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

(mmm)       “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

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

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

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

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

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SECTION 2.  FINANCING CLOSING; TRANSACTION DOCUMENTS

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

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

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

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

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

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

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

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

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

SECTION 3.  REPRESENTATIONS AND WARRANTIES.

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

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

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

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

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(d)   No Conflicts.

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

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

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

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

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(g)   Capitalization; Voting Rights.

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

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

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

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

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

(h)   Agreements; Liabilities.

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

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

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

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

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

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

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

(l)    Intellectual Property.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(o)   Tax Matters.

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

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

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

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

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

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

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

(p)   Employees.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(q)   Compliance with Laws; Licenses.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(w)   Leased Real Property.

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

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

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

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

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

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(x)   Contracts.

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

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

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

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

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

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

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

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

(dd)         Regulatory Filings.  Ibis and Isis have made available for inspection by AMI all material registrations, filings or submissions made with any Regulatory Authority or the SEC, and reports of audits ever issued by any Governmental Authority made by or with respect to Ibis or the Business.  Ibis or Isis has timely filed, or caused to be timely filed, all material reports, statements, documents, registrations, filings or submissions required to be filed by Ibis or the Business with any Governmental Authority in connection with the operation of Ibis or the Business.  All such registrations, filings and submissions are in material compliance in all respects with all Laws when filed or as amended or supplemented, and no deficiencies have been asserted by any such Governmental Authority with respect to such registrations, filings or submissions.

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(ee)         Disclosure.  None of the Investment Documents, nor any of the Schedules delivered in connection herewith or therewith, contains any untrue statement of a material fact or omits a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading.  To Isis’ or Ibis’ Knowledge, there is no event, circumstance or other fact which Isis or Ibis has not disclosed to AMI in writing which has had or would reasonably be expected to have a Material Adverse Effect.

3.2  Representations and Warranties of AMI.  AMI hereby represents and warrants to Ibis and Isis as follows (provided that such representations and warranties do not lessen or obviate the representations and warranties of Ibis and Isis set forth in this Master Agreement):

(a)   Power and Authority.  AMI has the power, authority and the legal right to enter into this Master Agreement, the Call Option Agreement and the Investor Rights Agreement and to perform its obligations hereunder and thereunder, and it has taken all necessary action required to authorize the execution and delivery of each such agreement and the performance of its obligations hereunder and thereunder.

(b)   Enforceability. Each of this Master Agreement, the Call Option Agreement and the Investor Rights Agreement has been duly executed and delivered on behalf of AMI and constitutes its legal, valid and binding obligation and is enforceable against it in accordance with its terms subject to the effects of bankruptcy, insolvency or other Laws of general application affecting the enforcement of creditor rights.

(c)   Governmental Authority; Consents.  All necessary consents, approvals and authorizations of all Governmental Authorities and other parties required to be obtained by AMI in connection with the execution and delivery of this Master Agreement, the Call Option Agreement and the Investor Rights Agreement and the performance of its obligations hereunder and thereunder have been obtained.

(d)   No Conflicts.  The execution and delivery of this Master Agreement, the Call Option Agreement and the Investor Rights Agreement by AMI and the performance of its obligations hereunder and thereunder (i) do not conflict with or violate any requirement of Applicable Law or any provision of its certificate of incorporation or bylaws and (ii) do not require any notice, conflict with, violate, or breach or constitute a default or require any consent not already obtained or give rise to any termination or acceleration right under, any contractual obligation by which such Party is bound.

(e)   Due Organization; Qualification.  AMI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to enter into this Master Agreement, the Call Option Agreement and the Investor Rights Agreement and to perform its obligations hereunder and thereunder.

(f)    Investment Representations.  AMI understands that the Shares have not been registered under the Securities Act.  AMI also understands that the Shares are being

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offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon AMI’s representations contained in this Master Agreement.  AMI hereby represents and warrants as follows:

(i)            AMI Bears Economic Risk.  AMI may be required to bear the economic risk of its investment in the Shares indefinitely unless the Shares are registered pursuant to the Securities Act, or an exemption from registration is available.  AMI understands that Ibis has no present intention of registering the Shares or any shares of its Capital Stock.  AMI also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow AMI to Transfer all or any portion of the Shares under the circumstances, in the amounts or at the times AMI might propose.

(ii)           Acquisition for Own Account.  AMI is acquiring the Shares for AMI’s own account for investment only, and not with a view towards their distribution.

(iii)         Accredited Investor.  AMI represents that it is an accredited investor within the meaning of Regulation D under the Securities Act.

(iv)          Ibis Information.  Ibis and Isis have given AMI an opportunity to discuss Ibis’ business, management and financial affairs with directors, officers and management of Ibis and AMI has had an opportunity to review Ibis’ operations and facilities.

(v)            Rule 144.  AMI acknowledges and agrees that the Shares are “restricted securities” as defined in Rule 144 promulgated under the Securities Act as in effect from time to time and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available.  AMI has been advised or is aware of the provisions of Rule 144, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about Ibis, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations.

(g)   Transfer Restrictions.  AMI acknowledges and agrees that the Shares are subject to restrictions on Transfer as set forth in the Investor Rights Agreement.

(h)   Legends.  AMI understands and agrees that the certificates evidencing the Shares, or any other Capital Stock issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, will bear the legends required by the Investor Rights Agreement, including legends relating to restrictions on Transfer under federal and state securities Laws and legends required under applicable state securities Laws.

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SECTION 4. [RESERVED.]

SECTION 5. CONFIDENTIALITY; NOTICE OF DEVELOPMENTS.

5.1  Disclosure and Use Restriction.  Each Party agrees that for a period of three (3) years after the date hereof, a Party (the “Receiving Party”) receiving or that has received Confidential Information of the other Party (the “Disclosing Party”) will (a) maintain and cause its Representatives to maintain in confidence such Confidential Information using not less than the efforts such Receiving Party uses to maintain in confidence other proprietary information of similar kind and value, (b) not disclose such Confidential Information except to the Receiving Party’s employees or Affiliates having a need-to-know such Confidential Information solely for purposes of performing the Receiving Party’s obligations under the Investment Documents, (c) not disclose such Confidential Information to any Person without the prior written consent of the Disclosing Party, except for disclosures expressly permitted by the Investment Documents, and (d) not use such Confidential Information for any purpose except those expressly permitted by the Investment Documents.  Notwithstanding the foregoing, the provisions of this Section 5.1, Section 5.2 and Section 5.3 shall terminate and be of no further force or effect from and after the Acquisition Closing.  The Letter Agreement by and between Isis and Abbott, dated as of November 8, 2007 shall terminate and be of no further force and effect upon the Financing Closing; provided that any Confidential Information of any Party disclosed prior to the Financing Closing shall be governed by the terms hereof.  Upon AMI’s request Isis will return or destroy (and certify to AMI any such destruction) all Confidential Information of AMI or its Affiliates and upon Isis’ request, AMI will return or destroy (and certify to Isis any such destruction) all Confidential Information of Isis that is not Confidential Information of Ibis; provided, that AMI may retain one (1) copy of Isis’ Confidential Information in Abbott’s confidential files.  In addition, after the expiration of the Call Period, upon Isis’ or Ibis’ written request, AMI will return or destroy (and certify to Isis and Ibis any such return or destruction) all Confidential Information of Ibis; provided, that AMI may retain one (1) copy of Ibis’ Confidential Information in Abbott’s confidential files.

5.2  Authorized Disclosure.  To the extent (and only to the extent) that it is reasonably necessary, a Party may disclose Confidential Information belonging to the other Party in the following instances:

(a)   defending litigation related to the Confidential Information to be disclosed;

(b)   complying with Applicable Laws (including, without limitation, the rules and regulations of the SEC or any national securities exchange, and compliance with Tax Laws) and with judicial process; and

(c)   disclosure, in connection with the performance of the Investment Documents and solely on a need-to-know basis, to employees or independent contractors (including without limitation consultants and clinical investigators), each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in Section 5.1, this Section 5.2 and Section 5.3; provided, that the Receiving Party will remain responsible for any failure by any Person who receives Confidential

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Information pursuant to this Section 5.2 to treat such Confidential Information as required under Section 5.1, this Section 5.2 and Section 5.3.

5.3  Effect of Authorized Disclosure.  If and whenever any Confidential Information is disclosed in accordance with Section 5.2, such disclosure will not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (other than by breach of this Master Agreement).  Except as prohibited by Law, the Receiving Party will notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to clauses (a) or (b) of Section 5.2 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action the Disclosing Party may deem appropriate to protect the confidentiality of the information.  In addition, in the event any Party proposes to file with any Governmental Authority a Transaction Document including, without limitation, as an exhibit to a registration statement, periodic report, or current report, the Party proposing to make such filing will notify the other Parties of such intention and will work in good faith with the other Parties to obtain confidential treatment of any material terms of the Transaction Documents that such other Parties request be kept confidential (except to the extent advised by counsel or such Governmental Authority that confidential treatment is not available for such information).

5.4  Terms of Agreement.  The existence and the terms and conditions of the Transaction Documents that the Parties have not specifically agreed to disclose pursuant to Section 5.2 or Section 5.7 will be considered Confidential Information of both Parties.  AMI and, subject to the terms of Section 5.5, Isis may disclose such terms to a bona fide potential investor, investment banker, acquirer, merger partner or other potential business partner of AMI or Isis, respectively, and their attorneys and agents, provided that each such Person to whom such information is to be disclosed is informed of the confidential nature of such information and has entered into a written agreement with the Party requiring such Person to keep such information confidential.

5.5  Exclusivity.  During the Call Period or, if AMI exercises the Call Option, until the Acquisition Closing, neither Isis nor Ibis nor any of their respective Affiliates shall (and each shall (i) cause its Representatives and (ii) instruct its investment bankers, attorneys and accountants not to), directly or indirectly, encourage, solicit, approve or recommend or participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than AMI and its Representatives) concerning any Purchase Offer.

Isis shall promptly, but in any event within [***] [***], notify AMI of the existence of any [***] received by Ibis or Isis or their respective Representatives regarding any [***] and Ibis and Isis shall promptly, but in any event within [***], communicate to AMI the [***] which they may receive (and will immediately provide to AMI [***].  Ibis and Isis shall promptly provide to AMI any non-public information provided to any other Person by or on behalf of Ibis or Isis in connection with [***].

5.6  Injunctive Relief.  The Parties hereto understand and agree that remedies at Law may be inadequate to protect against any breach of any of the provisions of this Section 5 by either Party or their employees, agents, officers or directors or any other person acting in concert with it or on its behalf.  Accordingly, each Party may be entitled to seek injunctive relief by a court of competent jurisdiction against any action that constitutes any such breach of this Section 5.

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5.7  Press Release; Public Disclosure. Upon execution of this Master Agreement, Isis will issue the mutually agreed upon press release, attached hereto as Exhibit E, announcing the consummation of the transactions contemplated hereby.  Each Party agrees not to issue any other press release or other public statement relating to or make any public filing with respect to the Transaction Documents or the transactions contemplated hereby without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed.  Each Party agrees to provide to the other Party a copy of any public announcement or public filing regarding the Transaction Documents or the subject matter thereof as far in advance as practicable under the circumstances prior to its scheduled release.  Except under extraordinary circumstances, each Party will provide the other with an advance copy of any such announcement at least [***] prior to its scheduled release.  The contents of any announcement or filing or similar publicity which has been reviewed, approved and released by the reviewing Party may be re-released by either Party without a requirement for advance notice or re-approval.

5.8  Notice of Developments.  During the Call Period, Isis shall promptly (once Isis or Ibis obtains Knowledge thereof), but in any event within [***] of such Knowledge, inform AMI in writing of:

(i)            any Material Adverse Effect;

(ii)           any material inaccuracy in or breach of any representation or warranty of Ibis or Isis made herein which Isis or Ibis acquire Knowledge of after the date hereof.

No such disclosure by Ibis or Isis pursuant to this Section 5.8, however, shall be deemed to limit or otherwise affect the liability of Ibis and Isis under Section 7.2(a).

SECTION 6. [RESERVED.]

SECTION 7. ADDITIONAL AGREEMENTS.

7.1  Survival.  Except as expressly provided otherwise herein, the covenants in this Master Agreement shall survive the Financing Closing indefinitely. The representations and warranties in this Master Agreement shall survive the Financing Closing as follows:

(a)   the Fundamental Isis Representations and Fundamental AMI Representations shall terminate on [***];

(b)   the representations and warranties in Section 3.1(l) (Intellectual Property) shall terminate on the earlier of (i) the [***]-year anniversary of the Closing Date and (ii) the Acquisition Closing; and

(c)   all other representations and warranties in this Master Agreement shall terminate on the earlier of (i) the [***]-year anniversary of the Closing Date and (ii) the Acquisition Closing.

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Notwithstanding the foregoing, claims for indemnification pursuant to Section 7.2 as to which the Indemnified Party has given the Indemnifying Party proper notice pursuant to Section 8.8 prior to the expiration of the applicable survival period shall survive such expiration until such claims are resolved by written agreement of the Parties or by order of a court of competent jurisdiction.

7.2  Indemnification.

(a)   Ibis and Isis shall jointly and severally indemnify, defend and hold harmless AMI, its officers, directors, shareholders, employees, representatives, agents and Affiliates (collectively, the “AMI Group”) against any Losses which any of them may suffer, sustain, or become subject to, as a result of:

(i)            the breach of any representation or warranty made by Ibis or Isis in the Investment Documents or in any certificate delivered by Isis or Ibis pursuant hereto or thereto; and

(ii)           the breach of any covenant or agreement made by Ibis or Isis in the Investment Documents or in any certificate delivered by Isis or Ibis pursuant hereto or thereto.

(b)   AMI shall indemnify, defend and hold harmless Ibis and Isis, their respective officers, directors, shareholders, employees and Affiliates (the “Seller Group”) against any Losses which any of them may suffer, sustain or become subject to, as the result of:

(iii)         the breach of any representation or warranty made by AMI in the Investment Documents or in any certificate delivered by AMI pursuant hereto or thereto; and

(iv)          the breach of any covenant or agreement made by AMI in the Investment Documents or in any certificate delivered by AMI pursuant hereto or thereto.

(c)   If any third party shall notify any Party to this Master Agreement (the “Indemnified Party”) of any matter which may give rise to a claim (a “Third Party Claim”) for indemnification against any other Party to this Master Agreement (the “Indemnifying Party”) under this Section 7.2, then the Indemnified Party shall notify the Indemnifying Party thereof; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have actually materially prejudiced the Indemnifying Party.  Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party shall defend against the matter in any manner it reasonably may deem appropriate.  Notwithstanding anything herein to the contrary, the Indemnifying Party shall not have the right to participate in such defense if the claim in which the Indemnifying Party seeks to participate (i) seeks non-monetary relief that does not seek to obtain a license or other access to, restrict the scope of, or adversely affect the enforceability of, any Business IP or Intellectual Property controlled by the Indemnifying Party, (ii) involves criminal allegations against an Indemnified Party or (iii) is one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses

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available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party.  The Indemnifying Party may, at its sole cost and expense, participate in the defense of such Claim with co-counsel of its choice.  The Indemnified Party will not consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter without the Indemnifying Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

(d)   None of the AMI Group or the Seller Group shall be entitled to recover any Losses relating to any matter arising under one provision of this Master Agreement to the extent that any such Person has already recovered Losses with respect to such matter pursuant to other provisions of this Master Agreement or the Acquisition Agreement.

(e)   In determining the amount of any Loss arising from the breach of any representation, warranty, covenant or agreement hereunder, any materiality, Material Adverse Effect, or similar qualification contained therein shall be disregarded.

(f)    Indemnification for each Loss for which an Indemnifying Party, but for this Section 7.2(f), would be liable under Section 7.2(a) or Section 7.2(b) shall be reduced by the amount of any insurance proceeds actually paid to any member of the AMI Group or the Seller Group, as the case may be, by any unaffiliated third party with respect to such Loss, in each case net of any Losses incurred by any member of the AMI Group or the Seller Group as the case may be in collecting such proceeds or payments; provided that this Section 7.2(f) shall not limit in any respect the right of any member of the AMI Group or the Seller Group, as the case may be, to pursue indemnification from an Indemnifying Party hereunder or from recovering for any Loss not reduced to zero pursuant to this Section 7.2(f).  Nothing contained herein shall be deemed to cause any amounts for which a member of the AMI Group or the Seller Group, as the case may be, would ultimately be responsible, as a result of deductibles, self-insurance, indemnification of insurers, caps or similar items or arrangements, to not be subject to indemnification as “Losses” hereunder.

(g)   For Tax purposes, the parties agree to treat all payments made under this Section 7.2 as adjustments to the Share Purchase Price.

7.3  Affirmative Covenants of Ibis and Isis.

(a)   Due Diligence.  During the Call Period or, if AMI exercises the Call Option, until the Acquisition Closing (i) AMI shall have the right to conduct a legal, business, operational and financial review of the Business in accordance with a reasonable procedure to be agreed upon by the Parties in good faith and designed to limit disruptions to the operations of Ibis and Isis and (ii) Ibis and Isis shall cooperate with AMI in performing such review, including, without limitation, providing reasonable access to its records, Representatives and properties during normal business hours; provided that Isis and Ibis may limit AMI’s access with respect to each of the foregoing to the extent necessary to comply with Applicable Law.

(b)   Ordinary Course.  As long as AMI or any of its Affiliates hold at least [***] Shares or Additional Shares (subject to adjustment for any stock dividends, combinations, splits, recapitalization and the like with respect to such Shares or Additional Shares after the

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issuance thereof), Ibis shall and Isis shall cause Ibis to (i) conduct the Business only in the ordinary course (ii) use commercially reasonable efforts to keep Ibis’ business organization and properties intact, including Ibis’ business operations, physical facilities, working conditions, executives and key employees and Ibis’ and the Business’ relationships with consultants, independent contractors, lessors, licensors, suppliers, customers, carriers, and others having business relations with Ibis or the Business (iii) use commercially reasonable efforts to keep in full force and effect and maintain in good repair, order and condition, Ibis’ organizational existence and all of its and the Business’ assets, Contracts, rights, franchises, and Business IP and use commercially reasonable efforts to cause Ibis’ and the Business’ current insurance (or reinsurance) policies not to be canceled or terminated or any of the coverage thereunder to lapse.  Notwithstanding anything in the foregoing to the contrary, nothing in this Section 7.3(b) shall (A) prohibit or limit an Initial Offering, (B) after the Call Option Expiration Date, prohibit or limit a Change of Control of Ibis in compliance with the terms of the Investor Rights Agreement or (C) require any additional investment by Isis in Ibis.

(c)   Consolidation of Ibis and Isis. Unless the provisions of the Code pertaining to filing Tax Returns as a consolidated group are amended prior to the Acquisition Closing, Ibis and Isis will file a consolidated Tax Return in lieu of separate Tax Returns with respect to income Tax imposed by Chapter 1 of the Code for the Tax year beginning January 1, 2007 through and including the Acquisition Closing.  In the event of an Internal Revenue Service audit of Isis arising out or related to the consolidation of Ibis and Isis in such consolidated Tax Return, Isis will promptly (but in any event within [***] [***]) notify AMI of such audit and allow AMI to participate and advise Ibis and Isis in connection with such audit.  Upon the Acquisition Closing, this provision will be superseded by Section 8.12 of the Acquisition Agreement.

7.4  Negative Covenants of Ibis and Isis.  Until the earlier of (i) the expiration of the Call Period and (ii) the execution of the Acquisition Agreement,  Ibis shall not and, with respect to Ibis and the Business, Isis shall not and shall cause Ibis not to:

(a)   amend or waive any provision of Ibis’ Certificate of Incorporation;

(b)   take any action that would reasonably be expected to adversely affect the rights, preferences or privileges of the Shares or Additional Shares;

(c)   take any action by written stockholder consent of Ibis without at least [***] prior written notice to AMI;

(d)   redeem, repurchase, pay or declare dividends or other distributions with respect to any Capital Stock of Ibis;

(e)   issue any Capital Stock of Ibis or any rights to acquire Capital Stock of Ibis;

(f)    authorize or designate, whether by reclassification or otherwise, any new class or series of Capital Stock of Ibis or any increase in the authorized or designated number of any class or series of Capital Stock of Ibis;

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(g)   enter into any transaction of merger, consolidation or sale of control, or liquidate, reorganize, recapitalize, wind up or dissolve Ibis, or transfer any portion of Ibis’ properties, assets or business other than transfers of inventory in the ordinary course of business;

(h)   sell, transfer, assign, license or sublicense, or allow any Encumbrance on any Business IP other than (i) rights of the U.S. federal government in Intellectual Property pursuant to the Government Contracts set forth on Schedule 3.1(l)(iii) or new Government Contracts entered into in the ordinary course of business and (ii) end user license agreements related to the Software embodied in the T5000 Biosensor Systems that are issued in the ordinary course of business solely to purchasers of T5000 Biosensor Systems;

(i)    abandon or permit to lapse any Business IP other than patents expiring at the end of their statutory terms (and not as a result of any act or omission by either Ibis or Isis, including, without limitation, a failure to pay any required maintenance fees) and limitations to the scope of claims of any pending patent application made during the ordinary course of prosecuting such pending patent applications;

(j)    disclose any Confidential Information of the Business to any Person (other than AMI and its Representatives) other than in the ordinary course of business;

(k)   create, incur, guarantee, assume, or be liable for any Indebtedness, other than Permitted Indebtedness in the ordinary course of business;

(l)    subject any tangible asset of the Business to any Encumbrance, other than Permitted Encumbrances in the ordinary course of business and rights of the U.S. federal government in certain equipment purchased using government funds pursuant to (i) the Government Contracts set forth on Schedule 3.1(l)(iii) or (ii) new Government Contracts entered into in the ordinary course of business;

(m)  (i) make any loan to or enter into any transaction with any officer, employee, partner or Affiliate, (ii) increase any officer’s, employee’s or partner’s compensation outside the ordinary course of business, (iii) increase or accelerate any benefit, vesting schedule, obligation, subsidy or similar feature under any Plan outside the ordinary course of business, (iv) establish any Plan (except for the Permitted Employee Compensation Plan as contemplated by this Master Agreement), (v) amend any Plan outside the ordinary course of business or commence making contributions to any multiemployer plan, or (vi) cause the number of full-time equivalent employees of Ibis (not including temporary employees) to exceed [***] in the aggregate or to be less than [***] in the aggregate;

(n)   make any acquisition, by means of merger, consolidation or otherwise, or any disposition, of assets or Capital Stock of any other Person;

(o)   make any loans or capital contributions to, or investments in, any other Person, except advances to employees for reasonable expenses incurred in the ordinary course of business;

(p)   enter into any strategic alliance or joint venture;

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(q)   enter into any joint marketing arrangement or agreement outside the ordinary course of business;

(r)   materially delay or defer maintenance or repairs on any of Ibis’ assets;

(s)   waive or release any material Claim of Ibis;

(t)    increase or decrease marketing or promotional spending in any material respect from the rates established in the anticipated 2008 Budget;

(u)   except as otherwise contemplated by this Agreement, pay, discharge, settle or satisfy any Claim, liability or obligation or litigation (whether or not commenced prior to the date of this Agreement) outside the ordinary course of business;

(v)    take any other action which would reasonably be expected to interfere with, impede or materially delay the transactions contemplated by the Transaction Documents or dilute the benefits thereof to AMI and its Affiliates; or

(w)   commit, or enter into any agreement to do, any of the foregoing.

7.5  No Solicitation of AMI Employees.  Until (a) the execution of the Acquisition Agreement (it being understood that if the Acquisition Closing does not occur, then until the date provided for in clause (b)) or (b) if the Call Option expires or terminates, the date that is [***] years following the Call Option Expiration Date (the applicable period, the “Nonsolicitation Period”), neither Isis nor Ibis shall and neither shall permit any of their respective Representatives to directly or indirectly (i) without the prior written consent of AMI, induce or attempt to induce any employee of AMI or any member of the Abbott Transaction Team to leave the employ of AMI or the applicable Abbott Affiliate, or in any way interfere with the relationship between AMI or the applicable Abbott Affiliates and any employee of AMI or any member of the Abbott Transaction Team, or Known consultant or independent contractor thereof or (ii) without the prior written consent of AMI, hire directly or through another entity any employee of AMI or any member of the Abbott Transaction Team or any Person who was an employee of AMI or a member of the Abbott Transaction Team who was employed by Abbott or any of its Affiliates during the [***] months prior to the date of such hiring, in each case to work for Isis or Ibis.

7.6  No Solicitation of Ibis or Isis Employees.  During the Nonsolicitation Period, AMI and its Affiliates will cause AMI and the members of the Abbott Transaction Team not to, directly or indirectly, (i) without the prior written consent of Isis or Ibis (as the case may be), induce or attempt to induce any employee of Isis or Ibis to leave the employ of Isis or Ibis, or in any way interfere with the relationship between Isis or Ibis and any of their respective employees, or Known consultant or independent contractor thereof or (ii) without the prior written consent of Isis or Ibis (as the case may be), hire directly or through another entity any employee of Isis or Ibis or any Person who was an employee of Isis or Ibis who was employed by Isis or Ibis during the [***] months prior to the date of such hiring, in each case to work for AMI.

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7.7  No Solicitation of Ibis Employees.  During the Call Period, Isis shall not and shall not permit any of its Representatives to directly or indirectly (i) without the prior written consent of AMI, induce or attempt to induce any employee of Ibis to leave the employ of Ibis, or in any way interfere with the relationship between Ibis and any employee, consultant or independent contractor thereof, or (ii) without the prior written consent of AMI, hire directly or through another entity any employee of Ibis or any Person who was an employee of Ibis during the [***] months prior to the date of such hiring.

For purposes of Sections 7.5, 7.6 and 7.7, “recruit,” “solicit” or “induce” shall not be deemed to mean (i) circumstances where an employee, consultant or independent contractor or former employee, consultant or independent contractor initiates contact with a Party with regard to possible employment, or (ii) general solicitations of employment not specifically targeted at specific employees of a Party, including responses to general advertisements.

Notwithstanding anything in Sections 7.5, 7.6 or 7.7, to the contrary, if at any time a court holds that the restrictions stated in Sections 7.5, 7.6 or 7.7 or any part of any of the foregoing are unreasonable or otherwise unenforceable under circumstances then existing, the Parties hereby agree that the maximum period, scope or geographical area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area.  The Parties acknowledge and agree that money damages may not be an adequate remedy for any breach or threatened breach of the provisions of Sections 7.5, 7.6 or 7.7 and that, in such event, any Party or its successors or assigns may, in addition to any other rights and remedies existing in its or their favor, apply to any court of competent jurisdiction for specific performance, injunctive and/or other relief in order to enforce or prevent any violations of the provisions of Sections 7.5, 7.6 or 7.7 (including, if the court so determines, the extension of the Nonsolicitation Period by a period equal to the length of court proceedings necessary to stop such violation).  Any injunction shall be available without the posting of any bond or other security.  In the event of an alleged breach or violation by any Party or any of their respective Representatives of any of the provisions of Sections 7.5, 7.6 or 7.7, the Nonsolicitation Period will be tolled until such alleged breach or violation is resolved.  The Parties agree that the restrictions contained in Sections 7.5, 7.6 and 7.7 are reasonable in all respects.

SECTION 8. MISCELLANEOUS.

8.1  Governing Law; Alternative Dispute Resolution Procedure.  This Master Agreement will be governed by and construed under the laws of the State of Delaware in all respects, without giving effect to any conflict of law principles thereof.  The Parties recognize that from time to time a dispute may arise relating to a Party’s rights or obligations under this Master Agreement or the other Transaction Documents.  The Parties agree that any such dispute shall be resolved by the Alternative Dispute Resolution (“ADR”) provisions set forth in Exhibit D the result of which shall be binding upon the Parties.

8.2  Successors and Assigns.  No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that (i) AMI may (x) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (y) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases AMI nonetheless shall remain responsible for the

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performance of all of its obligations hereunder), and (z) assign any or all of its rights and interests hereunder in connection with a Change of Control of AMI and (ii) Isis may assign its rights and obligations in connection with a Change of Control of Isis if such Transfer involves all of the Capital Stock of Ibis that is owned by Isis and the surviving or acquiring entity assumes all of Isis’ obligations under the Investment Documents.  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon and be enforceable by the Parties and their respective successors, assigns, heirs, executors and administrators.

8.3  Entire Agreement; Exhibits and Schedules.

(a)   This Master Agreement, the Exhibits and Schedules hereto, the Transaction Documents and the other documents delivered pursuant hereto or referred to herein constitute the full and entire understanding and agreement between the Parties with regard to the subject hereof and no party will be liable for or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein or therein.

(b)   The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.  The Parties acknowledge and agree that (i) the Disclosure Schedules are arranged in sections corresponding to the sections and paragraphs of this Master Agreement and shall qualify the specifically referenced corresponding representations and warranties of the Parties contained in this Agreement, (ii) to the extent this Master Agreement requires disclosure of any matter, such matter disclosed pursuant to one provision, subprovision, section or subsection of the Disclosure Schedules shall be deemed disclosed only to the extent actually disclosed with respect to the specific provision, subprovision, section or subsection of the Disclosure Schedule that it is actually disclosed pursuant to; and (iii) section numbers and titles inserted in the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express description of such sections of the Disclosure Schedules as set forth in this Master Agreement.  Information set forth in each section of the Disclosure Schedules specifically refers to the section of this Master Agreement to which such information is responsive, and such information shall not be deemed to have been disclosed with respect to any statement made in any other section of this Master Agreement.  Any capitalized terms used in any Schedule but not otherwise defined therein shall have the meanings ascribed to such terms in this Master Agreement.

8.4  No Third Party Beneficiaries.  This Master Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

8.5  Severability.  In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other Persons or circumstances shall be interpreted so as reasonably to effect the intent of the Parties hereto.  The Parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

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8.6  Amendment and Waiver. This Master Agreement may be amended or modified, and the rights and obligations of the Parties under this Master Agreement may be waived, only upon the written consent of each Party.  The other Investment Documents may only be amended as specifically set forth therein.

8.7  Delays or Omissions.  It is agreed that no delay or omission to exercise any right, power or remedy accruing to any Party, upon any breach, default or noncompliance by another Party under an Investment Document or Ibis’ Certificate of Incorporation, will impair any such right, power or remedy, nor will it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring.  It is further agreed that any waiver, permit, consent or approval of any kind or character on any Party’s part of any breach, default or noncompliance under an Investment Document or Ibis’ Certificate of Incorporation or any waiver on such Party’s part of any provisions or conditions of an Investment Document, or Ibis’ Certificate of Incorporation must be in writing and will be effective only to the extent specifically set forth in such writing.  All remedies, either under an Investment Document, Ibis’ Certificate of Incorporation, bylaw, or otherwise afforded to any Party, will be cumulative and not alternative.

8.8  Notices.  All notices or other communications that are required or permitted under an Investment Document will be in writing and delivered personally with acknowledgement of receipt, sent by facsimile (and promptly confirmed by personal delivery, registered or certified mail or overnight courier as provided herein), sent by nationally-recognized overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Ibis, to:

Ibis Biosciences Inc.
1896 Rutherford Road
Carlsbad, CA  92008
Attention:   President
Facsimile: (760) 603-4653

If to Isis, to:

Isis Pharmaceuticals, Inc.
1896 Rutherford Road
Carlsbad, CA  92008
Attention: Chief Financial Officer
Facsimile: (760) 603-4650

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with a copy to:

Isis Pharmaceuticals, Inc.
1896 Rutherford Road
Carlsbad, CA  92008
Attention:  General Counsel
Facsimile: (760) 268-4922

If to AMI, to:

Abbott Laboratories
Corporate Transactions and Medical Products Legal Operations
Dept. 322, Bldg. AP6A
100 Abbott Park Road
Abbott Park, IL  60064-6010
Attention:  Vice President and Associate General Counsel
Facsimile: (847) 938-1206

with a copy to:

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL  60601
Attention:  R. Scott Falk, P.C.
                    R. Henry Kleeman
Facsimile:  (312) 861-2200

or to such other address as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith.  Any such communication will be deemed to have been given (i) when delivered on a Business Day, if personally delivered or sent by facsimile or other electronic means (subject to confirmation of such delivery), on such Business Day, (ii) when delivered other than on a Business Day, if personally delivered or sent by facsimile or other electronic means (subject to confirmation of such delivery), on the first Business Day after dispatch, (iii) on the Business Day after dispatch, if sent by nationally-recognized overnight courier, and (iv) on the third Business Day following the date of mailing, if sent by mail.  It is understood and agreed that this Section 8.8 is not intended to govern the day-to-day business communications necessary between the Parties in performing their duties, in due course, under the terms of this Master Agreement.

8.9          Expenses.  Each Party will pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Master Agreement and the other Transaction Documents.

8.10        Titles and Subtitles.  The titles of the sections and subsections of this Master Agreement are for convenience of reference only and are not to be considered in construing this Master Agreement.

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8.11        Counterparts.  This Master Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument.  This Master Agreement and any signed agreement or instrument entered into in connection with this Master Agreement, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or other electronic means, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  At the request of any Party hereto or to any such agreement or instrument, each other Party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties.  No Party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or other electronic means as a defense to the formation of a contract and each such Party forever waives any such defense.

8.12        Construction.  The Parties acknowledge and agree that they have been represented by counsel during the negotiation, preparation and execution of this Master Agreement and, therefore, waive the application of any Law or rule of construction providing that ambiguities in an agreement or other document shall be construed against the Party drafting such agreement or document. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates.  When the context so requires the word “or” when used herein shall mean “and/or.”  All pronouns contained herein, and any variations thereof, will be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the Parties hereto may require.  Other than with respect to Section 2 and the preamble to Section 3.1, the words, “provided to,” “delivered” or “made available” or words of similar import when used in this Master Agreement to refer to obligations of Isis and/or Ibis to “provide,” “deliver” or “make available” materials to AMI will mean “made available in the online dataroom maintained by Isis at [***] by 12:00 p.m. Pacific time on or before January 23, 2008.”

8.13        No Other Compensation.

The Parties hereby agree that the terms of the Investment Documents fully define all consideration, compensation and benefits, monetary or otherwise, to be paid, granted or delivered by Isis or Ibis to AMI or Abbott and by AMI or Abbott to Isis or Ibis in connection with the transactions contemplated herein and therein. Except pursuant to the Permitted Employee Compensation Plan, no Party previously has paid or entered into any other commitment to pay, whether orally or in writing, any employee of any other Party, directly or indirectly, any consideration, compensation or benefits, monetary or otherwise, in connection with the transactions contemplated in the Transaction Documents.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this STRATEGIC ALLIANCE MASTER AGREEMENT as of the date set forth in the first paragraph hereof.

SIGNATURE PAGE TO STRATEGIC ALLIANCE MASTER AGREEMENT

LIST OF EXHIBITS

EXECUTION VERSION

EXHIBIT A

INVESTOR RIGHTS AGREEMENT

BY AND AMONG

ISIS PHARMACEUTICALS, INC.,

IBIS BIOSCIENCES, INC.

AND

ABBOTT MOLECULAR INC.

January 30, 2008

TABLE OF CONTENTS

A-i

A-ii

IBIS BIOSCIENCES, INC.

INVESTOR RIGHTS AGREEMENT

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

RECITALS

WHEREAS, AMI, Isis and Ibis have formed a strategic alliance pursuant to the Strategic Alliance Master Agreement, of even date herewith (the “Master Agreement”);

WHEREAS, pursuant to the Master Agreement, AMI is purchasing the Shares and may, in its sole discretion, subscribe for and purchase the Additional Shares pursuant to the Call Option Agreement and the Stock Subscription Agreement;

WHEREAS, the execution and delivery of this Agreement by Isis and Ibis is a material inducement to AMI to enter into the Master Agreement and the other Transaction Documents; and

WHEREAS, in connection with the consummation of the Financing, the Parties desire to enter into this Agreement in order to grant registration, information, protective and other rights to AMI as set forth below.

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

1.             General.

1.1          Definitions.

Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Master Agreement.  In addition to terms defined elsewhere herein and in the Master Agreement, the following terms when used in this Agreement have the following meanings:

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

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

(c)           “Equivalent Shares” means, at any date of determination, (i) as to any outstanding shares of Common Stock, such number of shares of Common Stock and (ii) as to any outstanding options, warrants or other convertible securities which are directly or indirectly convertible into or exchangeable or exercisable for shares of Common Stock, the maximum number of shares of Common Stock for which or into which such options, warrants or other convertible securities may at the time be exercised, converted or exchanged (or which shall become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined).

(d)           “Exchange Act” means the Securities Exchange Act of 1934, as amended.