposes of this Section 4, references to the “knowledge” of the Seller Entities or words of similar import (and regardless of whether such word begins with an initial capital) shall be deemed to include, the actual knowledge of ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇ (collectively, the “Management Team”) and those other persons set forth on Schedule 4.0; and such knowledge as should have been obtained after reasonable inquiry by such persons of the employees, representatives and advisors of the Seller Entities, including its attorneys and accountants.

4.1                                 Organization and Qualifications of the Seller Entities.  Each Seller Entity and, ABON Biopharm (Hangzhou) Co., Ltd. (“ABON”) and Rich Horizons is an entity duly organized, validly existing and in good standing (if applicable) under the Laws of the jurisdiction of its organization with all requisite power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it.  The copies of the organizational documents (including charter, articles of association and by-laws) of each Seller Entity and, ABON and Rich Horizons (the “Seller Organizational Documents”), each as amended to date, and previously delivered to Buyer’s counsel, are complete and correct, and no amendments thereto are pending.  Each Seller Entity and, ABON and Rich Horizons is qualified to do business as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so licensed or qualified could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.  For purposes of this Agreement, “Material Adverse Effect” shall mean a material adverse effect on the assets, liabilities, business, properties, condition (financial or otherwise), results of operations or prospects of the First Territory Business or the New Facility, as applicable; provided, however, that in no event shall any of the following constitute a Material Adverse Effect for any purpose pursuant to the Agreement: (i) with respect to the First Territory Business or the Seller Entities, any change resulting from conditions affecting the in vitro diagnostic industry in which the Seller Entities operate; (ii) any change resulting from terrorist attacks, acts of war or acts of God; (iii) any change resulting from the announcement and pendency of any of the transactions contemplated by this Agreement; and (iv) any change resulting from compliance by the Seller

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Entities or Buyer, as the case may be, with the terms of, or the taking of any action expressly contemplated or permitted by this Agreement.

4.2                                 Authority of Seller Entities.  Each Seller Entity (to the extent a signatory) has full right, power and authority to enter into this Agreement, the Non-Competition Agreements, the ACON License, the Assignment and Assumption Agreement, the Investor Rights Agreement, the Lease Agreement, the Supply Agreements, the Reagent Supply Agreements, the First Closing Transition Services Agreement, the Patent Assignments, the Trademark Assignment, the Notices of Patent License, the New Facility Transition Service Agreement and each other agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by the First Closing and the New Facility Closing and to carry out the transactions contemplated hereby and thereby (collectively, the “Ancillary Agreements”) and together with this Agreement (the “Transaction Documents”).  The execution, delivery and performance of the Transaction Documents by each Seller Entity have been duly authorized by all necessary action of such Seller Entity, and no other action on the part of such Seller Entity, ABON or Rich Horizons is required in connection therewith.  Except as set forth on Schedule 4.2, the Transaction Documents constitute, or will when executed and delivered by such Seller Entity constitute, valid and binding obligations of such Seller Entity, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the rights of creditors generally and subject to the rules of law governing (and all limitations on) specific performance, injunctive relief and other equitable remedies.  Except as set forth on Schedule 4.2, no notice to, filing with, authorization of, exemption by, or consent of, any Person is required for the Seller Entities to consummate the transactions contemplated hereby (the “Required Consents”).  Except as set forth on Schedule 4.2, the execution, delivery and performance by each Seller Entity of the Transaction Documents:

(a)                                  do not and will not violate any provision of the charter, by-laws or Seller Organizational Documents (as amended to date);

(b)                                 do not and will not violate contravene or conflict in any material respect with any Laws, order, writ, judgment, injunction, decree, determination or arbitration award binding upon or applicable to any Seller Entity, ABON or Rich Horizons or require any Seller Entity, ABON or Rich Horizons to obtain any approval, consent or waiver of, or to make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made;

(c)                                  do not and will not result in a material breach of, constitute a material default under, cancel or accelerate any material right or obligation under, require a consent under, cause a termination under, or give rise to a right of termination of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, Lien, lease, permit, authorization, whether written or oral, to which any Seller Entity, ABON or Rich Horizons is a party or is bound, or result in the creation or imposition of any Lien on any of the assets or the property of such Seller Entity, ABON or Rich Horizons or the equity interests of ABON or Rich Horizons; and

(d)                                 do not and will not result in any Lien on any of the Transferred Assets, the New Facility Equity Interests, the New Facility or the New Facility Assets (as defined herein).

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4.3                                 Real Property.

(a)                                  Owned Real Property.  Except as set forth on Schedule 4.3(a), the Seller Entities own no real property that is used in the conduct of the First Territory Business.  For the land located at Xia Sha, Hangzhou, Zhejiang, China (approximately 59,192 square metres, the “Land”) currently under development as a new manufacturing facility, ABON has obtained the land use right for fifty (50) years.  For the buildings located on the Land (the “Buildings”, together with the Land, the “New Facility”), ABON has not obtained the building ownership certificate.  Subject to the fifty (50) years land use right for the Land, and after ABON obtains the building ownership certificate for the Buildings, ABON will own the New Facility free and clear of all Liens except (i) Liens for real estate taxes not yet due and payable and (ii) provisions of existing building and zoning Laws.  No lease or other agreement affecting the New Facility contains any rights of first refusal or options or rights to purchase the New Facility or any portion thereof.  Except as set forth on Schedule 4.3(a), the New Facility (to the extent applicable considering the New Facility is under construction as of the date hereof) complies in all material respects with all applicable zoning, building, health and public safety, subdivision, land sales or similar Laws, rules, ordinances or regulations and all applicable Environmental Laws (as defined herein), and none of the Seller Entities, ABON or Rich Horizons have received written notice of a violation of any such law, ordinance or regulation or Environmental Law.  Other than the Seller Entities, ABON or Rich Horizons, no party has a right to occupy, possess or use any portion of the New Facility.  To the extent applicable considering the New Facility is under construction as of the date hereof, there are no material defects in the physical condition of any land, buildings or improvements constituting part of the New Facility, including without limitation, structural elements, mechanical systems, parking and loading areas, and all such buildings and improvements are in good operating condition and repair.  None of the New Facility is located in an area designated by any Governmental Authority (as defined herein) as being within a flood plain or subject to special flood or other hazards.  Access to the New Facility is by a public way or public street.  All water, sewer, gas, electric, telephone, drainage and other utilities required by law or necessary for the current and proposed operation of the New Facility have been or will be connected under valid permits and pursuant to valid easements where required, and are and, as of the New Facility Closing Date will be sufficient to service the proposed operation of the New Facility.  There are no actions, suits or proceedings (including arbitration or condemnation proceedings) pending or, to the knowledge of the Seller Entities, threatened, which could have a Material Adverse Effect on any portion of the New Facility or the respective Seller Entities’ or ABON’s interest therein, at law or in equity or before or by any Chinese, U.S., state, provincial, municipal, local, foreign or other governmental or quasi-governmental department, commission, board, political subdivision, bureau, agency or instrumentality (each, a “Governmental Authority”).

(b)                                 Leased Real Property.

(i)                                     The real property leased by the Seller Entities in San Diego, California and the real property leased by ABON dormitory facility is identified on Schedule 4.3(b)(i) (the “Leased Real Property”).  All leases, subleases and other occupancy agreements including all amendments, supplements, extensions and other modifications of such documents of Leased Real Property (the “Leases”) by the Seller Entities are identified on Schedule 4.3(b)(i), and true and complete copies thereof have been delivered to the Buyer.  Each

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of said Leases has been duly authorized and executed by the parties thereto and is in full force and effect.  The Seller Entities are not in default of any material provision under any of said Leases, and to the knowledge of the Seller Entities no event has occurred which, with notice or the passage of time, or both, would give rise to such a default.  To the knowledge of the Seller Entities, there is no pending, contemplated or threatened condemnation of any of the respective parcels of Leased Real Property or any part thereof.  The Seller Entities have a good and valid leasehold interest in and to all of the Leased Real Property, free from all Liens, encroachments, encumbrances or other defects in title, except as described on Schedule 4.3(b)(i).  There are no parties in possession or, to the knowledge of the Seller Entities, parties having any current or future right to occupy any of the Leased Real Property during the term of any Lease regarding such Leased Real Property.  To the knowledge of the Seller Entities (i) the Leased Real Property conforms in all material respects to all applicable building, zoning and other Laws, ordinances, rules and regulations, (ii) all licenses and other approvals necessary to the current occupancy and use of the Leased Real Property have been obtained and are in full force and effect, and there have been no violations thereof that individually or in the aggregate have had or reasonably would be expected to have a Material Adverse Effect and (iii) there exists no material breach or violation of any covenant, condition, restriction, easement, agreement or order affecting any portion of the Leased Real Property.

(ii)                                  Condition of Leased Real Property.  To the Seller Entities’ knowledge, there are no material defects in the physical condition of any land, buildings or improvements constituting part of the Leased Real Property, including without limitation, structural elements, mechanical systems, parking and loading areas, and all such buildings and improvements are in good operating condition and repair, ordinary wear and tear excepted, have been well maintained and are free from infestation by rodents or insects.  To the knowledge of the Seller Entities, none of the Leased Real Property is located in an area designated by any Governmental Authority as being within a flood plain or subject to special flood or other hazards.  To the knowledge of the Seller Entities, all water, sewer, gas, electric, telephone, drainage and other utilities required by law or necessary for the current or planned operation of the Leased Real Property have been connected under valid permits and pursuant to valid easements where required, and are sufficient to service the Leased Real Property and in good operating condition.  No Seller Entity has received any notice of, nor or is any Seller Entity aware of any pending or threatened condemnation of any Real Property.

4.4                                 Title to Properties; Liens; Condition of Properties.

(a)                                  The Seller Entities own, license or lease all of the Transferred Assets and each Seller Entity has and will convey to Buyer hereunder good, valid and marketable title to all of its personal property, tangible and intangible, included in the Transferred Assets.  The tangible Transferred Assets are those listed, and are located at the location(s) specified, on Schedule 1.1(a)(iii).  ABON owns or leases or will own or will lease all of the tangible assets necessary for the operation of the New Facility (the “New Facility Assets”) and, immediately following the New Facility Closing will continue to hold good, valid and marketable title to all New Facility Assets. None of the Transferred Assets or the New Facility Assets are subject to any Liens other than Permitted Liens.  Except as set forth on Schedule 4.4(a), no financing statement under the Uniform Commercial Code or any similar Law with respect to any of the Transferred Assets or the New Facility Assets is active in any jurisdiction, and the Seller Entities

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(including, for purposes of this sentence, ABON and Rich Horizons) have not signed any such active financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement.

(b)                                 The Transferred Assets and Dual Use Contracts listed are in all material respects all of the assets used or held for use in the First Territory Business as the same has been operated prior to the date hereof and except as set forth on Schedule 4.4(b), the Transferred Assets, together with the assets (other than Intellectual Property Assets) to be made available and services to be provided to Buyer pursuant to the Ancillary Agreements, constitute all of the assets (other than Intellectual Property Assets) necessary for Buyer to continue to operate the First Territory Business in all material respects as it has been operated prior to the First Closing.  Except as set forth on Schedule 4.4(b), the Transferred Assets (i) are in working order (reasonable wear and tear excepted, and in each case taking into account age), (ii) have been and shall through the First Closing be maintained in a manner consistent with the past maintenance practices of the Seller Entities, (iii) are suitable for the manufacture and assembly of parts in accordance with the engineering specifications for products of the First Territory Business and (iv) conform in all material respects with all applicable Laws.  The New Facility Assets, together with the assets (other than Intellectual Property Assets) to be made available and services to be provided to Buyer pursuant to the Ancillary Agreements, will constitute all of the assets (other than Intellectual Property Assets) necessary for Buyer to operate the New Facility after the New Facility Closing.  The New Facility Assets (w) will be in working order at the time of the New Facility Closing, (x) will be maintained through the New Facility Closing in a manner consistent with the past maintenance practices of the Seller Entities at the manufacturing facility located at #398 TianMushan Road, Gudang Industrial Park, in Hangzhou, China (the “Existing Facility”), (y) will be suitable for the manufacture and assembly of products in accordance with the engineering specifications for products of the First Territory Business and (z) will conform in all material respects with all applicable Laws.

(c)                                  Upon delivery to Buyer of the instruments of transfer referred to in Section 1.5 hereof, Buyer will receive good, valid and marketable title to all of the Transferred Assets, free and clear of all Liens other than Permitted Liens.  Following transfer of the New Facility Equity Interests, ABON will continue to hold good, valid and marketable title to all of the New Facility Assets, and Rich Horizons will continue to hold all interests in ABON, in each case free and clear of all Liens other than Permitted Liens.

4.5                                 Financial Statements; Undisclosed Liabilities.

(a)                                  Attached hereto as Schedule 4.5(a) are (i) the unaudited statement of working capital (the “Working Capital Statement”) of the First Territory Business as of September 30, 2005 (the “Base Balance Sheet Date”), and the unaudited pro forma statement of revenues and direct expenses of the First Territory Business for the nine (9)-month period then ended, and (ii) an unaudited Schedule setting forth revenues and gross profits of the First Territory Business for the months of October, November and December, 2005 (the financial statements referred to in (i), the “Financial Statements” and the financial schedules referred to in (ii), the “Financial Schedules”).  The Financial Statements have been reviewed by the Seller Entities’ independent certified public accountants and by the Seller Entities’ chief financial officer.  The Financial Statements have been derived from a balance sheet and income statement

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prepared in accordance with GAAP.  The Financial Schedules have been derived from an income statement prepared in accordance with GAAP.

(b)                                 Except as set forth in Schedule 4.5(b), the Financial Statements and Financial Schedules (i) have been derived from financial statements prepared in accordance with GAAP using the accrual method of accounting applied consistently during the periods covered thereby (except that the Financial Statements and Financial Schedules do not include footnote disclosure and are subject to normal year-end audit adjustments that are not in the aggregate material), (ii) are complete and correct in all material respects and present fairly in all material respects the working capital of the First Territory Business, at the date of said statement and the results of its operations (revenues and direct expenses) for the period covered thereby, (iii) contain and reflect adequate provisions for all reasonably anticipated liabilities with respect to the period then ended, and (iv) with respect to Material Contracts and commitments for the sale of products or other goods or services by the Seller Entities in the First Territory Business, contain and reflect adequate reserves for all material losses and costs and expenses in excess of expected receipts.  The accounting policies, including without limitation, those policies related to revenue recognition, utilized by the Seller Entities in preparing the Seller Entities’ financial statements are in conformity with GAAP.

(c)                                  As of the date hereof and as of the First Closing Date, the Seller Entities do not and will not have any liabilities of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent or potential liabilities relating to activities of the Seller Entities in the First Territory Business or the conduct of the First Territory Business prior to the date hereof), whether or not of a type required to be shown on a balance sheet prepared in accordance with GAAP, except liabilities (i) stated or adequately reserved against on the Working Capital Statement (only to the extent of the amount provided for therein), or (ii) incurred in the ordinary course of business consistent with the Seller Entities’ past customs and practices (“the Ordinary Course of Business”) (including with respect to quantity and frequency) after the date of this Agreement to the extent permitted by this Agreement; and (iii) to the extent it is included in NF Indebtedness used in the calculation under Section 2.3.  As of the New Facility Closing Date, neither ABON nor Rich Horizons will have any liabilities of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent or potential liabilities, regardless of whether claims in respect thereof had been asserted as of such date), whether or not of a type required to be shown on a balance sheet prepared in accordance with GAAP.

(d)                                 As of the date hereof and as of the First Closing, except for the Assumed Liabilities, the Seller Entities do not and will not have any indebtedness for borrowed money (including without limitation, obligations under leases required to be capitalized in accordance with GAAP) for which Buyer could become liable.  As of the New Facility Closing except as set forth on Schedule 4.5(d), neither ABON nor Rich Horizons will have any indebtedness for borrowed money (including without limitation, obligations under leases required to be

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capitalized in accordance with GAAP) and no part of the differences between ABON’s authorized registered capital and total investment shall have been utilized.

4.6                                 Capitalization.

(a)                                  Immediately prior to the New Facility Closing, the authorized capital stock of Rich Horizons consists of fifty thousand (50,000) shares of Common Stock.  As of the date hereof and prior to the New Facility Closing, fifty thousand (50,000) shares of Common Stock are issued and outstanding.  There are no agreements or understandings to which Rich Horizons is a party, or which are in existence, with respect to the transfer, ownership, sale or voting of the shares and no shares of capital stock of Rich Horizons are reserved for issuance.  Except as set forth in this Section 4.6, as of the date hereof, there are no outstanding (i) shares of capital stock, other securities or any other equity interests of Rich Horizons, (ii) securities of Rich Horizons convertible into or exchangeable for shares of capital stock or other securities of Rich Horizons or (iii) options or other rights to acquire from Rich Horizons any capital stock, other securities or any other equity interests of Rich Horizons (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Rich Horizons Securities”).  There are no other obligations of Rich Horizons, actual or contingent, to issue or deliver or to repurchase, redeem or otherwise acquire any Rich Horizons Securities.  All outstanding shares of Rich Horizons’ capital stock are duly authorized, validly issued, fully paid, nonassessable and are shown as the Rich Horizons’ equityholders of record on the stock books of Rich Horizons.  Except as set forth on Schedule 4.6(a), there no declared or accrued but unpaid dividends with respect to any shares of Rich Horizons Common Stock.

(b)                                 Immediately prior to the New Facility Closing, the registered capital of ABON is U.S. twelve million dollars ($12,000,000) and the total investment is U.S. twenty-nine million nine hundred eighty thousand dollars ($29,980,000).  As of the date hereof U.S. three million seven hundred sixty-three thousand five hundred dollars ($3,763,500) of the registered capital has been contributed and equity of ABON is owned one hundred percent (100%) by Rich Horizons as reflected in the certificate of approval, business verification report and business license of ABON.  The aggregate of the NF Indebtedness and the registered capital of ABON shall not exceed the approved total investment amount of ABON.  All approvals have been obtained and are effective for Rich Horizons to have obtained ownership of ABON.  There are no agreements, options or understandings to which ABON or Rich Horizons is a party, or which are in existence, with respect to the transfer, ownership, sale or voting of all or any part of the equity interests in ABON.  There are no other obligations of ABON or Rich Horizons, actual or contingent, to issue or deliver or to repurchase, redeem or otherwise acquire any of the registered capital of ABON.  Except as set forth on Schedule 4.6(b), there no declared or accrued but unpaid dividends with respect to any equity interest in ABON.

4.7                                 [Reserved].

4.8                                 Receivables.  Receivables arising out of, relating to or resulting from the First Territory Business are and will be at the First Closing valid and enforceable claims, fully collectible in the Ordinary Course of Business, subject to an appropriate reserve determined in a manner consistent with past practices of the Seller Entities, and subject to no setoff or counterclaim.  Since the Base Balance Sheet Date, the Seller Entities have collected their

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accounts receivable arising out of, relating to or resulting from the First Territory Business in the Ordinary Course of Business.

4.9                                 Taxes.

(a)                                  With respect to any Taxes, the nonpayment of which would result in a Lien on any of the Transferred Assets or would result in Buyer becoming liable therefor:

(i)                                     Each Seller Entity, ABON and Rich Horizons has timely filed all China and U.S. federal, state, provincial and local and all other non-China and non-U.S. Tax Returns (as defined herein) required to be filed by each such entity and has paid all Taxes due and owing by it.  All such Tax Returns are correct, accurate and complete in all material respects and were prepared in compliance with all applicable laws and regulations.

(ii)                                  Except as set forth on Schedule 4.9, no Seller Entity, ABON or Rich Horizons has ever received notice of any audit or of any proposed deficiencies from any Governmental Authority.

(iii)                               There are no waivers of applicable statutes of limitations with respect to any Taxes owed by any Seller Entity, ABON or Rich Horizons for any year in effect.

(iv)                              There are no liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of any Seller Entity, ABON or Rich Horizons.

(v)                                 Schedule 4.9 lists any and all Tax Returns filed with respect to each Seller Entity, ABON and Rich Horizons for all taxable periods for which the statute of limitations has not yet expired, and identifies those Tax Returns that have been audited or are currently the subject of audit.

(vi)                              Seller Entities, ABON and Rich Horizons have delivered to Buyer correct and complete copies of all Tax Returns that have been filed for all taxable periods for which the statute of limitations has not yet expired, and examination reports and statements of deficiencies assessed against or agreed to by Seller Entity, ABON or Rich Horizons received since December 31, 2002.

(b)                                 As used herein, “Taxes” shall mean any taxes of any kind, including but not limited to those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, estimated, value-added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other person, together with any interest and any penalties, additions to tax or additional amounts imposed by any Governmental Authority.

(c)                                  As used herein, “Tax Return” shall mean any return (including any information statement), report, statement, schedule, notice, form or other document or information relating to Taxes.

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(d)                                 No Transferred Asset is a United States real property interest within the meaning of Code Section 897(c)(1).

4.10                           Inventories.  The Acquired Inventory is of the type, quantity and quality necessary to conduct the First Territory Business in a manner consistent with past practices.  Except as described on Schedule 4.10, all of the items included in the Acquired Inventory are of a quality and quantity saleable in the Ordinary Course of Business of the Seller Entities at profit margins consistent with the Seller Entities’ experience in prior years.

4.11                           Absence of Certain Changes.  Since September 30, 2005 (except as provided below), each Seller Entity has conducted its First Territory Business and operated the New Facility only in the Ordinary Course of Business, and except as disclosed in Schedule 4.11 and except as changes in connection with the transactions expressly contemplated under this Agreement, there has not been:

(a)                                  Any change in the properties, assets, liabilities, business, condition (financial or otherwise), results of operations of the First Territory Business which change by itself or in conjunction with all other such changes, whether or not arising in the Ordinary Course of Business, could reasonably be expected to have a Material Adverse Effect on the First Territory Business or the New Facility;

(b)                                 Any cancellation of any material debt or claim owing to, or waiver of any material right of, the Seller Entities or any Affiliate arising from, relating to or resulting from the First Territory Business or the New Facility;

(c)                                  Any mortgage, encumbrance or Lien (other than a Permitted Lien) placed on any of the Transferred Assets, the New Facility Equity Interests, the New Facility or the New Facility Assets which will remain on the First Closing Date (in the case of the Transferred Assets) or the New Facility Closing Date (in the case of the New Facility Equity Interests, the New Facility or the New Facility Assets);

(d)                                 Any material obligation or liability of any nature (as guarantor or otherwise with respect to the obligations of others), whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, incurred by the Seller Entities, ABON or Rich Horizons arising out of, relating to or resulting from the First Territory Business or the New Facility other than obligations and liabilities which are not Assumed Liabilities or were incurred in the Ordinary Course of Business;

(e)                                  Any purchase, sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, of (i) any of the Transferred Assets other than in the Ordinary Course of Business, or (ii) the New Facility Equity Interests, the New Facility or the New Facility Assets;

(f)                                    Any damage, destruction or loss, whether or not covered by insurance, which could reasonably be expected to have a Material Adverse Effect on the Transferred Assets, the First Territory Business, the New Facility Equity Interests, the New Facility or the New Facility Assets;

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(g)                                 Any labor trouble or dispute or claim of unfair labor practices involving any Seller Entity with respect to the First Territory Business or the related manufacturing operation at the Existing Facility and the New Facility; any material change, or the obtaining of information concerning a prospective change, with respect to the management of First Territory Business; any change in the compensation (in the form of salaries, wages, incentive arrangements or otherwise) payable or to become payable by any Seller Entity to any of its officers, employees, agents or independent contractors rendering services principally relating to the First Territory Business, or any bonus payment or arrangement made to or with any of such officers, employees, agents or independent contractors; any entering into or amending of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any officer, director or employee of any Seller Entity rendering services principally relating to the First Territory Business;

(h)                                 Since June 30, 2005, except for employee turnover in the Ordinary Course of Business, any material change in the personnel or in the responsibilities or reporting relationships of the employees (i) of the First Territory Business or (ii) with respect to the development and manufacture of lateral flow immunoassay products and related products, of the Existing Facility or, if applicable, the New Facility;

(i)                                     Any change in the manner of keeping books, accounts or records, accounting methods or practices, standard costs, credit practices or collection or pricing policies used by the First Territory Business;

(j)                                     Any change in any Seller Entity’s business relationship with any material supplier, customer or other entity having business relations with such Seller Entity arising out of, relating to or resulting from the First Territory Business including any material increase or notice thereof in the cost of raw materials other than such changes which have arisen in the Ordinary Course of Business;

(k)                                  Any other transaction entered into by any Seller Entity, ABON or Rich Horizons that is individually or taken together with all such other transactions material to the First Territory Business or the New Facility other than transactions in the Ordinary Course of Business;

(l)                                     Any material agreement or understanding whether in writing or otherwise, that would result in any of the transactions or events or require any Seller Entity, ABON or Rich Horizons to take any of the actions specified in paragraphs (a) through (k) above.

4.12                           Intellectual Property.

(a)                                  For purposes of this Agreement,

(i)                                     “ACON Intellectual Property Assets” means, collectively, the Assigned ACON Intellectual Property Assets and the Retained ACON Intellectual Property Assets.  “ACON Intellectual Property Assets” includes, without limitation, the ACON Patents, ACON Marks, ACON Copyrights and ACON Trade Secrets.

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(ii)                                  “Assigned ACON Intellectual Property Assets” means all Intellectual Property Assets owned by or purported to be owned by any or all of the Seller Entities and used exclusively in the First Territory Business.

(iii)                               “Retained ACON Intellectual Property Assets” means all Intellectual Property Assets owned by, purported to be owned by and/or licensed to any or all of the Seller Entities and used in the First Territory Business that are not Assigned ACON Intellectual Property Assets.

(iv)                              “Buyer Intellectual Property Assets” means all Intellectual Property Assets owned by Buyer.

(v)                                 “Intellectual Property Assets” means:

(A)                              patents, patent applications, patent rights, and inventions and discoveries and invention disclosures (whether or not patented) (collectively, “Patents”);

(B)                                trade names, trade dress, logos, packaging design, slogans, Internet domain names, registered and material unregistered trademarks and service marks and related registrations and applications for registration (collectively, “Marks”);

(C)                                registered and material unregistered copyrights in both published and unpublished works, and all copyright registrations and applications, and all derivatives, translations, adaptations and combinations of the above (collectively, “Copyrights”);

(D)                               know-how, trade secrets, confidential or proprietary information (including without limitation information regarding cell lines and biological reagents), research in progress, algorithms, data, designs, processes, formulae, drawings, schematics, blueprints, flow charts, models, strategies, prototypes, techniques, customer lists and contact numbers/addresses, business strategies, forecasts, testing procedures and testing results (collectively, “Trade Secrets”);

(E)                                 other intellectual property rights and/or proprietary rights relating to any of the foregoing; and

(F)                                 goodwill, franchises, licenses, permits, consents, approvals, and claims of infringement against third parties.

(b)                                 Schedule 4.12(b) contains a complete and accurate list of all issued patents and filed applications therefor within the definition of Patents that are owned, purported to be owned or licensed by any or all of the Seller Entities and used in the First Territory Business (“ACON Patents”), all registered marks or filed applications therefor and all material unregistered marks within the definition of Marks that are owned, purported to be owned or licensed by any or all of the Seller Entities and used in the First Territory Business (“ACON Marks”), and all registered copyrights and filed applications therefor and within the definition of Copyrights that are owned, purported to be owned or licensed by any or all of the Seller Entities and used in the First Territory Business (“ACON Copyrights”), identifying (i) whether or not such Intellectual Property Assets are used exclusively in the First Territory Business, (ii) the

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owner of such Intellectual Property Assets, and, (iii) in the event that the owner is not a Seller Entity, identifying the agreement under which the applicable Seller Entities are granted rights to the applicable Intellectual Property Asset.

(c)                                  Except as set forth on Schedule 4.12(c):

(i)                                     The Seller Entities exclusively own or have exclusive (with respect to the First Territory Business) license rights to all ACON Intellectual Property Assets and/or Intellectual Property Assets that are the subject of a written license or other agreement under which any Seller Entity is granted rights by a third party with respect to the First Territory Business (such licenses or other agreements, the “Inbound Licenses” and such Intellectual Property Assets, the “ACON In-Licensed Intellectual Property Assets”), and all ACON Intellectual Property Assets and ACON In-Licensed Intellectual Property Assets are free and clear of all Liens other than Permitted Liens.

(ii)                                  The ACON Intellectual Property Assets owned or purported to be owned by the Seller Entities have not been held by a court of competent jurisdiction to be invalid or unenforceable.  All Patents, Marks, and Copyrights, in each case, filed or registered (as applicable) or maintained by any Seller Entity and used in the First Territory Business and which have been issued by, or registered or the subject of an application filed with, as applicable, the U.S. Patent and Trademark Office, the U.S. Copyright Office or in any similar office or agency anywhere in the world have been duly filed or registered (as applicable) and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements or the appropriate jurisdictions, and have not lapsed, expired or been abandoned.

(iii)                               All ACON Patents owned or purported to be owned by any Seller Entity have been prosecuted in good faith.  No ACON Patent is subject to any maintenance fees or taxes or actions falling due within ninety (90) days after the date of the First Closing.  In each case where an ACON Patent is held by a Seller Entity by assignment, the assignment has been duly recorded with the U.S. Patent and Trademark Office and all other jurisdictions of registration.  No ACON Patent owned by or exclusively licensed to any Seller Entity has been or is now involved in any interference, reissue, re-examination or opposition proceeding other than any such proceeding involving any Buyer Intellectual Property Asset.  To the knowledge of the Seller Entities, there is no published patent application of any third party (other than Buyer) that could reasonably be the subject of an interference with any ACON Patent.

(iv)                              There are no pending, or, to the knowledge of the Seller Entities, threatened claims against any Seller Entity or any of their respective employees alleging (a) that the operation of the First Territory Business (including without limitation any activity by any Seller Entity in connection therewith) infringes on or violates the rights of others (other than Buyer) in or to any Intellectual Property Assets (“Third Party Intellectual Property Assets”) or constitutes a misappropriation of any Third Party Intellectual Property Asset or (b) that any of the ACON Intellectual Property Assets or ACON In-Licensed Intellectual Property Assets is invalid or unenforceable.

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(v)                                 Neither the operation of the First Territory Business (including without limitation any activity by any Seller Entity in connection therewith) nor the manufacture, use and/or sale of any Product sold in the First Territory Business infringes on or violates any Third Party Intellectual Property Asset, other than the rights of any third party under any Patent, or constitutes a misappropriation of any Third Party Intellectual Property Asset, and to the knowledge of the Seller Entities, neither the operation of the First Territory Business (including without limitation any activity by any Seller Entity in connection therewith) nor the manufacture, use and/or sale of any First Territory Product sold in the First Territory Business infringes on or violates the rights of any third party under any Patent.

(vi)                              All former and current employees, consultants and contractors of the Seller Entities performing technical, scientific and/or creative activities relating to the First Territory Business have executed written instruments with the Seller Entities that assign to the Seller Entities all rights, title and interest in and to any and all (A) inventions, improvements, discoveries, writings or other works of authorship, and information relating to the First Territory Business and (B) Intellectual Property Assets relating thereto.

(vii)                           To the knowledge of the Seller Entities, (A) there is no material infringement or violation by any person or entity of any of the ACON Intellectual Property Assets or those ACON In-Licensed Intellectual Property Assets over which a Seller Entity has primary enforcement rights and (B) there is no any misappropriation by any person or entity of any of the ACON Intellectual Property Assets or such ACON In-Licensed Intellectual Property Assets.

(viii)                        The Seller Entities have taken reasonable and customary security measures to protect the secrecy, confidentiality and value of all Trade Secrets owned, purported to be owned or used by the Seller Entities in the First Territory Business (the “ACON Trade Secrets”), including, without limitation, requiring each employee and consultant of the Seller Entities and any other person with access to ACON Trade Secrets to execute a binding confidentiality agreement, copies of which (or in substantially a form which) have been provided to the Buyer and, to the knowledge of the Seller Entities, there has not been any material breach by any party to any such confidentiality agreement.

(ix)                                As of the First Closing, other than the Assigned ACON Intellectual Property Assets and the Retained ACON Intellectual Property Assets licensed to Buyer under the License Agreement, neither any Seller Entity nor any Affiliate of any Seller Entity nor the Management Team nor, to the knowledge of the Management Team, their family members owns or has rights to any Intellectual Property Asset that is or would be infringed by the manufacture, use, sale, offer for sale or importation by Buyer of any and all of the First Territory Products or otherwise by the operation of the First Territory Business as currently conducted.

(d)                                 Licenses Received.  All Inbound Licenses are listed on Schedule 4.12(d), other than licenses and agreements for commercial off-the-shelf computer software having a cost of less than one thousand dollars ($1,000) per seat or license, and other standard form non-exclusive licenses with respect to Intellectual Property Assets available generally which licenses have a cost of less than fifty thousand dollars ($50,000) per year.  Except as set forth on Schedule 4.12(d): (i) all Inbound Licenses are in full force and effect, (ii) (A) none of the Seller

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Entities and, (B) to the knowledge of the Seller Entities, none of the other parties to such Inbound Licenses is in material default under any such Inbound License, and (iii) all such Inbound Licenses are assignable without the consent of the applicable licensor.  True and complete copies of all such Inbound Licenses, and any amendments thereto, have been made available to the Buyer.  To the knowledge of the Seller Entities, the licensors under each Inbound License have all requisite power and authority to grant the rights purported to be conferred thereby.

(e)                                  Licenses Granted.  All licenses or other agreements under which the Seller Entities have granted rights to others in ACON Intellectual Property Assets or ACON In-Licensed Intellectual Property Assets (“Outbound Licenses” and, together with the Inbound Licenses, the “Licenses”) are listed on Schedule 4.12(e).  Except as set forth thereon, (i) all Outbound Licenses are in full force and effect, (ii) (A) none of the Seller Entities and, (B) to the knowledge of the Seller Entities, none of the other parties to such Outbound Licenses is in material default under any such Outbound License, and (iii) all such Outbound Licenses are assignable without the consent of the applicable licensee.  True and complete copies of all such Outbound Licenses, and any amendments thereto, have been made available to the Buyer.

(f)                                    Schedule 4.12(f) contains a complete and accurate list of all biological reagents incorporated in any of the First Territory Products or used in the performance of any assay used in any First Territory Product (the “Reagents”) identifying, with respect to each Reagent, (i) the supplier of such Reagent, and, (ii) in the event that the supplier is not a Seller Entity or Genclonn, identifying the license or agreement under which the applicable Seller Entities are granted rights to the applicable Reagent or, if purchased through purchase orders, so stating that such Reagent is so purchased.  All licenses or other agreements under which any Seller Entity or Genclonn is granted rights to a Reagent are identified on Schedule 4.13.

4.13                           Material Contracts.  Schedule 4.13 lists (or cross-references specifically to an item or items on another Schedule which lists) all of the following contracts, subcontracts, leases, commitments, plans, agreements, understandings, instruments, notes, options, warranties, purchase order, licenses, sublicenses, benefit plans or other legally binding commitment or undertaking of any nature to which any Seller Entity, ABON or Rich Horizons is a party arising out of, relating to or resulting from the First Territory Business, the New Facility or the New Facility Equity Interests or to which it is subject or to which any of the Transferred Assets, the New Facility, the New Facility Assets or the New Facility Equity Interests is bound (each a “Material Contract” and collectively, “Material Contracts”):

(a)                                  any employment contract for any First Territory Employee and New Facility Transferees or any contract or agreement with any labor union;

(b)                                 any contract or agreement involving the expenditure of more than fifty thousand dollars ($50,000) whether or not such purchase in the Ordinary Course of Business;

(c)                                  any contract or agreement providing for the purchase of all or substantially all of its requirements of a particular product from a supplier;

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(d)                                 any contract or agreement which by its terms does not terminate or is not terminable without penalty within three (3) months after the date hereof;

(e)                                  any contract or agreement for the sale or lease of First Territory Products not made in the Ordinary Course of Business;

(f)                                    any contract with any dealer, sales representative, sales agent or distributor;

(g)                                 any indemnification, or any commitment to issue any such indemnification;

(h)                                 any contract or agreement relating to the acquisition, transfer, development, license, sharing or non-disclosure of any ACON Intellectual Property Asset or ACON In-Licensed Intellectual Property Assets, including all Licenses;

(i)                                     any contract or agreement expressly imposing any restriction or limitation on the right or ability of any Seller Entity (i) to compete with any other Person or in any line of business, (ii) to acquire any product or other asset or any services from any other Person, or (iii) to develop, sell, supply, distribute, offer, support, manufacture, market, service any product, component, raw material, technology or asset to or for any other Person;

(j)                                     any contract or agreement (i) to which any Governmental Authority is a party or under which any Governmental Authority has any rights or obligations, or (ii) directly or indirectly benefiting any Governmental Authority;

(k)                                  any contract or agreement or court filing seeking or compromising a lawsuit or other legal or administrative proceeding or claim involving the ACON Intellectual Property Assets, the ACON In-Licensed Intellectual Property Assets or Third Party Rights or entering any such settlement or compromise;

(l)                                     any partnership, joint venture, or other similar contract, arrangement or agreement between any Seller Entity and a third party;

(m)                               any material programs, agreements or arrangements with respect to advertising allowances, trade discounts, volume discounts, store opening allowances, extended dating or other similar discount, allowance or rebate programs; or

(n)                                 any contract, agreement, or understanding or arrangement not otherwise identified in this Section 4.13 and material, which solely for purposes of this Section 4.13(n) is (1) a contract involving an amount of fifty thousand dollars ($50,000) or greater per year, or (2) involves the license, transfer, restriction or ownership of any Intellectual Property Assets or any asset or right that would constitute an Intellectual Property Asset.

Each Material Contract is valid and is in full force and effect and constitutes the legal, valid and binding obligation of the Seller Entities, as the case may be, and, to the knowledge of the Seller Entities, the other parties thereto, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws

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affecting the rights of creditors generally and subject to the rules of law governing (and all limitations on) specific performance, injunctive relief and other equitable remedies.  Neither the Seller Entities nor, to the knowledge of the Seller Entities, any other party to any Material Contract, is in default in complying with any material provisions thereof, and no condition or event or fact exists which, with notice, lapse of time or both would likely constitute, to the knowledge of the Seller Entities, such a default thereof on the part of the Seller Entities or, to the knowledge of the Seller Entities, on the part of any other party thereto.  No contracting party to any Material Contract has notified (whether orally or in writing) the Seller Entities of its intention to terminate, cancel or modify such Material Contract or otherwise to reduce or change its activity thereunder so as to affect adversely the benefits derived, or currently expected to be derived, by the Seller Entities under such Material Contract.  True, correct and complete copies of all Transferred Contracts and Material Contracts (other than commercial off-the-shelf computer software having a cost of less than one thousand dollars ($1,000) per seat or license and other standard form non-exclusive licenses with respect to Intellectual Property Assets available generally which licenses have a cost of less than fifty thousand dollars ($50,000) per year) have been delivered to Buyer on or before the First Closing Date.

4.14                           Litigation.  Except as set forth in Schedule 4.14, there is no litigation, material claim or governmental or administrative proceeding or investigation pending or, to the knowledge of the Seller Entities, threatened against the Seller Entities or any Affiliate of the Seller Entities directly relating to or affecting the First Territory Business, any of the Transferred Assets, the New Facility, the New Facility Equity Interests or the New Facility Assets or which would prevent or hinder the consummation of the transactions contemplated by this Agreement.  With respect to each matter set forth therein, Schedule 4.14 sets forth a description of the forums for the matter, the parties thereto and the type and amount of relief sought.  Other than the Request for Ex Parte Re-examination of U.S. Patent No. 6,485,982 B1, which was filed with the U.S. Patent and Trademark Office on September 15, 2005 and resulted in re-examination application Control No. 90/007,719, neither the Seller Entities nor the Management Team, nor any of their respective Affiliates, counsel, agents, other legal representatives or, to the knowledge of the Management Team, a member of the immediate family of a Management Team member, have filed any additional papers with the U.S. Patent and Trademark Office since September 15, 2005 in connection with re-examination application Control No. 90/007,719.

4.15                           Compliance with Laws.  Except as set forth on Schedule 4.15, each of the Seller Entities, ABON and Rich Horizons, as applicable is currently in compliance and has heretofore complied in all material respects with all applicable laws, statutes, ordinances, orders, requirements, rules and regulations (including, without limitation, environmental laws, import, export, customs and labeling laws and zoning laws and ordinances) (“Laws”) promulgated by any Governmental Authority and necessary or required for the current conduct of the First Territory Business or operation of the New Facility, and, except as disclosed in Schedule 4.15, no Seller Entity has received any notice of a violation or alleged violation of any Law or any license, permit or authorization that has not been heretofore corrected and, to the knowledge of the Seller Entities, no such violation exists which could have a Material Adverse Effect on the First Territory Business, the Transferred Assets, the New Facility, the New Facility Equity Interests or the New Facility Assets.

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4.16                           Insurance.  Except as set forth on Schedule 4.16, the First Territory Business, the Transferred Assets, the New Facility and the New Facility Assets are, and through the First Closing Date (in the case of the First Territory Business and the Transferred Assets) and the New Facility Closing (in the case of the New Facility and the New Facility Assets) will be, insured by policies of insurance of the type and in amounts customarily carried by persons conducting business similar to the First Territory Business and developing property such as the New Facility.  There is no claim by the Seller Entities pending under any such policies as to which coverage has been questioned, denied or disputed by the insurer.

4.17                           Product Liability.  There are no existing or, to the knowledge of the Seller Entities, threatened product liability, warranty, failure to adequately warn or any other similar claims against the Seller Entities for First Territory Products, except as disclosed in Schedule 4.17.  To the knowledge of the Seller Entities, there are no statements, citations, correspondence or decisions by any Governmental Authority stating that any First Territory Products are defective or unsafe or fail to meet any product warranty or any standards promulgated by any such Governmental Authority in any material respect.  There have been no notices of recall served on the Seller Entities by any such Governmental Authority with respect to any First Territory Product.  To the knowledge of the Seller Entities, there is no (a) fact relating to any First Territory Product that could be reasonably likely to impose upon the Seller Entities a duty to recall any First Territory Product or a duty to warn customers of a defect in any First Territory Product or (b) latent or overt design, manufacturing or other defect in any First Territory Product.

4.18                           Finder’s Fees.  No Seller Entity has incurred or become liable for any broker’s commission or finder’s fee relating to or in connection with this Agreement or the transactions contemplated hereby.

4.19                           Permits; Burdensome Agreements.  Schedule 4.19 lists all material permits, registrations, authorizations, licenses, franchises, certifications and other approvals (collectively, the “Approvals”) obtained by the Seller Entities, ABON and Rich Horizons from any third party, including, without limitation, any industry standards association or Governmental Authority.  Each Approval is validly held by the Seller Entities, ABON and Rich Horizons, is in full force and effect, and the Seller Entities, ABON and Rich Horizons are operating in compliance therewith, except for such noncompliance which could not reasonably be expected to have a Material Adverse Effect on the First Territory Business or the New Facility.  Except for the Approvals, no First Territory Product has been marketed, advertised, sold or distributed as having or meeting any other certification, standard or approval.  The Approvals include, but are not limited to, those required in order for the Seller Entities, ABON and Rich Horizons to conduct the First Territory Business under China, U.S., state, provincial, municipal or local Laws pertaining to environmental protection, public health and safety, worker health and safety, buildings, highways or zoning.  Except as set forth on Schedule 4.19, none of the Approvals is subject to termination as a result of the execution of this Agreement by the Seller Entities or the consummation of the transactions contemplated hereby, and, to the knowledge of the Seller Entities, Buyer will not be required to obtain any further Approvals to continue to conduct the First Territory Business after the First Closing.  None of the Seller Entities, ABON or Rich Horizons are subject to or bound by any agreement, judgment, decree or order which could reasonably be expected to have a Material Adverse Effect on the First Territory Business, the

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Transferred Assets, the New Facility, the New Facility Equity Interests or the New Facility Assets.

4.20                           Employee Benefit Programs.

(a)                                  Schedule 4.20 lists all of the employee benefit plans, programs and arrangements, including all pension, retirement, profit-sharing, thrift, savings, severance, stock-based deferred compensation, deferred compensation, welfare and fringe benefit plans and employment or severance agreements in which any Transferred Employee participates or to which any such Transferred Employee is a party (collectively, the “Employee Plans”).  The Seller Entities have made available to Buyer copies of all Employee Plans and, where applicable, the most recent summary plan descriptions with respect to the Employee Plans.

(b)                                 The Employee Plans are in material compliance with applicable Laws and have been administered in all material respects in accordance with their terms.  There is no pending or, to the knowledge of the Seller Entities, threatened legal action, suit or claim relating to any Transferred Employee under an Employee Plan or otherwise (other than ordinary course claims for benefits).

(c)                                  None of the Employee Plans will obligate Buyer to assume or perform any obligation thereunder as a result of the transactions contemplated by this Agreement, or any agreement or document executed pursuant hereto, and Buyer will not become obligated for any liability under any such Employee Plans, or any other employee benefit plan of the Seller Entities or their Affiliates as a result of the transactions contemplated by this Agreement.

4.21                           Environmental Matters.  Except as set forth in Schedule 4.21 and only with respect to the First Territory Business and, the New Facility, as applicable, (i) the Seller Entities, ABON and Rich Horizons have no liability under, nor has any Seller Entity, ABON or Rich Horizons ever violated in any material respect, any Environmental Law (as defined herein); (ii) any property owned, operated, leased, or used by the Seller Entities, ABON or Rich Horizons (including the Existing Facility and the New Facility), and any facilities and operations thereon are presently in compliance in all material respects with all applicable Environmental Laws; (iii) the Seller Entities, ABON and Rich Horizons have never entered into or been subject to any judgment, consent decree, compliance order, or administrative order with respect to any environmental or health and safety matter or received any request for information, notice, demand letter, administrative inquiry, or formal or informal complaint or claim with respect to any environmental or health and safety matter or the enforcement of any Environmental Law; and (iv) the Seller Entities, ABON and Rich Horizons do not have knowledge that any of the items enumerated in clause (iii) of this paragraph will be forthcoming.

For purposes of this Section 4.21, (i) ”Environmental Law” shall mean any environmental or health and safety-related law, regulation, rule, ordinance, or by-law at the foreign, federal, state, or local level, whether existing as of the date hereof, previously enforced, or subsequently enacted and (ii) ”Seller Entities” shall mean and include the Seller Entities, their predecessors and all other entities for whose conduct the Seller Entities are or may be held responsible under any Environmental Law.

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4.22                           Employment Provisions.  Schedule 4.22 sets forth a true and complete list of all First Territory Employees (as defined herein), indicating each First Territory Employee’s full- or part-time status, position, annual base salary or hourly rate and bonus potential.  Except as set forth on Schedule 4.22, all First Territory Employees are employed at-will.  Except as set forth on Schedule 4.22, no Seller Entity is delinquent in payments to any of such First Territory Employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees.  Except as set forth in Schedule 4.22, upon termination of the employment of any First Territory Employee, no Seller Entity will by reason of the consummation of the transactions contemplated by this Agreement or otherwise be liable to any First Territory Employee for so-called “severance pay” or any other termination-related payments; provided, however, that in the event that any “severance pay” or any other termination-related payments are set forth on Schedule 4.22, such Schedule shall set forth in detail as to each employee all “severance pay” and other payment that would be owed if such a termination occurred on or following the First Closing Date, including under any applicable Law.  Except as set forth in Schedule 4.22, no Seller Entity has, or within one (1) year has had, any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment.  Except as set forth on Schedule 4.22, each Seller Entity has in the past complied and is in compliance in all material respects with all applicable Laws and regulations respecting labor, employment, fair employment practices, terms and conditions of employment, and wages and hours.  Except as set forth in Schedule 4.22, no Seller Entity has received notice of any investigation by any Governmental Authority concerning each such Seller Entity’s compliance with any employment-related Laws including, without limitation, Laws regarding the payment of wages, payment of overtime pay, payment of minimum wages or workplace safety and health.  Except as set forth on Schedule 4.22, there are no grievances, complaints or charges that have been filed against a Seller Entity under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) and no claim therefore has been asserted.  Except as set forth on Schedule 4.22, no collective bargaining agreements relating to any First Territory Employee is in effect or are currently being or are about to be negotiated by the Seller Entities.  No one Seller Entity has any facility (or part thereof) within the State of California that has employed 75 or more persons within the last twelve (12) months.  To the knowledge of the Seller Entities, the Transferred First Territory Employees constitute all of the employees necessary for Buyer to continue to operate the First Territory Business as it has been operated prior to the First Closing and the Transferred First Territory Employees have the abilities and experience necessary for Buyer to continue to operate the First Territory Business as it has been operated prior to the First Closing.  To the knowledge of the Seller Entities, the New Facility Transferred Employees constitute all of the employees necessary for Buyer to continue to operate the New Facility as it and the Existing Facility have been operated prior to the New Facility Closing and the New Facility Transferred Employees will have the qualifications and abilities necessary for Buyer to continue to operate the New Facility as it and the Existing Facility have been operated prior to the New Facility Closing. At the New Facility Closing Date, the Seller Entities will have transferred, or caused their Affiliates (including Genclonn) to have transferred, to ABON to work at the New Facility: (i) an experienced technical person in each of the fields identified below, and (ii) such number of experienced technical personnel from the Seller Entities’ and their Affiliates’ (including Genclonn) lateral flow immunoassay group involved in developing

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and manufacturing the First Territory Products in the fields of drugs of abuse, fertility, cardiology and infectious diseases such that the proportion of such personnel to the overall number of technical personnel in the Seller Entities’ and their Affiliates’ (including Genclonn) entire lateral flow immunoassay group is at least equal to the ratio of the lateral flow immunoassay test unit volume of the First Territory Business to the total Seller Entity lateral flow immunoassay test volume, but in no event will such number of experienced technical personnel represent less than fifty percent (50%) of such personnel.

4.23                           Customers, Distributors and Suppliers.  Schedule 4.23 sets forth a true and complete list of all customers, representatives, dealers or distributors (whether pursuant to a commission, royalty or other arrangement) who accounted for fifty thousand dollars ($50,000) or more of the sales of the First Territory Business for the twelve (12) months ended September 30, 2005, showing with respect to each, the name, address and dollar value involved (collectively, the “Customers and Distributors”).  Schedule 4.23 also sets forth a true and complete list of all suppliers of the First Territory Business to whom during the twelve (12) months ended September 30, 2005 the Seller Entities made payments aggregating fifty thousand dollars ($50,000) or more, showing with respect to each, the name, address and dollar value involved (the “Suppliers”).  The relationships of the Seller Entities with the Customers and Distributors and Suppliers are good commercial working relationships.  Except as set forth on Schedule 4.23, no Customer and Distributor or Supplier has canceled, materially modified or otherwise terminated its relationship with the Seller Entities, or has during the last twelve (12) months decreased materially its services, supplies or materials to the Seller Entities or its usage or purchase of the services or products of the Seller Entities nor, to the knowledge of the Seller Entities, and as of the date hereof does any Customer and Distributor or Supplier have any plan or intention to do any of the foregoing.  Except as set forth on Schedule 4.23, the Seller Entities are not a party to any oral or written agreement or arrangement with any customer, supplier or distributor related to the offering of discounts, extended warranties, service contracts, bundling of any First Territory Products, rights of return or any other similar agreements or arrangements.

4.24                           Certain Regulatory Matters.

(a)                                  As to each First Territory Product subject to the Food, Drug and Cosmetic Act of 1938 (the “FDCA”) or similar Law in the U.S. or elsewhere in the First Territory that is developed, manufactured, tested, distributed and/or marketed by the Seller Entities (a “Medical Device”), such First Territory Product is being developed, manufactured, tested, distributed and/or marketed in material compliance with all applicable requirements under the FDCA and similar Laws, including those relating to investigational use, premarket clearance or marketing approval to market a Medical Device, good manufacturing practices, labeling, advertising, record keeping, filing of reports and security, except for failure in compliance that individually or in the aggregate would not be likely to have a Material Adverse Effect.  None of the Seller Entities have received any notice or other communication from the U.S. Food and Drug Administration (the “FDA”) or any other Governmental Authority (A) contesting the premarket clearance or approval of, the uses of or the labeling and promotion of any First Territory Products or (B) otherwise alleging any violation applicable to any First Territory Product of any Law.

(b)                                 Except as set forth on Schedule 4.24, no First Territory Product has been, or is under consideration by senior management of the Seller Entities to be, recalled, withdrawn,

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suspended, seized or discontinued (other than for commercial or other business reasons) by the Seller Entities, in each case since January 1, 2002.  To the knowledge of the Seller Entities, no proceedings in the United States or outside of the United States have been completed or are pending against the Seller Entities or any licensee of any First Territory Product which sought or are seeking, as applicable, the recall, withdrawal, suspension, seizure or discontinuance of any First Territory Product.

(c)                                  As to each First Territory Product of the Seller Entities for which a premarket approval application, premarket notification, investigational device exemption or similar state or foreign regulatory application has been approved, the Seller Entities are in compliance in all material respects with 21 U.S.C. §§360 and 360e or 21 C.F.R. Parts 812 or 814, respectively, and all similar Laws and all terms and conditions of such licenses or applications. In addition, the Seller Entities are in substantial compliance with all applicable registration and listing requirements set forth in 21 U.S.C. § 360 and 21 C.F.R. Part 807 and all similar Laws.

(d)                                 No article of any First Territory Product manufactured and/or distributed by the Seller Entities is (A) adulterated within the meaning of 21 U.S.C. § 351 (or similar Laws), (B) misbranded within the meaning of 21 U.S.C. § 352 (or similar Laws) or (C) a product that is in violation of 21 U.S.C. § 360 or § 360e (or similar Law).

(e)                                  Neither the Seller Entities, nor, to the knowledge of the Seller Entities, any officer, employee, or agent of the Seller Entities, has made an untrue statement of a material fact or fraudulent statement to the FDA or any other Governmental Authority, failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Authority, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, could reasonably be expected to provide a basis for the FDA or any other Governmental Authority to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) or any similar policy of any Governmental Authority. Neither the Seller Entities, nor, to the knowledge of the Seller Entities, any officer, employee or agent of the Seller Entities or any of its Subsidiaries, has been convicted of any crime or engaged in any conduct for which debarment is mandated by 21 U.S.C. § 335a (a) or any similar Law or authorized by 21 U.S.C. § 335a (b) or any similar Law.  Neither the Seller Entities, nor, to the knowledge of the Seller Entities, any officer, employee or agent of the Seller Entities or any of their Subsidiaries, has been convicted of any crime or engaged in any conduct for which such person or entity could be excluded from participating in the U.S. health care programs under Section 1128 of the Social Security Act of 1935, as amended (the “Social Security Act”) or any similar Law.

(f)                                    Since January 1, 2002 the Seller Entities have not received any written notice that the FDA or any other Governmental Authority has (a) commenced, or threatened to initiate, any action to withdraw its approval or request the recall of any, (b) commenced, or threatened to initiate, any action to enjoin production of any or (c) commenced, or threatened to initiate, any action to enjoin the production of any First Territory Product produced at any facility where any First Territory Product is manufactured, tested or packaged.

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(g)           To the knowledge of the Seller Entities, there are no facts, circumstances or conditions that would reasonably be expected to form the basis for any investigation, suit, claim, action or proceeding against or affecting the Seller Entities regarding the First Territory Business relating to or arising under (a) the FDCA or (b) the Social Security Act or regulations of the Office of the Inspector General of the Department of Health and Human Services.

4.25         Certain Business Practices. No director, officer, agent or employee of the Seller Entities, ABON or Rich Horizons, has, directly or indirectly, on behalf of the Seller Entities, ABON or Rich Horizons, as applicable (solely with respect to matters arising out of, relating to or resulting from the First Territory Business, or the sale of the New Facility Equity Interests or the development, construction and operation of the New Facility) (a) made or agreed to make any contribution, payment or gift to any government official, employee or agent where either the contribution, payment or gift or the purpose thereof was illegal under applicable Law, (b) established or maintained any unrecorded fund or asset for any purpose or made any false entries on the books and records of the Seller Entities, ABON or Rich Horizons for any reason, (c) made or agreed to make any contribution, or reimbursed any political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office or (d) paid or delivered any fee, commission or any other sum of money or item of property, however characterized, to any finder, agent, government official or other party, in China, the United States or any other country, which in any manner relates to the Transferred Assets, First Territory Business, the New Facility, the New Facility Equity Interests or the New Facility Assets, which in each case the Seller Entities knew or had reason to believe to have been illegal under any China, U.S., state, provincial, local or foreign Laws.

4.26         Investment Representation.

(a)           Each Seller Entity that receives Common Stock is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) has such knowledge and experience in financial and business matters that such Seller Entity is capable of evaluating the relative risks and merits of an investment in the Common Stock.

(b)           The Seller Entity has had an opportunity to ask questions of and receive answers from the Buyer, or a person or persons acting on the Buyer’s behalf, concerning the terms and conditions of the Common Stock. In addition, each Seller Entity has read or reviewed and is familiar with the Buyer’s annual report on Forms 10-K for the year ended December 31, 2004 (as amended) and each subsequently filed report on Forms 10-K, 10-Q and 8-K as filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Exchange Act (as defined below) and as the same may be amended.

(c)           Such Seller Entity acquiring such shares represents that the Common Stock to be issued hereunder are being acquired solely for such Seller Entity’s own account, for investment and not with a view to or for the resale or distribution thereof (except as such shares may be resold as contemplated by Section 4.26(d) hereto); such Seller Entity has no present plans to enter into any contract, undertaking, agreement, or arrangement relating thereto that would render the Buyer unable to rely on the safe harbor set forth in Regulation D under the Securities Act for the issuance of the Common Stock hereunder.

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(d)           Such Seller Entity acquiring Common Stock understands that the shares of such Common Stock to be issued hereunder have not been registered under the Securities Act or under the securities laws of any state or other jurisdiction and are being offered and issued in reliance upon exemptions for private offerings. Such Seller Entity acquiring such Common Stock acknowledges and is aware that there are substantial restrictions on the transferability of the Common Stock; the Common Stock to be issued hereunder cannot be resold unless they are registered under the Securities Act and qualified under any applicable securities law of any state or other jurisdiction, or an exemption from such registration or qualification is available. Each Seller Entity acknowledges that the sole obligation of the Buyer to register shares of Common Stock under the Securities Act are pursuant to the terms and conditions of the Investor Rights Agreement and that the Buyer has no obligation to register any securities of Buyer other than Common Stock pursuant to the Investor Rights Agreement.

4.27         Valuation Representation. The Seller Entities warrant and represent that, as a result of the transactions contemplated by this Agreement, no acquiring person affiliated with the Seller Entities will hold voting securities of Buyer valued at greater than $56.7 (or such other limitation as may be in effect from time to time), as determined pursuant to the rules set forth in the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, 15 U.S.C. sec. 18a, and the implementing regulations thereunder, 16 C.F.R. Parts 801-803 (the “HSR Act”).