SECTION 5.05.      Brokers or Finders.  Other than Susquehanna Investment Group, the fees, costs and expenses of which shall be paid solely by Seller, each of Purchaser and Seller represents, as to itself and its affiliates, that no agent, broker, investment banker or other firm or person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement.

SECTION 5.06.      Intentionally Deleted

SECTION 5.07.      Joint Development Arrangement.  Purchaser and Seller shall use commercially reasonable efforts to negotiate and enter into a joint development arrangement with respect to rare event detection as soon as reasonably practicable after the closing.  The definitive agreement with respect to such joint development arrangement (the “Joint Development Agreement”) shall provide for, among other things, (i) the terms on which the parties will cooperate to develop methods for rare event detection, (ii) the terms on which Purchaser and Seller will each contribute up to $3,000,000 to the project (which may consist of “in-kind” contributions such as services, instruments, reagents, etc.) in order to develop and commercialize a diagnostic protocol for rare event utilizing the ACIS platform, (iii) the terms on which the parties may contribute additional cash and/or services to the project, (iv) the terms on which the parties will allocate profits, revenues or royalties resulting from the project and any resulting products or intellectual property and (v) procedures for paying expenses and segregating cash and other assets contributed towards the project from other assets of the parties.  The parties will work in good faith with each other to finalize a high level project plan to include scope of project and high level milestones within 90 days after Closing and to enter into the definitive Joint Development Agreement within 120 days after Closing. In the event that the parties, for any reason, are unable to reach agreement on the terms of the Joint Development Agreement within such 120 day period, or such longer period as the parties shall agree on, neither party shall have any liability to the other with regard to such failure, notwithstanding anything contained in this Section 5.07.

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SECTION 5.08.      Cooperation After Closing.  On and after the Closing Date and subject to compliance with Applicable Law and any applicable privileges, Seller shall (a) afford Purchaser and its Representatives reasonable access upon reasonable prior notice during normal business hours to all employees, offices, properties, agreements, records, books and affairs of Seller to the extent relating to the conduct of the Business prior to the Closing, and (b) cooperate fully with Purchaser to ensure the orderly transition of the Business from Seller to Purchaser and to minimize disruptions to the Business. On or after the Closing and subject to compliance with Applicable Law and applicable privileges, Purchaser shall (a) afford Seller and its Representatives reasonable access upon reasonable prior notice during normal business hours to all employees, offices, properties, agreements, records, books and affairs of Purchaser to the extent relating to the conduct of the Business prior to the Closing and (b) cooperate fully with Seller to ensure the orderly transition of the Business from Seller to Purchaser and to minimize disruptions to Seller’s other businesses.

ARTICLE VI

Employment Matters

SECTION 6.01.  Continuation of Employment; Credited Service; COBRA.

(a)               For purposes of this Agreement, the term “Business Employee” shall refer to each employee of Seller Parties identified on Schedule 6.01.  Effective as of the Closing, Seller shall terminate the Business Employees and deliver to the Business Employees a termination letter in form and substance reasonably acceptable to Purchaser.  At the Closing, Purchaser shall offer employment (which shall include Purchaser’s compliance with Purchaser’s covenants set forth in this Section 6.01) to all Business Employees who on the Closing Date are actively at work.  Each Business Employee who accepts Purchaser’s offer of employment is referred to herein as a “Transferred Employee”.

(b)               Immediately following the Closing Date, Purchaser shall provide the Transferred Employees with compensation (including base salary and incentive bonus potential) and benefits that are, on an employee by employee basis, substantially equivalent to the compensation and benefits that Purchaser offers to similarly situated employees of Parent immediately prior to the Closing Date.  Nothing in this Section 6.01 shall be construed as a guarantee of employment or continuation of benefits, and unless otherwise agreed to in writing by Purchaser and a Transferred Employee, the Transferred Employees shall be at-will employees, meaning that either the Purchaser or the Transferred Employee may terminate the employment relationship at any time, with or without cause or notice, for any lawful reason.

(c)               On and after the Closing Date, Purchaser shall give the Transferred Employees full credit for purposes of calculating vacation and severance under any employee benefit plans or arrangements maintained by Purchaser and its affiliates, for the Transferred Employees’ service with Seller Parties and their respective affiliates.

(d)               With respect to any vacation time accrued and unused immediately prior to the Closing to which any Transferred Employee is entitled (the “Accrued Vacation”) pursuant to the vacation policy applicable to such employee (the “Vacation Policy”), Seller shall be liable for and, on the Closing Date, shall pay in cash to each such Transferred Employee an amount equal to such Accrued Vacation time in accordance with terms of the Vacation Policy.  Purchaser shall have no liability for any Accrued Vacation of any Transferred Employee.  Notwithstanding the foregoing, with respect to any Transferred Employee, Purchaser shall recognize the service of such employee with

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Seller prior to the Closing for purposes of determining eligibility to participate in, and benefits provided under, any vacation policy of Purchaser.

(e)               Effective immediately after the Closing, Purchaser shall cause the Transferred Employees to be covered by one or more medical benefit plans (“Purchaser’s Medical Plans”), which shall provide benefits to the Transferred Employees and their dependents which in the aggregate are substantially comparable to the benefits provided to similarly situated employees of Parent immediately prior to the Closing Date.  Purchaser’s Medical Plans shall not contain any “pre-existing conditions” exclusions or limitations or “actively at work” requirements which would cause any of the Transferred Employees or their dependents to be excluded from Purchaser’s Medical Plans immediately after the Closing.

(f)                The parties agree that it shall be Seller’s sole responsibility to provide the required notices under Section 4980B of the Code to all “M&A Qualified Beneficiaries” (as defined in Prop. Treas. Reg. § 54.4980B-9, Q&A 4), and to provide coverage under Section 4980B of the Code to such individuals and to continue to provide coverage under Section 4980B of the Code to any of the former employees or covered dependents of Seller currently purchasing benefits under Section 4980B of the Code.  Seller shall indemnify Purchaser for any failure by Seller to provide such required notices or to provide such coverage.

(g)               Purchaser and Seller Parties agree to utilize, or cause their respective affiliates to utilize, the standard procedure set forth in Rev. Proc. 2004-53 with respect to wage reporting.

ARTICLE VII

Conditions to Closing

SECTION 7.01.  Conditions to Each Party’s Obligation.  The obligation of Purchaser to purchase and pay for the Transferred Assets and the obligations of Seller to sell, transfer, assign and deliver the Transferred Assets to Purchaser is subject to the satisfaction (or waiver by Purchaser and Seller) on or prior to the Closing Date of the following conditions:

(a)               Governmental Approvals.  All Consents of, or registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity legally required for the consummation of the Acquisition shall have been obtained or filed or shall have occurred.

(b)               No Injunctions or Restraints.  No Applicable Law or injunction enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Acquisition shall be in effect.  No action or proceeding shall be pending before any court or other Governmental Entity that seeks to prohibit the Closing or impose damages or obtain other relief in connection with the Acquisition and is brought by (i) any Governmental Entity having jurisdiction in respect thereof, or (ii) any person (other than a Governmental Entity) if in the case of this clause (ii) such action or proceeding reasonably could be expected to prohibit the Closing or result in such damages or other relief.

(c)               Release of Liens.  General Electric Capital Corporation shall have released its Lien on the Transferred Assets under the Loan and Security Agreement, dated as of September 29, 2006.

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(d)               Third Party Consents.  The Third Party Consents listed on Schedule 7.01(d) shall have been obtained.

SECTION 7.02.  Conditions to Obligation of Purchaser.  The obligation of Purchaser to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by Purchaser) on or prior to the Closing Date of the following conditions:

(a)               Representations and Warranties.  The representations and warranties of Seller in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on each such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date), in each case except for breaches of representations and warranties as to matters that would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect.

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

(c)               Ancillary Agreements.  Seller shall have executed and delivered to Purchaser all of the Ancillary Agreements.

(d)               No Business Material Adverse Effect.  There shall not have occurred a Business Material Adverse Effect since December 31, 2006.

(e)               Certificate of Officers.  Seller shall have delivered to Purchaser a certificate of Seller’s President and Chief Financial Officer (in their capacities as such) dated as of the Closing to the effect that the statements set forth in paragraph (a), (b) and (d) above in this Section 7.02 are true and correct.

SECTION 7.03.  Conditions to Obligations of Seller.  The obligations of the Seller Parties to sell, transfer, assign and deliver the Transferred Assets is subject to the satisfaction (or waiver by Seller) on or prior to the Closing Date of the following conditions:

(a)               Representations and Warranties.  The representations and warranties of Purchaser made in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on each such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date), in each case except for breaches as to matters that would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

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

(c)               Ancillary Agreements.  Purchaser shall have executed and delivered to Seller each of the Ancillary Agreements.

(d)               Fairness Opinion.  Seller shall have received an opinion from Susquehanna Financial Group, LLLP that the sale of the Transferred Assets to Purchaser pursuant to this Agreement is fair, from a financial point of view, to Seller.

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(e)               Payment of Purchase Price.  Purchaser shall have paid the Closing Consideration to Seller.

(f)                Certificate of Officers.  Purchaser shall have delivered to Seller a certificate of Purchaser’s President and Treasurer (in their capacities as such) dated as of the Closing to the effect that the statements set forth in paragraph (a) and (b) above in this Section 7.03 are true and correct.

SECTION 7.04.  Frustration of Closing Conditions.  None of Purchaser or Seller may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, as required by Section 5.04.

ARTICLE VIII

Termination; Effect of Termination

SECTION 8.01.  Termination.

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

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

(ii)           by Seller or Purchaser if any of the conditions set forth in Section 7.01 shall have become incapable of fulfillment, and shall not have been waived by such Party;

(iii)          by Seller if Purchaser shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, or any such representation or warranty shall become inaccurate in any material respect, in each case which breach, inaccuracy, or failure to perform would result in a failure of a condition set forth in Section 7.03 (subject to a reasonable opportunity to cure said breach);

(iv)          by Purchaser if Seller shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, or any such representation or warranty shall become inaccurate in any material respect, in each case which breach, inaccuracy, or failure to perform would result in a failure of a condition set forth in Section 7.02 (subject to a reasonable opportunity to cure said breach); or

(v)           by Seller or Purchaser, if the Closing does not occur on or prior to March 8, 2007;

provided, however, that the party seeking termination pursuant to clause (ii), (iii) or (iv) is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

(b)               In the event of termination by Seller or Purchaser pursuant to this Section 8.01, written notice thereof shall forthwith be given to the other party or parties hereto and the transactions contemplated by this Agreement shall be terminated, without further action by any person.  If the transactions contemplated by this Agreement are terminated as provided herein:

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(i)            Purchaser shall, and shall cause each of its Representatives to, return to Seller Parties all documents and other material received from Seller Parties or any of their respective affiliates relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof; and

(ii)           all confidential information received by Purchaser or its Representatives with respect to the businesses of Seller Parties and their respective affiliates (including the Business) shall be treated in accordance with the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement.

SECTION 8.02.  Effect of Termination.

(a)               If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in Section 8.01, this Agreement shall become null and void and of no further force and effect, except for the provisions of (i) Section 5.03(b) relating to confidential information, (ii) Section 13.03 relating to certain expenses, (iii) Section 5.05 relating to finder’s fees and broker’s fees, (iv) Section 8.01 and this Section 8.02 and (v) Section 12.01 relating to publicity, each of which shall survive the termination of this Agreement.  Nothing in this Section 8.02 shall be deemed to release any party hereto from any liability for any breach by such party of the terms, conditions, covenants and other provisions of this Agreement or to impair the right of any party to compel specific performance by any other party hereto of its obligations under this Agreement.

ARTICLE IX

Indemnification

SECTION 9.01.  Indemnification by Seller.  Subject to the limitations set forth in Section 9.04, from and after the Closing, Seller shall indemnify, defend and hold harmless Purchaser and its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against any and all claims, losses, damages, liabilities, obligations or expenses, including reasonable third-party legal fees and expenses (collectively, “Losses”), to the extent arising or resulting from any of the following:

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

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

(iii)          any Retained Liability; and

(iv)          any fees, expenses or other payments incurred or owed by any Seller Party to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement.

SECTION 9.02.  Indemnification by Purchaser.  From and after the Closing, Purchaser and Parent shall, jointly and severally, indemnify, defend and hold harmless Seller and each of its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Seller Indemnitees”) from and against any and all Losses, to the extent arising or resulting from any of the following:

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(i)            any breach of any representation or warranty of Purchaser contained in this Agreement;

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

(iii)          any Assumed Liability and any liability of CLRT; and

(iv)          any fees, expenses or other payments incurred or owed by Purchaser or its affiliates to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement.

SECTION 9.03.  Indemnification Procedures.

(a)               Procedures Relating to Indemnification of Third Party Claims.  If any party hereto (the “Indemnified Party”) receives written notice of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 9.01 or 9.02 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article IX, the Indemnified Party shall promptly provide the other party hereto, as applicable (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought.  Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is actually prejudiced thereby.  The Indemnifying Party will have 30 days from receipt of any such notice of a Third Party Claim to give notice to assume the defense thereof.  If notice to the effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel of its choice.  So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not file any papers or consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (iii) the Indemnifying Party will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for equitable relief, in each case, without the prior written consent of the Indemnified Party (such written consent will not be withheld or delayed unreasonably).  The parties will use commercially reasonable efforts to minimize Losses from Third Party Claims and will act in good faith in responding to, defending against, settling or otherwise dealing with such claims.  The parties will also cooperate in any such defense and give each other reasonable access to all information relevant thereto.  Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld.

(b)               Procedures for Non-Third Party Claims.  The Indemnified Party will notify the Indemnifying Party in writing promptly of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise to the claim of indemnity pursuant hereto.  The failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from liability on account of this indemnification, except only to the extent that the Indemnifying Party is actually prejudiced thereby.  The Indemnifying Party will have 30 days from

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receipt of any such notice to give notice of dispute of the claim to the Indemnified Party.  The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters.  Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

SECTION 9.04.  Limitations on Indemnification.

(a)           Notwithstanding the foregoing provisions of this Article IX, (i) Seller shall not be responsible, pursuant to Section 9.01(i) or (ii), and Purchaser shall not be responsible pursuant to Section 9.02(i) or (ii), for any indemnifiable Losses suffered by any Purchaser Indemnitee or Seller Indemnitee, as applicable, arising out of a breach of any representation, warranty or covenant of Seller or Purchaser (as applicable) herein unless a claim therefor is asserted in writing before the end of the survival period for such representation, warranty or covenant set forth in Section 9.07, failing which such claim shall be waived and extinguished, (ii) Seller shall not be liable, pursuant to Section 9.01(i) or (ii), and Purchaser shall not be liable pursuant to Section 9.02(i) or (ii), for any indemnifiable Losses suffered by any Purchaser Indemnitee or Seller Indemnitee, as applicable, unless the aggregate of all Losses suffered by the Purchaser Indemnitees or the Seller Indemnitees, as applicable, exceeds, on a cumulative basis, an amount equal to $150,000, at which point the Purchaser Indemnitee or Seller Indemnitee, as applicable, shall be entitled to all Losses including such amount; (iii) the aggregate liability of Seller, pursuant to Section 9.01(i) or (ii), for Losses suffered by the Purchaser Indemnitees, or of Purchaser, pursuant to Section 9.02(i) or (ii) for Losses suffered by the Seller Indemnitees, shall in no event exceed $1,500,000 (except in each case, for Losses resulting from fraud and except that such limitation shall not apply to Purchaser’s obligation to pay the Purchase Price and, if applicable, the Holdback Amount or, for the avoidance of doubt, to claims for indemnification arising from Sections 9.01(iii), 9.01(iv), 9.02(iii) and/or 9.02(iv)) and (iv) no party hereto shall be liable to the others for indirect, special, incidental, consequential or punitive damages claimed by such other party or parties, as the case may be, resulting from such first party’s breach of its representations, warranties or covenants hereunder; provided however, that such limitation shall not be construed to limit a Purchaser Indemnitee’s or Seller Indemnitee’s, as applicable, ability to recover under this Agreement any Losses resulting from a claim pursuant to which a third party has been awarded punitive damages.

(b)           Purchaser acknowledges and agrees that except to the extent provided in the following sentence, should the Closing occur, the sole and exclusive remedy of Purchaser Indemnitees with respect to any and all claims relating to this Agreement, the Business, the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities or the transactions contemplated hereby (other than claims of, or causes of action arising from, fraud) shall be pursuant to the indemnification provisions set forth in this Article IX; provided that the foregoing will not limit any party from seeking specific performance or injunctive relief for breaches of covenants under this Agreement.  Purchaser further acknowledges and agrees that the provisions of Schedule 2.03 and the right of Purchaser to retain the Holdback Amount under certain circumstances thereunder shall constitute the exclusive remedy with respect to any Losses of Purchaser Indemnitees arising or resulting from the matters described in Schedule 2.03 and/or Schedule 1.04(a)(v) and that Purchaser shall not be entitled to indemnification with respect to any such Losses under this Article IX or otherwise under this Agreement (it being understood that if Purchaser is entitled to retain a portion of the Holdback Amount pursuant to Section 2.03, such amount shall not be considered for purposes of the limitation set forth in Section 9.04(a)(iii)).

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SECTION 9.05.  Calculation of Indemnity Payments.  The amount of any Loss for which indemnification is provided under this Article IX shall be net of any amounts recovered or recoverable by the Indemnified Party under insurance policies with respect to such Loss and shall be (a) increased to take account of any net Tax cost actually incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (b) reduced to take account of any Tax benefit actually recognized by the Indemnified Party from the incurrence or payment of any indemnification amount.  In computing the amount of any such Tax cost or Tax benefit, only the current Tax deduction actually recognized by the Indemnified Party in the taxable year of the indemnification payment shall be taken into account and only after the Indemnified Party has recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified amount; provided, however, that the Loss shall not be reduced by utilization of any tax attribute of the Indemnified Party (e.g., loss carryover) or from a deduction, loss or credit of the Indemnified Party otherwise resulting from its operations.

SECTION 9.06.  Tax Treatment of Indemnification.  For all Tax purposes, Purchaser and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the Purchase Price unless a final determination (which shall include the execution of an IRS Form 870 or Form 870-AD or successor form) provides otherwise.

SECTION 9.07.  Survival.  The representations, warranties, covenants and agreements of the parties contained in this Agreement shall survive the Closing, regardless of any investigation made by or on behalf of any party hereto, for a period of twelve months after the Closing Date; provided, however, that (a) the covenants and agreements contained in this Agreement that, by their terms, are to have effect after the Closing shall survive for the period specified for such covenant or agreement, or if no period is specified, until expiration of the applicable statute of limitations, (b) the representations and warranties set forth in Section 3.10 and Section 3.14 shall survive for the applicable statute of limitations for such matters, and (c) matters involving fraud shall survive for a period equal to the statute of limitations for such matters.

ARTICLE X

Tax Matters

SECTION 10.01.                Tax Matters.

(a)               Purchase Price Allocations.  For a period of 90 days following the Closing, Seller and Purchaser shall attempt to agree on the allocation of the aggregate purchase price among the various classes of the assets purchased pursuant hereto (as such classes are defined for purposes of Section 1060 of the Code and the Treasury Regulations thereunder); provided, however, if the parties cannot agree on a mutually satisfactory allocation within such 90 day period, a mutually selected independent accounting firm shall, at Seller’s and Purchaser’s joint expense, determine the appropriate allocation, which determination shall be binding on the parties.  The parties shall attempt to cause such independent accounting firm to complete such determination within 90 days following the Closing Date.  No later than 30 days prior to the filing thereof, Seller and Purchaser each shall deliver to the other party a copy of Internal Revenue Service Form 8594 (including, with respect to any portions of the purchase price paid by Purchaser and received by Seller in taxable years following the year in which the Closing occurs, any supplemental asset acquisition statement on Form 8594 as described in Treasury Regulations Section 1.1060-1(e)(1)(ii)(B)) and any required exhibits thereto, setting forth the allocation as agreed to by Seller and Purchaser or determined by such independent accounting firm (the

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“Allocation”).  Seller and Purchaser shall (i) be bound by the Allocation for all Tax purposes; (ii) prepare and file all Tax Returns (including amended Tax Returns, claims for Tax refunds and supplemental asset acquisition statements described in the preceding sentence) and information reports in a manner consistent with the Allocation; and (iii) take no position inconsistent with the Allocation in any Tax Return, any proceeding before any Taxing Authority or otherwise unless required pursuant to a “determination” within the meaning of Section 1313 of the Code.

(b)               Without affecting the adjustment provided for in Section 2.04 with respect to Taxes described in this Section 10.01(b), all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a Straddle Period (collectively, the “Apportioned Taxes”) shall be apportioned between Seller and Purchaser as of the Closing Date based on the number of days of such Straddle Period ending on the Closing Date (with respect to any such Straddle Period, the “Pre-Closing Tax Period”) and the number of days of such Straddle Period after the Closing Date (with respect to any such Straddle Period, the “Post-Closing Tax Period”).  Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period.  If either party makes payment for an Apportioned Tax for which the other party is liable under this Section 10.1(b), such party may obtain reimbursement from the liable party by presenting a statement to the liable party setting forth the amount of reimbursement to which it is entitled under this Section 10.1(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount.  The proration amount shall be paid by the party owing it to the other within twenty (20) days after delivery of such statement.  Seller shall file all Tax Returns for all real property Taxes, personal property and similar ad valorem obligations levied with respect to the Transferred Assets required to be filed with respect to all taxable periods ending on or before the Closing Date, and shall pay all such Taxes when due.  Purchaser shall file all Tax Returns for all real property Taxes, personal property and similar ad valorem obligations levied with respect to the Transferred Assets with respect to all Straddle Periods and all taxable periods beginning after the Closing Date.  For purposes hereof, “Straddle Period” means a taxable period which includes, but does not end on, the Closing Date.

(c)           Transfer Taxes.

(i)            Seller and Purchaser shall cooperate in timely making all filings, returns, reports and forms as may be required in connection with Purchaser’s payment of Transfer Taxes.  Seller and Purchaser, as appropriate and reasonably requested, shall execute and deliver all instruments and certificates necessary to enable the other to comply with any filing requirements relating to any such Transfer Taxes.

(ii)           Purchaser and Seller shall equally pay all Transfer Taxes due as a result of the transfer of the Transferred Assets pursuant to this Agreement.

(d)           Purchaser shall not file any amended Tax Returns or agree to any adjustments arising from any audit or other proceeding (including any audit of Purchaser’s Tax Returns for the taxable period that includes the purchase of the Transferred Assets) that would have the effect of increasing the Taxes of Seller or any of its affiliates without the consent of Seller, which consent shall not be unreasonably withheld.

(e)           Purchaser and Seller agree to retain all records relating to the finances and Taxes of the Transferred Assets or the Business for all taxable periods ending on or prior to the Closing Date until the expiration of the statutes of limitation (including any extensions thereof) for the taxable

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period or periods to which such records relate.  Purchaser and Seller agree to provide each other with such information and assistance as is reasonably necessary, including access to records and personnel, for the preparation of any Tax Returns or for the defense of any Tax claim or assessment, whether in connection with an audit or otherwise; provided, however, that such access and assistance do not unreasonably disrupt the normal operations of Purchaser, in the case of access and assistance given to Seller, or of Seller, in the case of access and assistance given to Purchaser.

(f)                Each Seller Party shall furnish to Purchaser on or prior to the Closing Date a certificate of its non-foreign status complying with the provisions of Treasury Regulations Section 1.1445-2(b).

ARTICLE XI

Non-Solicitation; Non-Competition

SECTION 11.01.                Covenant Not To Solicit for Employment.  For a period of forty two months from and after the Closing Date, (a) Seller shall not, and shall cause each of its subsidiaries not to, (i) solicit or accept for employment any Business Employee or Transferred Employee, nor (ii) encourage any Business Employee or Transferred Employee to leave the employment of Purchaser; provided, however, that the foregoing provisions shall not apply to a general advertisement or solicitation program that is not specifically targeted at such persons or to the solicitation or employment of any Business Employee that has been terminated by Purchaser; and (b) Purchaser shall not, and shall cause each of its subsidiaries not to, (i) solicit for employment any employee of Seller or its subsidiaries, or (ii) encourage any employee of Seller or its subsidiaries to leave the employment of Seller or such subsidiary; provided, however, that the foregoing provisions shall not apply to a general advertisement or solicitation program that is not specifically targeted at such persons or the solicitation or employment of any employee of the Seller or any subsidiary thereof that has been terminated by Seller or such subsidiary.

SECTION 11.02.                Seller’s Covenant Not To Compete.  Except as provided in Section 11.03, for a period of 42 months from and after the Closing Date, Seller shall not, and shall cause each of its subsidiaries not to, (a) engage in, directly or indirectly, or (b) acquire all or any part of any business or any person (whether through the acquisition of assets, securities or other ownership interests, the effecting of a merger, consolidation, share exchange, business combination, reorganization or recapitalization or other similar transaction) that is engaged in, the creation, design, development, production, assembly, manufacture, lease (to third parties), license (to third parties) or sale of any telepathology, virtual microscopy or automated imaging instruments (including Sellers’ ACIS® systems), or any similar image analysis instruments, (the “Competitive Activities”) within the Geographical Area; provided, however, that (i) Seller and its subsidiaries may own as an investment, directly or indirectly, securities of any corporation or other entity engaged in the Competitive Activities if Seller and its subsidiaries do not, directly or indirectly, beneficially own in the aggregate more than 2% of the outstanding shares of, or otherwise control, such entity and (ii) Seller and its subsidiaries may acquire any corporation or other entity or business engaged in Competitive Activities within the Geographic Area if such Competitive Activities are ancillary, incidental and not material to the entity or business being acquired.  For purposes of this Agreement, “Geographical Area” shall mean the United States, Canada, Europe, Australia, New Zealand, Japan, the People’s Republic of China, Morocco, Egypt, Libya, Bahrain, Kuwait, Jordan, Syria, Oman, Yemen, Qatar, Iran, Sudan, Kingdom Saudi Arabia, UAE and all other geographical regions in which Dako sells it products.

SECTION 11.03.                Permitted Activities of Seller.  Notwithstanding anything in Section 11.02 to the contrary, Seller and its subsidiaries shall not be prevented from engaging in,

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conducting, having an ownership interest in or acquiring businesses or assets ancillary to Seller’s diagnostic laboratory services business and businesses ancillary thereto.  Without limiting the generality of the foregoing, Seller shall not be prevented from (i) continuing to perform telepathology, virtual microscopy and image analysis services, (ii) acquiring, third party leasing, third party licensing and utilizing telepathology, virtual microscopy and image analysis equipment and software (including ACIS systems retained by Seller that are identified as Excluded Assets and image analysis systems that Seller may acquire from Purchaser or other third parties in the future), (iii) developing and exploiting medical image analysis applications, and (iv) modifying, creating or developing telepathology, virtual microscopy and/or image analysis systems for Seller’s own use and for delivering results to its customers (e.g. current and future customers of Seller may continue to use Seller’s telepathology receiving programs and install software distributed by Seller on their systems).

ARTICLE XII

Additional Agreements

SECTION 12.01.                Publicity.  The parties shall provide each other an opportunity to review and comment on any public announcement with respect to the transactions contemplated by this Agreement, it being understood that nothing in this Section 12.01 shall restrict a party from making announcements or disclosures which may be required by law or the rules or regulations of any United States or foreign securities exchange.

SECTION 12.02.                No Use of Certain Names.  Purchaser shall, and shall cause the Business, promptly, and in any event (a) within 180 days after the Closing, to revise print advertising, product labeling and all other information or other materials, including any internet or other electronic communications vehicles, to delete all references to the Names and (b) within 90 days after the Closing, to change signage and stationery and otherwise discontinue use of the Names; provided, however, that for a period of 180 days after the Closing Date the Business may continue to distribute product literature that uses any Names and distribute products with labeling that uses any Names to the extent that such product literature and labeling exists on the Closing Date.  In no event shall Purchaser or the Business use any Names after the Closing in any manner or for any purpose different from the use of such Names by Seller Parties during the 90-day period preceding the Closing.  Notwithstanding the foregoing, with respect to the Seller Parties Transferred Inventory, Purchaser may continue to sell such Seller Parties Transferred Inventory, notwithstanding that it bears one or more of the Names, for a reasonable time after the Closing (not to exceed 360 days).  “Names” means “Clarient” and “CLRT” any variations and derivatives thereof and any other logos or trademarks of Seller or its affiliates not included in Schedule 3.07.

SECTION 12.03.                Post-Closing Information.  Following the Closing, upon reasonable written notice, Purchaser and Seller agree that they will each cooperate with and make available to each other and shall afford or cause to be afforded to the other party and its affiliates reasonable access to the personnel, properties, books, contracts, agreements, commitments and records relating to the Business to the extent reasonably requested for purposes of insurance matters, litigation, Tax matters, financial reporting and other similar reasonable business purposes.

SECTION 12.04.                Records.  Purchaser recognizes that certain records may contain information relating to subsidiaries, divisions or businesses of Seller other than the Business and that Seller may retain copies thereof; provided that Seller maintain any such copies in accordance with the restrictions of Section 5.03(a) hereof.

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SECTION 12.05.                Bulk Transfer Laws.  Purchaser hereby waives compliance by Seller with the provisions of any so-called “bulk transfer laws” of any jurisdiction in connection with the sale of the Transferred Assets to Purchaser.

SECTION 12.06.                Refunds and Remittances.  After the Closing, if Seller or any of its affiliates receive any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 13.04.  After the Closing, if Purchaser or any of its affiliates receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its affiliates in accordance with the terms of this Agreement, Purchaser promptly shall remit or shall cause to be remitted, such amount to Seller at the address set forth in Section 13.04.  After the Closing, if Purchaser or any of its affiliates receive any refund or other amount which is related to claims (including workers’ compensation), litigation, insurance or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 13.04.  After the Closing, if Seller or any of its affiliates receive any refund or other amount which is related to claims (including worker’s compensation), litigation, insurance or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or cause to be remitted, such amount to Purchaser at the address set forth in Section 13.04.

SECTION 12.07.                Collection of Receivables.  Purchaser will use commercially reasonable efforts to cooperate with Seller in collecting all accounts receivable of the Business that accrued on or prior to the Effective Date (and Seller shall be entitled to the proceeds of all such accounts receivable).  Seller retains the right to contact any third parties with accounts receivable balances as of the end of the day on the Effective Date and to undertake any actions relating to collection, including referral to collection agencies, litigation or otherwise.  Any amounts recovered by Purchaser from a third party that has an accounts receivable balance with Seller shall be applied (i) first, to any outstanding accounts receivable balance invoiced by Seller with an invoice date that is on the Closing Date or is less than 121 days prior to the Closing Date (notwithstanding any contrary invoice number specified in the remittance); (ii) second, to any invoice number that is specified in the remittance; (iii) third (i.e., if no invoice number is specified in the remittance), to any accounts receivable balance invoiced by Purchaser after the Closing Date; and (iv) fourth, to any accounts receivable balance invoiced by Seller 121 days or more prior to the Closing Date.

SECTION 12.08.                Sale of Units by Purchaser to Seller.  Seller and Purchaser agree that following the Closing, Seller shall have the right to purchase from Purchaser any ACIS instruments and other products of the Business (and any product line extensions) for a per unit price equal to Purchaser’s standard manufacturing cost of such equipment (excluding corporate overhead) plus 20%.  Notwithstanding the foregoing, for the first twelve (12) months following the Closing, Purchaser agrees that Seller shall have the right to purchaser from Purchaser up to a total of fourteen (14) ACIS instruments for a per unit price equal to Purchaser’s standard manufacturing cost of such equipment (excluding corporate overhead) plus 7%.

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ARTICLE XIII

Miscellaneous

SECTION 13.01.                Assignment.  Neither this Agreement nor any of the rights and obligations of the parties hereunder may be assigned by any party hereto without the prior written consent of the other party hereto; provided, however, that each of Purchaser and Seller may assign this Agreement and the Ancillary Agreements contemplated hereby  to any of its affiliates or to any third party in connection with the sale of all or substantially all of the stock or assets of Purchaser or Seller (as applicable) or the merger or consolidation of Purchaser or Seller with or into another person or the sale by Purchaser or Seller of any business, division or product line.  Notwithstanding any assignment in compliance with the previous sentence, each of Seller and Purchaser shall remain liable for all of their respective obligations under this Agreement.  Subject to the first sentence of this Section 13.01, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and no other person shall have any right, obligation or benefit hereunder.  Any attempted assignment or transfer in violation of this Section 13.01 shall be void.

SECTION 13.02.                No Third-Party Beneficiaries.  Except as provided in Article IX, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder.

SECTION 13.03.                Expenses.  Whether or not the transactions contemplated by this Agreement are consummated, except as otherwise expressly provided herein each of the parties hereto shall be responsible for the payment of its own respective costs and expenses incurred in connection with the negotiations leading up to and the performance of its respective obligations pursuant to this Agreement and the Ancillary Agreements including the fees of any attorneys, accountants, brokers or advisors employed or retained by or on behalf of such party.

SECTION 13.04.                Notices.  All notices, requests, permissions, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) five business days following sending by registered or certified mail, postage prepaid, (b) when sent, if sent by facsimile; provided that the facsimile transmission is promptly confirmed by telephone, (c) when delivered, if delivered personally to the intended recipient and (d) one business day following sending by overnight delivery via a national courier service and, in each case, addressed to a party at the following address for such party:

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or to such other address(es) as shall be furnished in writing by any such party to each of the other parties hereto in accordance with the provisions of this Section 13.04.

SECTION 13.05.                Headings; Certain Definitions.

(a)           The descriptive headings of the several Articles and Sections of this Agreement and the Disclosure Schedule to this Agreement and the Table of Contents to this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.  All references herein to “Articles”, “Sections”, “Exhibits” or “Schedules” shall be deemed to be references to Articles or Sections hereof or Exhibits or Schedules hereto unless otherwise indicated.

(b)               For all purposes hereof:

“affiliate” of any party means any person or entity controlling, controlled by or under common control with such party.

“Ancillary Agreement” means the License Agreement, the Transition Services Agreement and the Sublease.

“business day” shall refer to a day, other than a Saturday or a Sunday, on which commercial banks are not required or authorized to close in California.

“Business” means Seller’s business of developing, manufacturing, and selling telepathology, virtual microscopy and/or automated imaging instruments (including Seller’s ACIS® systems).

“Business Material Adverse Effect” means any change, event, effect or condition that, individually or together with any other change, event, effect or condition, results in a material adverse

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effect on the (i) assets, liabilities, properties, business, prospects, financial condition or operations of the Business or (ii) ability of Seller to consummate timely the Acquisition.  For purposes of this Agreement, “Business Material Adverse Effect” shall exclude any effects to the extent caused by (A) changes in the United States or foreign economies in general and not impacting the Business in any manner materially disproportionate to other businesses similar situated, or (B) the execution or announcement of this Agreement (including the identity of Purchaser) or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby.

“Dako” means Dako A/S.

“Dako Agreement” means the Amended and Restated Distribution and Development Agreement dated March 5, 2007 between Seller and Dako Denmark A/S.

“Effective Date” means March 1, 2007.

“including” means including, without limitation.

“knowledge of Seller” means the actual knowledge of any of Ronald Andrews, James Agnello, Jose de la Torre-Bueno, Karen Yamamoto or Jack Zeinah.

“License Agreement” means the License Agreement in the form attached hereto as Exhibit 13.05(b)(1) pursuant to which Purchaser will license to Seller certain intellectual property of Purchaser acquired by it pursuant to this Agreement.

“Med One Agreement” means, collectively, (i) the Assignment Agreement and Bill of Sale, dated as of March 1, 2006, by and between Seller and Med One Capital, Inc., and (ii) the Assignment Agreement and Bill of Sale, dated as of August 31, 2006, by and between Seller and Med One Capital, Inc.

“person” means any individual, firm, corporation, partnership, limited liability company, trust, estate, joint venture, Governmental Entity, association, organization or other entity.

“Seller Parties Transferred Inventory” means the Transferred Inventory as well as any raw materials, work-in-process, finished goods, supplies, parts and other inventories owned by CLRT.

“Seller Party” means either Seller or CLRT, and “Seller Parties” means Seller and CLRT collectively.

“Sublease” means the sublease substantially in the form attached hereto as Exhibit 13.05(b)(2).

“subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body, or, if there are no such voting interests, 50% or more of the equity interests of which is owned directly or indirectly by such first person or by another subsidiary of such first person.

“Transition Services Agreement” means the transition services agreement substantially in the form attached hereto as Exhibit 13.05(b)(3).

“Trestle Holdings” means Trestle Holdings Inc., a Delaware corporation.

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SECTION 13.06.                Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered, in person or by telecopier, receipt acknowledged, to the other parties hereto.

SECTION 13.07.                Integrated Contract; Exhibits and Schedules.  This Agreement, including the Schedules (and the Introduction thereto) and Exhibits hereto, any written amendments to the foregoing satisfying the requirements of Section 13.13 hereof, the Confidentiality Agreement and the Ancillary Agreements, including the schedules and exhibits thereto, constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede any previous agreements and understandings between the parties with respect to such matters.  All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.  Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.  There are no restrictions, promises, representations, warranties, agreements or undertakings of any party hereto with respect to the transactions contemplated by this Agreement, the Confidentiality Agreement or the Ancillary Agreements other than those set forth herein or therein or in any other document required to be executed and delivered hereunder or thereunder.  In the event of any conflict between the provisions of this Agreement (including the Schedules (and the Introduction thereto) and Exhibits hereto), on the one hand, and the provisions of the Confidentiality Agreement or the Ancillary Agreements (including the schedules and exhibits thereto), on the other hand, the provisions of this Agreement shall control.

SECTION 13.08.                Severability; Enforcement.  The invalidity of any portion hereof shall not affect the validity, force or effect of the remaining portions hereof.  If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each party hereto agrees that a court of competent jurisdiction may enforce such restriction to the maximum extent permitted by law, and each party hereto hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

SECTION 13.09.                Governing Law.  This Agreement and any disputes arising under or related thereto (whether for breach of contract, tortious conduct or otherwise) shall be governed and construed in accordance with the laws of the State of New York, without reference to its conflicts of law principles.

SECTION 13.10.                Jurisdiction.  Each party irrevocably agrees that any legal action, suit or proceeding against them arising out of or in connection with this Agreement or the transactions contemplated hereby or disputes relating hereto (whether for breach of contract, tortious conduct or otherwise) shall be brought exclusively in the United States District Court for the Southern District of New York, or, if such court does not have subject matter jurisdiction, the state courts of New York located in New York, New York and hereby irrevocably accepts and submits to the exclusive jurisdiction and venue of the aforesaid courts in personam, with respect to any such action, suit or proceeding.

SECTION 13.11.                Service of Process.  Each of the parties agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters for which it has submitted to jurisdiction pursuant to Section 13.10.

SECTION 13.12.                Waiver of Jury Trial.  Each party hereto hereby waives to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions

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contemplated hereby or disputes relating hereto.  Each party hereto (a) certifies that no representative, agent or attorney of any other party hereto has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 13.12.

SECTION 13.13.                Amendments.  This Agreement may be amended, modified, superseded or canceled and any of the terms, covenants, representations, warranties or conditions hereof may be waived only by an instrument in writing signed by Purchaser and Seller or, in the case of a waiver, by or on behalf of the party waiving compliance.

SECTION 13.14.                Other Remedies; Specific Performance.

(a)               Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy.  The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.

(b)               It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity, and each party hereby waives any requirement to post a bond in connection with any such proceeding.

SECTION 13.15.                Guarantee.  Parent hereby unconditionally and irrevocably guarantees by way of independent obligation to Seller all of Purchaser’s performance and payment obligations under this Agreement, and Parent will cause Purchaser to perform all of such obligations under this Agreement and to pay the Closing Consideration and all other payments required to be made by Purchaser under this Agreement.  This Section 13.15 constitutes a guaranty of payment and performance and not of collection only.  The guaranty contemplated by this Section 13.15 shall continue to be effective, or be reinstated, as the case may be, if at any time any payment to Seller or any part thereof is rescinded or must otherwise be restored or returned by Seller upon any insolvency, bankruptcy, dissolution, liquidation, reorganization or other event, in each case as though such payments had not been made.  Parent hereby waives (i) any and all defenses available to a guarantor, and (ii) any notices, including, without limitation, any notice of any amendment of this Agreement or waiver or other similar action granted pursuant to this Agreement; provided that nothing in this Section 13.15 shall be deemed to constitute a waiver of, or prevent Parent from asserting, any valid defense that may be asserted by Purchaser under this Agreement.

(Signature Page Follows)

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