EXECUTION VERSION-2 ASSET PURCHASE AGREEMENT dated as of April 10, 2006

Exhibit 10.14

EXECUTION VERSION-2

================================================================================

ASSET PURCHASE AGREEMENT

dated as of April 10, 2006

by and between

XXXXXX LABORATORIES

("Seller")

and

IMARX THERAPEUTICS, INC.

("Buyer")

================================================================================

TABLE OF CONTENTS

PAGE
----

ARTICLE 1 DEFINITIONS.................................................... 1
1.1 Definitions................................................... 1

ARTICLE 2 PURCHASE AND SALE.............................................. 4
2.1 Agreements to Purchase and Sell............................... 4
2.2 Excluded Assets............................................... 5
2.3 Assumed Liabilities........................................... 7
2.4 Excluded Liabilities.......................................... 7
2.5 Procedures for Purchased Assets not Transferable.............. 8

ARTICLE 3 PURCHASE PRICE; CONSISTENT TREATMENT........................... 9
3.1 Purchase Price................................................ 9
3.2 Payment of Purchase Price..................................... 9
3.3 Purchase Price Allocation..................................... 9
3.4 Prorations.................................................... 9

ARTICLE 4 CLOSING........................................................ 9
4.1 Closing Date.................................................. 9
4.2 Transactions at Closing....................................... 9

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER....................... 10
5.1 Organization.................................................. 10
5.2 Due Authorization............................................. 10
5.3 Inventory, Equipment and Raw Materials........................ 11
5.4 Title......................................................... 11
5.5 Intellectual Property......................................... 11
5.6 Litigation.................................................... 11
5.7 Consents...................................................... 12
5.8 Brokers, Etc.................................................. 12
5.9 Financial Information......................................... 12
5.10 Absence of Undisclosed Liabilities............................ 12
5.11 Absence of Unusual Changes and Unusual Transactions........... 12
5.12 Governmental Authorizations................................... 12
5.13 Contracts..................................................... 12
5.14 Tax Matters................................................... 13
5.15 Cell Banks.................................................... 13
5.16 Disclaimer.................................................... 13

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF BUYER........................ 14
6.1 Organization.................................................. 14
6.2 Due Authorization............................................. 14
6.3 Consents...................................................... 14
6.4 Litigation.................................................... 14
6.5 Breach of Representations and Warranties...................... 14
6.6 Brokers, Etc.................................................. 14
6.7 Independent Investigation..................................... 15
6.8 Indebtedness.................................................. 15

TABLE OF CONTENTS

PAGE
----

ARTICLE 7 PRE-CLOSING COVENANTS OF SELLER AND BUYER...................... 15
7.1 Corporate and Other Actions................................... 15
7.2 Consents and Approvals........................................ 15
7.3 Competition Law Filings....................................... 15
7.4 Access to Information......................................... 16
7.5 Ordinary Course of Business................................... 16

ARTICLE 8 CONDITIONS..................................................... 16
8.1 Conditions to Obligations of Seller........................... 16
8.2 Conditions to Obligations of Buyer............................ 17

ARTICLE 9 POST-CLOSING COVENANTS, OTHER AGREEMENTS....................... 18
9.1 Assumed Liabilities........................................... 18
9.2 Availability of Records....................................... 18
9.3 Use of Trade or Service Marks................................. 19
9.4 Tax Matters................................................... 19
9.5 Chargebacks................................................... 20
9.6 Non-competition by Seller..................................... 20
9.7 Regulatory Transfer........................................... 20
9.8 Post-Closing Delivery......................................... 20
9.9 Transition Services........................................... 20
9.10 No Other Compensation......................................... 21

ARTICLE 10 INDEMNIFICATION AND SURVIVAL.................................. 21
10.1 Indemnification by Seller..................................... 21
10.2 Indemnification by Buyer...................................... 22
10.3 Survival...................................................... 23
10.4 Exclusive Remedy.............................................. 24
10.5 Net Losses and Subrogation.................................... 24
10.6 Insurance..................................................... 24

ARTICLE 11 TERMINATION................................................... 25
11.1 Termination of Agreement...................................... 25
11.2 Automatic Termination......................................... 25
11.3 Continuing Effectiveness...................................... 25

ARTICLE 12 MISCELLANEOUS................................................. 25
12.1 Assignment.................................................... 25
12.2 No Press Release Without Consent.............................. 25
12.3 Confidentiality............................................... 26
12.4 Expenses...................................................... 26
12.5 Severability.................................................. 26
12.6 Entire Agreement.............................................. 26
12.7 No Third Party Beneficiaries.................................. 27
12.8 Waiver........................................................ 27
12.9 Governing Law................................................. 27
12.10 Headings...................................................... 27
12.11 Counterparts.................................................. 27

TABLE OF CONTENTS

PAGE
----

12.12 Further Documents............................................. 27
12.13 Notices....................................................... 27
12.14 Schedules..................................................... 28
12.15 Construction.................................................. 29

iii

EXHIBITS AND SCHEDULES

EXHIBITS

Exhibit A - Assignment and Assumption Agreement
Exhibit B - Intellectual Property Transfer Agreement
Exhibit C - Inventory Trademark License Agreement
Exhibit D - Promissory Note
Exhibit E - Security Agreement
Exhibit F - Escrow Agreement
Exhibit G - Testing Procedures

SCHEDULES

Schedule 1.1 - Knowledge Persons
Schedule 2.1(b) - Transferred Intellectual Property
Schedule 2.1(c) - Cell Banks
Schedule 2.1(d)(i) - Contracts
Schedule 2.1(f) - Seller Labeled Inventory
Schedule 2.1(g) - Sales Materials
Schedule 2.1(h) - Product Applications
Schedule 2.1(j) - Stock in Trade
Schedule 2.1(k) - Raw Materials
Schedule 2.5 - Mixed GPO Contracts
Schedule 5.4 - Title
Schedule 5.5 - Intellectual Property
Schedule 5.6 - Litigation
Schedule 5.7 - Seller Consents
Schedule 5.9 - Financial Data
Schedule 5.12 - Governmental Authorizations
Schedule 6.3 - Buyer Consents
Schedule 6.8 - Indebtedness

ASSET PURCHASE AGREEMENT

THIS AGREEMENT, dated as of April 10, 2006 is entered into by and between
XXXXXX LABORATORIES, an Illinois corporation ("Seller"), and IMARX THERAPEUTICS,
INC., a Delaware corporation ("Buyer").

WHEREAS, Seller wishes to sell to Buyer the Purchased Assets and Assumed
Liabilities (each as defined below), and Buyer wishes to purchase such assets
from Seller and to assume such liabilities.

NOW, THEREFORE, in consideration of the premises and mutual covenants,
agreements and provisions herein contained, the parties hereto agree as follows:

ARTICLE 1

Definitions

1.1 Definitions. The following terms have the following meanings when used
herein:

"$" means United States dollars.

"Affiliate" means, with respect to any Person, any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such Person. For purposes of this definition, a Person shall be
deemed to control another Person if it owns or controls more than fifty percent
(50%) of the voting equity of the other Person (or other comparable ownership if
the Person is not a corporation). For purposes of clarification, with respect to
Seller, the term "Affiliate" shall specifically exclude TAP Holdings Inc., TAP
Finance Inc. and TAP Pharmaceuticals Products Inc.

"Agreement" means this Asset Purchase Agreement, including all Schedules
and Exhibits hereto, as it may be amended from time to time in accordance with
its terms.

"Allocation Schedule" has the meaning set forth in Section 3.3.

"Annual Report" means an annual report filed by Seller with the FDA
relating to the Product.

"Assignment and Assumption Agreement" means the Assignment and Assumption
Agreement and Xxxx of Sale in substantially the form attached hereto as Exhibit
A.

"Assumed Liabilities" has the meaning set forth in Section 2.3.

"Buyer" has the meaning set forth in the recitals hereof.

"Cell Banks" has the meaning set forth in Section 2.1(c).

"Chargeback" means all credits, chargebacks, rebates, reimbursements,
administrative fees, and other amounts owed to wholesalers, distributors, group
purchasing organizations,

insurers, and other institutions pursuant to any Contract. "Seller Chargeback"
means Chargebacks arising out of Products sold to customers prior to the Closing
and "Buyer Chargeback" means Chargebacks arising out of transactions consummated
on or after the Closing.

"Closing" means the closing of the purchase and sale of the Purchased
Assets and assumption of the Assumed Liabilities contemplated by this Agreement.

"Closing Date" means April 28, 2006, or such other date as may be mutually
agreed upon by the Buyer and Seller.

"Confidential Information" has the meaning set forth in Section 12.3.

"Contracts" has the meaning set forth in Section 2.1(d).

"Disclosure Schedules" shall mean those schedules attached hereto.

"Encumbrance" means any encumbrance, lien, charge, pledge, mortgage, title
retention agreement, security interest of any nature, adverse claim, exception,
reservation, easement, right of occupation, any matter capable of registration
against title, option, right of pre-emption or privilege or any agreement or
other commitment, whether written or oral, to create any of the foregoing.

"Escrow Agreement" means the Escrow Agreement in substantially the form
attached hereto as Exhibit F.

"Excluded Assets" has the meaning set out in Section 2.2.

"Excluded Liabilities" has the meaning set forth in Section 2.4.

"FDA" means the U.S. Food and Drug Administration.

"GAAP" means United States generally accepted accounting principles
consistently applied from period to period and throughout any period in
accordance with the past practices of Seller or Buyer, as the case may be.

"Governmental Authorizations" has the meaning set forth in Section 2.1(e).

"HSR Act" means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976,
as amended.

"Indemnified Person" has the meaning set forth in Section 10.5(a).

"Indemnifying Person" has the meaning set forth in Section 10.5(a).

"Intellectual Property Rights" means all intellectual property, industrial
and other proprietary rights, protected or protectable, under the laws of the
United States or any other country, or any political subdivision thereof,
including, without limitation, (i) all trade names, trade dress, trademarks,
service marks, logos, brand names and other identifiers; (ii) copyrights,

moral rights (including rights of attribution and rights of integrity); (iii)
all trade secrets, inventions, discoveries, devices, processes, designs,
techniques, trade secrets, ideas, know-how and other confidential or proprietary
information, whether or not reduced to practice; (iv) all domestic and foreign
patents and the registrations, applications, renewals, extensions, divisionals
and continuations (in whole or in part) thereof; and (v) all goodwill associated
therewith and all rights and causes of action for infringement,
misappropriation, misuse, dilution or unfair trade practices associated with (i)
through (iv) above.

"Intellectual Property Transfer Agreement" means the Intellectual Property
Transfer Agreement in substantially the form attached hereto as Exhibit B.

"Inventory" has the meaning set forth in Section 2.1(f).

"Inventory Trademark License Agreement" means the Inventory Trademark
License Agreement in substantially the form attached hereto as Exhibit C.

"Knowledge" means, with respect to Seller, the actual knowledge after
reasonable inquiry of the persons listed on Schedule 1.1.

"Losses" has the meaning set forth in Section 10.1(a).

"Master Cell Bank" means Cell Suspension of Urokinase Kidney Cells, Code
81987, as described on Schedule 2.1(c).

"Mixed GPO Contracts" means those Group Purchasing Organization contracts
(including related contracts entered into in connection therewith) relating to
both Purchased Assets and other products of Seller listed on Schedule
2.1(d)(ii).

"New GPO Contract" has the meaning set forth in Section 2.5(b).

"NDA 76-1021" means new drug application 76-1021 filed with the FDA,
subsequently assigned the new NDA 21-846.

"Other Agreements" means, collectively, the Assignment and Assumption
Agreement, the Intellectual Property Transfer Agreement, the Inventory Trademark
License Agreement, the Promissory Note, the Security Agreement and the Escrow
Agreement.

"Person" means any individual, corporation, partnership, limited
partnership, joint venture, limited liability company, trust or unincorporated
organization or government or any agency or political subdivision thereof.

"Product" or "Products" means Seller's urokinase product marketed under the
brand Abbokinase(R).

"Promissory Note" has the meaning set forth in Section 3.1(b).

"Purchase Price" has the meaning set forth in Section 3.1.

"Purchased Assets" has the meaning set forth in Section 2.1.

"Raw Materials" means those raw materials set forth on Schedule 2.1(k).

"Security Agreement" means the Security Agreement in substantially the form
attached hereto as Exhibit E.

"Seller" has the meaning set forth in the recitals hereof.

"SNDAs" means supplemental new drug applications S-076 through S-095 and
the supplemental application for CBE-30 filed with the FDA.

"Stock in Trade" has the meaning set forth in Section 2.1(j).

"Taxes" shall mean all taxes, charges, fees, duties, levies or other
assessments, including, without limitation, income, gross receipts, net
proceeds, ad valorem, turnover, real and personal property (tangible and
intangible), sales, use, franchise, excise, value added, goods and services,
license, payroll, unemployment, environmental, customs duties, capital stock,
disability, stamp, leasing, lease, user, transfer, fuel, excess profits,
occupational and interest equalization, windfall profits, severance and
employees' income withholding and social security and similar employment taxes
imposed by the United States or any other foreign country or by any state,
municipality, subdivision or instrumentality of the Unites States or of any
other foreign country or by any other tax authority, including all applicable
penalties and interest, and such term shall include any interest, penalties or
additions to tax attributable to such taxes.

"Testing Procedures" means the procedures set forth on Exhibit G hereto.

"Thrombolytic Therapy Product" means serine proteases that convert
plasminogen to plasmin to break down the fibrinogen and fibrin to dissolve a
thrombus in an artery, vein or in-dwelling catheter, or any proteases or
protease activators which catalyze proteolytic breakdown of fibrinogen or fibrin
for the same purpose.

"Transferred Intellectual Property" has the meaning set forth in Section
2.1(b).

"United States" means the United States of America.

"Working Cell Banks" means Cell Suspension Subcultured from Urokinase
Kidney Cells, Frozen Sub-2, Code 48647 as Schedule 2.1(c).

ARTICLE 2

Purchase and Sale

2.1 Agreements to Purchase and Sell. Subject to the terms and conditions
contained herein, at the Closing Seller shall sell, transfer, convey, assign and
deliver to Buyer, and Buyer shall purchase and accept from Seller, all right,
title, and interest of Seller in and to the following assets of Seller
(collectively, the "Purchased Assets"):

(a) all sales and marketing information, including all customer lists
of Seller, relating primarily to the Products;

(b) (i) the trademarks, patents, and patent applications set forth on
Schedule 2.1(b), (ii) the package designs, labels, logos and associated
artwork primarily related to the Products and (iii) all technical
information, references and standards, methodologies, processes, protocols,
specifications, techniques, trade secrets and know how, databases and
formulas primarily related to the Products and any supporting documentation
that relates primarily to the Products (collectively, the "Transferred
Intellectual Property");

(d) all rights and interest of Seller to the contracts relating to the
Products set forth on Schedule 2.1(d)(i) (the "Contracts");

(e) all licenses, approvals, certificates, permits, franchises, or
other evidence of authority issued to Seller or Seller's Affiliates by a
federal, state, local or foreign governmental agency or authority,
regardless of jurisdiction, relating primarily to the Products, in each
case to the extent assignable, including NDA 76-1021 and the SNDAs (the
"Governmental Authorizations");

(f) 153,000 vials of unlabelled Product that have been approved by
Seller for distribution, but have not been approved by the FDA
("Inventory");

(g) all records, reports, Product information files (including Product
development and regulatory history files) and sales, advertising and
marketing information files of Seller and Seller's Affiliates, in each case
relating primarily to the Products, including without limitation the items
identified on Schedule 2.1(g);

(h) all current and pending new drug applications for the Products as
set forth on Schedule 2.1(h);

(i) all goodwill relating exclusively to the Products;

(j) any Stock-in-Trade described on Schedule 2.1(j); and

(k) the Raw Materials.

2.2 Excluded Assets. Notwithstanding anything to the contrary in this
Agreement, Seller shall not sell, transfer or assign, and Buyer shall not
purchase or otherwise acquire, the following assets of Seller (such assets being
collectively referred to hereinafter as the "Excluded Assets"):

(a) all rights of Seller and Seller's Affiliates arising under this
Agreement, the Other Agreements or from the consummation of the
transactions contemplated hereby or thereby;

(b) all accounts receivable, notes receivable, cash, bank deposits,
marketable securities and intercompany receivable balances owed to Seller
or Seller's Affiliates with respect to the Products existing at the Closing
Date;

(d) all corporate minute books, stock records and Tax returns
(including all work papers relating to such Tax returns) of Seller and
Seller's Affiliates and such other similar corporate books and records of
Seller and Seller's Affiliates as may exist on the Closing Date;

(e) all real property, buildings, structures and improvements thereon,
whether owned or leased by Seller or Seller's Affiliates, and all fixtures
and fittings attached thereto, including those in the buildings designated
by Seller as the M3, M3B, M6 and M10 buildings in its North Chicago,
Illinois location;

(f) all Intellectual Property Rights of Seller or Seller's Affiliates
of any kind not listed on Schedule 2.1(b) or referred to in Section 2.1(d),
specifically including the trademarks or trade names "Abbott," "Xxxxxx
Laboratories" and any variants thereof, the stylized symbol "A," the
Abbokinase OpenCath(R) trademark and the ABBOKINASE(R) trademark, which is
the subject of the Inventory Trademark License Agreement;

(g) all rights to refunds of Taxes paid by or on behalf of Seller or
Seller's Affiliates;

(h) all insurance policies and claims thereunder existing at the
Closing Date;

(i) all Seller and Seller Affiliate intercompany payable balances
relating to the Products;

(j) the services of any employee of Seller or Seller's Affiliates;

(k) all assets of any employee benefit plan, arrangement, or program
maintained or contributed to by Seller or any of its Affiliates;

(l) all assets, tangible or intangible, wherever situated, not
expressly included in the Purchased Assets;

(m) all raw materials not listed in Schedule 2.1(k); and

(n) all equipment of Seller or Seller's Affiliates.

2.3 Assumed Liabilities. On the Closing Date, subject to the provisions of
Section 2.4, Buyer shall assume, or shall cause Buyer's Affiliates to assume,
the following liabilities of Seller and Seller's Affiliates relating primarily
to the Purchased Assets existing on the Closing Date as follows (collectively,
together with all other obligations and liabilities of Seller and Seller's
Affiliates assumed by Buyer or Buyer's Affiliates pursuant to this Agreement and
the Schedules hereto, the "Assumed Liabilities"):

(a) all liabilities and all obligations arising after the Closing Date
under the Contracts, the Transferred Intellectual Property and the
Governmental Authorizations being transferred from Seller to Buyer
hereunder;

(b) Taxes that are the responsibility of Buyer pursuant to Section
3.4, Section 9.4(a) and Section 12.4 of this Agreement and all Taxes
related to Products and Purchased Assets attributable to any period or
partial period ending after the Closing;

(c) Except as provided in Section 2.4(f), all liabilities or other
claims related to the research, development, marketing, manufacture,
distribution, testing, sale or trials of the Products that arise after the
Closing Date.

2.4 Excluded Liabilities. Neither Buyer nor Buyer's Affiliates assume nor
will they become responsible for any of the liabilities and obligations of
Seller or Seller's Affiliates (collectively, the "Excluded Liabilities") except
for those set out in Section 2.3. The Excluded Liabilities shall include,
without limitation:

(a) all liabilities and obligations of Seller and Seller's Affiliates
arising under this Agreement, the Other Agreements or from the consummation
of the transactions contemplated hereby or thereby;

(b) all intercompany payable balances owing to Seller or Seller's
Affiliates;

(c) all liabilities and obligations of Seller and Seller's Affiliates
arising under any contract or agreement not set forth on Schedule 2.1(c);

(d) all obligations related to employees of Seller or Seller's
Affiliates;

(e) any and all claims, causes of action or litigation to the extent
relating to Products sold prior to the Closing, including the matters set
forth on Schedule 5.6;

(f) any and all claims, causes of action or litigation relating to
Products sold after Closing to the extent related to Seller's failure to
manufacture the Inventory in compliance with the standards set forth in the
specifications in the SNDAs; and

(g) other current liabilities (except Assumed Liabilities) of Seller
or Seller's Affiliates incurred in the ordinary course of business and
existing at the Closing Date.

2.5 Procedures for Purchased Assets not Transferable. (a) If any of the
Contracts or any other property or rights included in the Purchased Assets are
not assignable or transferable either by virtue of the provisions thereof or
under applicable law without the consent of some party or parties, Seller shall
use its commercially reasonable efforts to obtain such consents after the
execution of this Agreement, but prior to the Closing, and Buyer shall use its
commercially reasonable efforts to assist in that endeavor. If any such consent
cannot be obtained prior to the Closing and the Closing occurs, this Agreement
and the related instruments of transfer shall not constitute an assignment or
transfer thereof and Buyer shall not assume Seller's obligations with respect
thereto, but Seller shall use its commercially reasonable efforts to obtain such
consent as soon as reasonably possible after the Closing or otherwise obtain for
Buyer the practical benefit of such property or rights and Buyer shall use its
commercially reasonable efforts to assist in that endeavor. For purposes of this
Section 2.5, commercially reasonable efforts shall not include any requirement
of either party to expend money, commence any litigation or offer or grant any
accommodation (financial or otherwise) to any third party. In the case of any
Contracts for which a necessary consent has not been obtained, Buyer shall
provide all goods and services and bear all costs necessary to complete such
Contracts at no cost to Seller, and Seller shall hold for Buyer's account and
promptly remit to Buyer all amounts received with respect to such Contracts.

(b) The parties shall use their commercially reasonable efforts to
cause the purchaser under each of the Mixed GPO Contracts to enter into a
new agreement or amendment with Buyer or to assign the Agreement to Buyer
pursuant to which the provisions of the Mixed GPO Contracts relating to
future sales of Products shall be terminated and replaced by such new
agreement, amendment or assignment between the purchaser and Buyer on
substantially similar terms as the applicable Mixed GPO Contract ("New GPO
Contract").

(c) In the event that Buyer has not, despite its commercially
reasonable efforts, entered into a New GPO Contract with respect to each of
the top five (5) Mixed GPO Contracts identified on Schedule 2.5 within one
hundred twenty (120) days following Closing (the "Final GPO Date"), Buyer
shall be entitled to a credit against the Promissory Note equal to one
hundred thousand dollars ($100,000) multiplied by the number of such top
five Mixed GPO Contracts for which no New GPO Contract exists as of such
date.

(d) On the Final GPO Date, the principal balance of the Promissory
Note as of the Final GPO Date shall be reduced by an amount equal to one
hundred thousand dollars multiplied by the number of top five Mixed GPO
Contracts not replaced with New GPO Contracts prior to the Final GPO Date.

ARTICLE 3

Purchase Price; Consistent Treatment

3.1 Purchase Price. The purchase price ("Purchase Price") for the Purchased
Assets shall consist of (a) a payment at Closing in the amount of Five Million
U.S. dollars ($5.0 million), plus the assumption of the Assumed Liabilities and
(b) a promissory note in substantially the form attached hereto as Exhibit D in
the principal amount of Fifteen Million U.S. dollars (the "Promissory Note").

3.2 Payment of Purchase Price. The Purchase Price shall be paid in
accordance with Section 4.2(b).

3.3 Purchase Price Allocation. The Purchase Price shall be allocated among
the Purchased Assets as set forth in a schedule (the "Allocation Schedule") that
Buyer will prepare and deliver to Seller on or before the Closing Date, which
allocation shall be subject to the reasonable approval of Seller. Each of Seller
and Buyer shall sign and submit all necessary forms to report this transaction
for federal, state and foreign income tax purposes in accordance with the
Allocation Schedule, and shall not take a position for Tax purposes inconsistent
therewith. Any adjustment to the Purchase Price shall be allocated as provided
by Treasury Regulation Section 1.1060-1.

3.4 Prorations. Seller and Buyer agree that all of the items listed below
relating to the Purchased Assets will be prorated as of the Closing Date, with
Seller liable to the extent such items relate to any time period up to and
including the Closing Date and Buyer liable to the extent such items relate to
periods subsequent to the Closing Date: (a) personal property Taxes, if any,
attributable to the Purchased Assets; (b) rents, Taxes and other items payable
by Seller under any lease, contract to be assigned to or assumed by Buyer
hereunder or for which Buyer is entitled to enjoy the practical benefits
pursuant to Section 2.5; (c) the amount of any license or registration fees with
respect to any licenses or registrations which are being assigned or transferred
hereunder; and (d) all other items which are normally prorated in connection
with similar transactions. Seller agrees to furnish Buyer with such documents
and other records as Buyer reasonably requests in order to confirm all
adjustment and proration calculations made pursuant to this Section 3.4.

ARTICLE 4

Closing

4.1 Closing Date. The Closing shall take place at the offices of Xxxxxxxx &
Xxxxx LLP, 000 Xxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, at 10:00 a.m.
Chicago time, on the Closing Date subject to the satisfaction or waiver of each
of the conditions set forth in Article 8 or at such other place, time or date as
Seller and Buyer may agree.

4.2 Transactions at Closing. At the Closing, subject to the terms and
conditions hereof:

(a) Transfer of Purchased Assets. Seller shall transfer and convey or
cause to be transferred and conveyed to Buyer all of the Purchased Assets
and Seller and Buyer shall

execute and Seller shall deliver to Buyer the Assignment and Assumption
Agreement, each of the Other Agreements and such other good and sufficient
instruments of transfer and conveyance as shall be necessary to vest in
Buyer title to all of the Purchased Assets. In addition, Seller shall
deliver to Buyer the certificate required by Section 8.2(b) and all other
documents required to be delivered by Seller at Closing pursuant hereto.

(b) Payment of Purchase Price, Assumption of Assumed Liabilities and
Buyer's Closing Deliveries. In consideration for the transfer of the
Purchased Assets, Buyer shall: (i) pay to Seller on the Closing Date Five
Million ($5,000,000) of the Purchase Price in United States dollars by
electronic bank transfer in immediately available funds directly to
Seller's Account No. 00000000 at Citibank, N.A. in New York, New York, ABA
#000000000 (Swift Code: XXXXXX00); (ii) deliver to Seller the Promissory
Note; and (iii) execute and deliver to Seller the Assignment and Assumption
Agreement, whereby Buyer assumes the Assumed Liabilities, and each of the
Other Agreements, as well as the certificate required by Section 8.1(b) and
all other documents required to be delivered by Buyer at Closing pursuant
hereto.

(c) Regulatory Transfer. At Closing, Seller will provide to Buyer
copies of all portions of NDA 76-1021 and the SNDAs necessary to allow
Buyer to comply with its obligations as the application holder. Seller
further agrees to notify the FDA of the transfer of NDA 76-1021 in
accordance with Section 505(j) of the Federal Food, Drug and Cosmetic Act
and 21 CFR 314.72. Buyer agrees to notify the FDA of the transfers of NDA
76-1021 and SNDAs effective immediately upon the Closing and to submit as
the new owner an application Form FDA 356h.

ARTICLE 5

Representations and Warranties of Seller

Except as set forth in the Disclosure Schedules, Seller represents and
warrants to Buyer as follows:

5.1 Organization. Seller is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Illinois, duly
qualified to transact business as a foreign corporation in such jurisdictions
where the nature of the Purchased Assets makes such qualification necessary,
except as to jurisdictions where the failure to qualify would not reasonably be
expected to have a material adverse effect on the Purchased Assets, and with all
requisite corporate power and authority to own, lease and operate the Purchased
Assets and to carry on its business relating to the Purchased Assets as now
being conducted.

5.2 Due Authorization. Seller has full corporate power and authority to
execute, deliver and perform its obligations under this Agreement and the Other
Agreements, and the execution and delivery of this Agreement and the Other
Agreements and the performance of all of its obligations hereunder and
thereunder have been duly authorized by Seller. The signing, delivery and
performance of this Agreement and the Other Agreements by Seller is not
prohibited or limited by, and will not result in the breach of or a default
under, or conflict with any obligation of Seller with respect to the Purchased
Assets under (i) any provision of the Articles of

Incorporation or By-Laws of Seller, (ii) any material agreement or instrument to
which Seller is a party or by which it or its properties are bound, (iii) any
judgment, order, award, writ, injunction or decree of any court, governmental
body or instrumentality, or arbitrator, (iv) any Governmental Authorizations, or
(v) any applicable law, statute, ordinance, regulation or rule, and, to Seller's
Knowledge, will not result in the creation or imposition of any Encumbrance on
any of the Purchased Assets, except to the extent that any such prohibition,
limitation, breach, default or conflict would not reasonably be expected to have
a material adverse effect on the Purchased Assets. This Agreement has been, and
on the Closing Date the Other Agreements will have been, duly executed and
delivered by Seller and constitutes, or, in the case of the Other Agreements,
will constitute, the legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with their respective terms, except as
enforceability may be limited or affected by applicable bankruptcy, insolvency,
moratorium, reorganization or other laws of general application relating to or
affecting creditors' rights generally.

5.3 Inventory, Equipment and Raw Materials. The Raw Materials, references
and standards, and Stock-in-Trade transferred pursuant to Section 2.1 are in
good condition, except as would not reasonably be expected to have a material
adverse effect on such Raw Materials, references and standards or
Stock-in-Trade, respectively. The Inventory is, in all material respects, in
good and merchantable condition (it being understood that for purposes of the
foregoing representation, any Loss shall be deemed immaterial, unless the
aggregate amount arising out of such Loss is greater than $50,000), has been
manufactured and stored in compliance with all applicable laws and regulations,
and conforms to all material Governmental Authorizations; provided, however,
that the foregoing representation shall be subject to the Buyer's compliance
with any and all applicable laws and regulations relating to labeling and
packaging of the Inventory.

5.4 Title. The Purchased Assets are owned beneficially by Seller with good
and marketable title thereto, free and clear of all Encumbrances. At the
Closing, Buyer will receive legal and beneficial title to all of the Purchased
Assets (except for (i) Contracts or any other property or rights included in the
Purchased Assets for which a necessary consent has not been obtained and (ii)
the Transferred Intellectual Property, the title of which is addressed
exclusively in Section 5.5 hereof), free and clear of all Encumbrances (except
for liens for Taxes not yet due and payable or liens contemplated by the
Security Agreement), except the Assumed Liabilities and except as set forth on
Schedule 5.4 and subject to obtaining any consents of Persons listed on Schedule
5.7.

5.5 Intellectual Property. Except as set forth on Schedule 5.5, the
Transferred Intellectual Property is owned free and clear of all Encumbrances or
has been duly licensed for use by Seller. Except as set forth on Schedule 5.5,
to Seller's Knowledge, the Transferred Intellectual Property has not been and is
not the subject of any pending adverse claim or any threatened litigation or
claim of infringement. To Seller's Knowledge, except as set forth on Schedule
5.5, the Transferred Intellectual Property does not materially infringe on any
Intellectual Property Rights of any third party.

5.6 Litigation. Except as set forth on Schedule 5.6, there is no
litigation, proceeding, claim or governmental investigation pending or, to
Seller's Knowledge, threatened solely or primarily with respect to the Products.

5.7 Consents. No notice to, filing with, authorization of, exemption by, or
consent of any Person is required for Seller to consummate the transactions
contemplated hereby.

5.8 Brokers, Etc. No broker or investment banker acting on behalf of Seller
or under the authority of Seller is or will be entitled to any broker's or
finder's fee or any other commission or similar fee directly or indirectly from
Seller or Buyer in connection with any of the transactions contemplated herein,
other than any fee that is the sole responsibility of Seller.

5.9 Financial Information. The unaudited statements of net revenue for the
Purchased Assets for the years ended December 31, 2003 and December 31, 2004 (i)
were prepared in accordance with GAAP as applied to the Seller's consolidated
financial statements and (ii) present fairly in all material respects the net
revenues for the Products. The costed xxxx of materials for the Products for
2004 (i) was prepared in a manner consistent with Seller's financial policies
and (ii) fairly reflects the cost to manufacture the Products in Seller's
facilities according to the volume and budget in place at the time the costs
were established. The data on Schedule 5.9 with respect to the sales of Products
is complete and accurate in all material respects.

5.10 Absence of Undisclosed Liabilities. To Seller's Knowledge, Seller has
not incurred any material liabilities or obligations with respect to the
Purchased Assets (whether accrued, absolute, contingent or otherwise), which
continue to be outstanding, except as incurred in the ordinary course of
business.

5.11 Absence of Unusual Changes and Unusual Transactions. Since January 31,
2006, except as would not reasonably be expected to have a material adverse
effect on the Purchased Assets, there has not been any material change in the
financial conditions, methods of operation, working capital, assets, employment
policies or practices or prospects of the Purchased Assets other than changes in
the ordinary course of business.

5.12 Governmental Authorizations. Schedule 5.12 sets forth a complete list
of the material Governmental Authorizations. The Governmental Authorizations
listed in Schedule 5.12 are all the authorizations required to be in material
compliance with all laws applicable to the Purchased Assets. The Governmental
Authorizations are in full force and effect in accordance with their terms, and
there have been no material violations of such Governmental Authorizations, no
proceedings are pending or, to the Knowledge of the Seller, threatened, which
could result in their revocation or limitation and all steps have been taken and
filings made on a timely basis with respect to each Governmental Authorization
and its renewal; in each case, except as would not reasonably be expected to
have a material adverse effect on the Purchased Assets.

5.13 Contracts. All current and complete copies of all Contracts have been
delivered to or made available to the Buyer. The Contracts are all in full force
and effect and, to Seller's Knowledge, there are no outstanding defaults or
violations under such Contracts on the part of the Seller or, to the Knowledge
of the Seller, on the part of any other party to such Contracts and there are no
current or pending negotiations with respect to the renewal, repudiation or
amendment of any Contract.

5.14 Tax Matters. In each case except as would not reasonably be expected
to have a material adverse effect on the Purchased Assets:

(a) To Seller's Knowledge, no failure, if any, of the Seller to duly
and timely pay all Taxes, including all installments on account of Taxes
for the current year, that are due and payable by it will result in an
Encumbrance on the Purchased Assets;

(b) To Seller's Knowledge, there are no proceedings, investigations,
audits or claims now pending or threatened against the Seller in respect of
any Taxes, and there are no matters under discussion, audit or appeal with
any governmental authority relating to Taxes, which will result in an
Encumbrance on the Purchased Assets;

(c) To Seller's Knowledge, the Seller has duly and timely withheld all
Taxes and other amounts required by law to be withheld by it relating to
the Purchased Assets (including Taxes and other amounts relating to the
Purchased Assets required to be withheld by it in respect of any amount
paid or credited or deemed to be paid or credited by it to or for the
account or benefit of any Person, including any employees, officers or
directors and any non-resident Person), and has duly and timely remitted to
the appropriate Governmental Authority such Taxes and other amounts
required by law to be remitted by it; and

(d) To Seller's Knowledge, the Seller or Seller's Affiliates has duly
and timely collected all amounts on account of any sales or transfer taxes,
including goods and services, harmonized sales and provincial or
territorial sales taxes with respect to the Purchased Assets, required by
law to be collected by it and has duly and timely remitted to the
appropriate Governmental Authority any such amounts required by law to be
remitted by it.

5.15 Cell Banks.

The Working Cell Banks are in viable condition as of the Closing. The
Master Cell Banks have been stored following quality procedures in accordance
with current good manufacturing practice (cGMP).

5.16 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 5,
SELLER IS MAKING NO REPRESENTATION OR WARRANTY AS TO THE PURCHASED ASSETS AND
BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE PROVIDED HEREIN, SELLER
IS SELLING AND CONVEYING THE PURCHASED ASSETS ON AN "AS IS, WHERE IS" BASIS.
EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS, WARRANTIES, AGREEMENTS AND
COVENANTS CONTAINED IN THIS AGREEMENT, BUYER IS ACQUIRING THE PURCHASED ASSETS
IN RELIANCE ON ITS OWN INVESTIGATION AND ON AN "AS IS, WHERE IS" BASIS AND
WITHOUT RECOURSE AND WITHOUT ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY,
FITNESS FOR ANY PARTICULAR PURPOSE, NON INFRINGEMENT OR ANY OTHER IMPLIED OR
EXPRESS WARRANTIES WHATSOEVER. For greater certainty, nothing in this Section
5.16 shall in any way limit Seller's indemnification obligations as set forth in
Article 10.

ARTICLE 6

Representations and Warranties of Buyer

Buyer represents and warrants to Seller as follows:

6.1 Organization. Buyer is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware, duly
qualified to transact business as a foreign corporation in all jurisdictions
except where the failure to be so qualified would not reasonably be expected to
have a material adverse effect on Buyer, and with all requisite corporate power
and authority to own, lease and operate its properties and to carry on its
business as now being conducted.

6.2 Due Authorization. Buyer has full corporate power and authority to
execute, deliver and perform its obligations under this Agreement and the Other
Agreements and the execution and delivery of this Agreement and the Other
Agreements and the performance of all of its obligations hereunder and
thereunder has been duly authorized by Buyer. The signing, delivery and
performance of this Agreement and the Other Agreements by Buyer is not
prohibited or limited by, and will not result in the breach of or a default
under, any provision of the Articles of Incorporation or By-Laws of Buyer or of
any order, writ, injunction or decree of any court or governmental
instrumentality. This Agreement has been, and on the Closing Date the Other
Agreements will have been, duly executed and delivered by Buyer and constitutes,
or, in the case of the Other Agreements will constitute, the legal, valid and
binding obligations of Buyer, enforceable against Buyer in accordance with their
respective terms, except as enforceability may be limited or affected by
applicable bankruptcy, insolvency, moratorium, reorganization or other laws of
general application relating to or affecting creditors' rights generally.

6.3 Consents. Except as set forth on Schedule 6.3, no notice to, filing
with, authorization of, exemption by, or consent of, any Person is required for
Buyer to consummate the transactions contemplated hereby.

6.4 Litigation. There is no litigation, proceeding, claim or governmental
investigation pending or, to Buyer's knowledge, threatened relating to or
affecting Buyer's ability to purchase the Purchased Assets or assume the Assumed
Liabilities relating thereto.

6.5 Breach of Representations and Warranties. Buyer has no knowledge of any
breach, or the inaccuracy, of any of the representations or warranties of Seller
set forth in this Agreement.

6.6 Brokers, Etc. Except for fees and expenses which shall be the sole
responsibility of Buyer, no broker or investment banker acting on behalf of
Buyer or Buyer's Affiliates is or will be entitled to any broker's or finder's
fee or any other commission or similar fee directly or indirectly in connection
with any of the transactions contemplated hereby.

6.7 Independent Investigation. In making the decision to enter into this
Agreement and the Other Agreements and to consummate the transactions
contemplated hereby and thereby, other than reliance on the representations,
warranties, covenants and obligations of Seller set forth in this Agreement and
in the Other Agreements, Buyer has relied solely on its own independent
investigation, analysis and evaluation of the Purchased Assets and Assumed
Liabilities (including Buyer's own estimate and appraisal of the value of the
financial condition, assets, operations and prospects thereof). Buyer confirms
to Seller that Buyer is sophisticated and knowledgeable in the business in which
Buyer intends to use the Purchased Assets and is capable of evaluating the
matters set forth above. Nothing in this Section 6.7, shall limit in any way the
ability of Buyer to rely upon the express representations and warranties of
Seller set forth in this Agreement.

6.8 Indebtedness. Other than as set forth in Schedule 6.8, neither Buyer
nor its Affiliates have any Indebtedness. For purposes of this section,
"Indebtedness" shall mean (a) all indebtedness of the Buyer or its Affiliates,
whether owed to a bank or any other Person, including, without limitation,
indebtedness for borrowed money and capitalized equipment leases and (b) any
interest on any indebtedness referred to in clause (a) that has accrued and
remains unpaid beyond the due date therefor.

ARTICLE 7

Pre-Closing Covenants of Seller and Buyer

7.1 Corporate and Other Actions. Each of Seller and Buyer shall take, or
shall cause its respective Affiliates to take, all necessary corporate action
required to fulfill its obligations under this Agreement and the Other
Agreements and the transactions contemplated hereby and thereby.

7.2 Consents and Approvals. Each of Seller and Buyer shall use its
reasonable best efforts to obtain all necessary consents and approvals to the
performance of its obligations under this Agreement and the Other Agreements and
the transactions contemplated hereby and thereby. Each of Seller and Buyer shall
make all filings, applications, statements, notices and reports to all federal,
state, local or foreign government agencies or entities which are required to be
made or given prior to the Closing Date by or on behalf of Seller or Buyer
pursuant to any applicable law, statute, ordinance, regulation or rule in
connection with this Agreement and the Other Agreements and the transactions
contemplated hereby and thereby.

7.3 Competition Law Filings. Each of Buyer and Seller shall promptly
prepare and file any notification and report form required under the HSR Act and
any notification or other form required to be filed under any law or regulation
of any foreign national or supra-national competition authority, and regulations
promulgated thereunder, if applicable, and any further filing pursuant thereto
as may be necessary.

7.4 Access to Information. Seller will permit representatives of Buyer from
and after the date hereof up to the Closing Date to have access at all
reasonable times to the books, accounts, records, properties, operations,
inventories and facilities of every kind to the extent pertaining to the
Purchased Assets, and will furnish Buyer with such financial and operating data
concerning the Purchased Assets as Buyer shall from time to time reasonably
request, subject to any confidentiality agreements entered into by Seller;
provided that under no circumstances will Seller permit Buyer to have access to
Tax returns, including related work papers, filed by Seller or its Affiliates.

7.5 Ordinary Course of Business. Subsequent to the date hereof and prior to
the Closing Date, Seller will use reasonable efforts to continue to operate
and/or use the Purchased Assets in the usual and normal course consistent with
past practice and to maintain the Purchased Assets in substantially the same
manner as heretofore maintained.

ARTICLE 8

Conditions

8.1 Conditions to Obligations of Seller. The obligations of Seller to
consummate the transactions contemplated by this Agreement shall be subject to
fulfillment at or prior to the Closing of the following conditions (any one or
more of which may be waived in whole or in part by Seller):

(a) Performance of Agreements and Conditions. All agreements and
covenants to be performed and satisfied by Buyer hereunder on or prior to
the Closing Date shall have been duly performed and satisfied by Buyer in
all material respects.

(b) Representations and Warranties True. The representations and
warranties of Buyer contained in this Agreement that are qualified as to
materiality shall be true and correct, and all other representations and
warranties of Buyer contained in this Agreement shall be true and correct
except for breaches of, or inaccuracies in, such representations and
warranties that, in the aggregate, would not have a material adverse effect
on the expected benefits to Seller of the transactions contemplated by this
Agreement taken as a whole, in each such case on and as of the Closing
Date, with the same effect as though made on and as of the Closing Date,
and there shall be delivered to Seller on the Closing Date a certificate,
in form and substance reasonably satisfactory to Seller and its counsel
duly signed by the President or Vice President of Buyer, to that effect.

(c) Payment of Purchase Price. Buyer shall have paid the Purchase
Price and assumed the Assumed Liabilities as provided in Section 4.2(b).

(d) HSR Waiting Period. Any applicable waiting period under the HSR
Act shall have expired without action by the Justice Department or the
Federal Trade Commission to prevent consummation of this Agreement or shall
have been terminated earlier.

(e) Foreign Competition Laws. Any necessary approvals shall have been
received or any applicable period for action shall have expired under the
applicable laws

or regulations of foreign national or supra-national competition
authorities set forth on Schedule 6.7.

(f) No Action or Proceeding. No legal or regulatory action or
proceeding shall be pending or threatened by any Person to enjoin, restrict
or prohibit the purchase and sale of the Purchased Assets contemplated
hereby. No order, judgment or decree by any court or regulatory body shall
have been entered in any action or proceeding instituted by any party that
enjoins, restricts, or prohibits this Agreement or the complete
consummation of the transactions as contemplated by this Agreement.

(g) Other Agreements. Buyer shall have delivered to Seller a duly
executed copy of each of the Other Agreements.

(h) No Material Adverse Change. There shall not have been any material
adverse change in Seller's business, financial condition, prospects, assets
or operations relating to the Purchased Assets.

(i) Management Approval. Seller shall have obtained the necessary
approval to consummate the transactions contemplated hereby from its
management.

8.2 Conditions to Obligations of Buyer. The obligations of Buyer to
consummate the transactions contemplated by this Agreement shall be subject to
fulfillment at or prior to the Closing of the following conditions (any one or
more of which may be waived in whole or in part by Buyer):

(a) Performance of Agreements and Covenants. All agreements and
covenants to be performed and satisfied by Seller hereunder on or prior to
the Closing Date shall have been duly performed and satisfied by Seller in
all material respects.

(b) Representations and Warranties True. The representations and
warranties of Seller contained in this Agreement that are qualified as to
materiality shall be true and correct, and all other representations and
warranties of Seller contained in this Agreement shall be true and correct
except for breaches of, or inaccuracies in, such representations and
warranties that, in the aggregate, would not have a material adverse effect
on the Purchased Assets taken as a whole, in each such case on and as of
the Closing Date with the same effect as though made on and as of the
Closing Date, and there shall be delivered by Seller on the Closing Date a
certificate, in form and substance reasonably satisfactory to Buyer and its
counsel, duly signed by an officer of Seller, to that effect.

(c) Cell Bank Viability. The Working Cell Banks shall have been
certified as being in viable condition in accordance with the procedures
set forth in the Testing Procedures.

(e) Foreign Competition Laws. Any necessary approvals shall have been
received or any applicable period for action shall have expired under the
applicable laws or regulations of foreign national or supra-national
competition authorities set forth on Schedule 6.7.

(g) Other Agreements. Seller shall have delivered to Buyer a duly
executed copy of each of the Other Agreements.

(h) Board Approval. Buyer shall have obtained the necessary approval
to consummate the transactions contemplated hereby from its board of
directors.

(i) Material Adverse Change. There shall not have been a material
adverse change in the Seller's business, financial condition, prospects,
assets or operations relating to the Purchased Assets.

ARTICLE 9

Post-Closing Covenants, Other Agreements

9.1 Assumed Liabilities. Buyer agrees to keep a list describing in detail
the Assumed Liabilities paid by Buyer or Buyer's Affiliates and to retain all
documentation supporting actual payment of each Assumed Liability. Buyer will
submit such list and such documentation to Seller within thirty (30) days after
the end of each calendar quarter until the Promissory Note has been paid,
satisfied or discharged by Buyer or Buyer's Affiliates.

9.2 Availability of Records. After the Closing, Buyer, shall make available
to Seller as reasonably requested by Seller, its agents and representatives, or
as requested by any taxing authority or any governmental authority, all
information, records and documents relating to the Purchased Assets for all
periods prior to Closing and shall preserve all such information, records and
documents until the later of: (a) six (6) years after the Closing; (b) the
expiration of all statutes of limitations for Taxes for periods prior to the
Closing, or extensions thereof applicable to Seller for Tax information, records
or documents; or (c) the required retention period for all government contract
information, records or documents. Buyer shall also make available to Seller, as
reasonably requested by Seller at Seller's cost, personnel responsible for
preparing or maintaining information, records and documents, in connection with
Tax matters, governmental contracts, litigation or potential litigation,
including without limitation, product liability, general insurance liability and
automobile insurance liability. Prior to destroying any records related to
Seller for the period prior to the Closing, Buyer shall notify Seller ninety
(90) days in advance of any such proposed destruction of its intent to destroy
such records, and Buyer will permit Seller to retain any such records. With
respect to any litigation and claims that are Excluded

Liabilities, Buyer shall render at Seller's cost all reasonable assistance that
Seller may request in defending such litigation or claim and shall make
available to Seller personnel who most knowledgeable about the matter in
question.

9.3 Use of Trade or Service Marks. Other than pursuant to the Inventory
Trademark License Agreement, neither Buyer nor any of Buyer's Affiliates shall
use or permit its distributors to use the name "Xxxxxx Laboratories" or any
other corporate, trade or service marks or names owned or used by Seller or
Seller's Affiliates, or the ABBOKINASE(R) trademark, unless such marks or names
are specifically included in the Purchased Assets. Except to the extent
indicated on Schedule 2.1(f), all Product packaging of the Purchased Assets as
of the Closing used to package Products manufactured by Buyer or any Affiliate
of Buyer after the Closing shall bear a new code identification that indicates
the Products were manufactured by Buyer.

9.4 Tax Matters.

(a) Bifurcation of Taxes. Subject to Section 3.4, Seller and its
Affiliates shall be solely liable for all Taxes imposed upon Seller
attributable to the Purchased Assets for all taxable periods ending on or
before the Closing Date. Buyer and its Affiliates shall be solely liable
for any Taxes imposed upon Buyer attributable to the Purchased Assets for
any taxable year or taxable period commencing after the Closing Date.

(b) Transfer Taxes. Buyer shall be liable for all sales, use, transfer
and documentary taxes and recording and filing fees applicable to the
transfer of the Purchased Assets. If (i) Buyer, in accordance with the Tax
laws of the applicable states of the United States, timely furnishes to
Seller a resale certificate evidencing its purchase of the Inventory
pursuant to this Agreement for the purpose of resale in the ordinary course
of Buyer's business, and (ii) the other Purchased Assets are exempt from
sales, use or similar Taxes, Seller agrees not to collect sales Tax with
respect to such Purchased Assets.

(c) Cooperation and Records. After the Closing Date, Buyer and Seller
shall cooperate in the filing of any Tax returns or other Tax-related forms
or reports, to the extent any such filing requires providing each other
with necessary relevant records and documents relating to the Purchased
Assets. Seller and Buyer shall cooperate in the same manner in defending or
resolving any Tax audit, examination or Tax-related litigation. Buyer and
Seller shall cooperate in the same manner to minimize any transfer, sales
and use Taxes. Nothing in this Section shall give Buyer or Seller any right
to review the other's Tax returns or Tax related forms or reports.

(d) Inventory Resale Certificates. At the Closing, Buyer shall execute
and deliver to Seller resale certificates for all inventory items
transferred to Buyer.

(e) Bulk Sales Laws. Seller and Buyer waive compliance with bulk sales
laws for tax purposes.

9.5 Chargebacks. Seller shall be responsible for all Seller Chargebacks,
and Buyer shall be responsible for all Buyer Chargebacks. In the event a Seller
Chargeback is charged to Buyer, Buyer shall honor such Seller Chargeback, Buyer
shall invoice Seller for such Buyer-honored Seller Chargebacks on a monthly
basis, and Seller shall pay such invoiced amounts to Buyer within thirty (30)
days of the date of any invoice. In the event a Buyer Chargeback is charged to
Seller, Seller shall honor such Buyer Chargeback, Seller shall invoice Buyer for
such Seller-honored Buyer Chargebacks on a monthly basis, and Buyer shall pay
such invoiced amounts to Seller within thirty (30) days of the date of any
invoice provided that such invoice includes a lot number for each Product for
which a Chargeback was paid. In the event that both Buyer and Seller pay a
Chargeback to a customer, then as between Buyer and Seller, the party that sold
the lot to such customer shall be responsible for reconciling any such double
payment.

9.6 Non-competition by Seller. Seller covenants and agrees that neither it
nor any of its Affiliates or related parties will, directly or indirectly, on
behalf of itself or any other party, sell, market, promote, distribute, license,
research or develop in the United States any Thrombolytic Therapy Product for a
period of three (3) years commencing on the Closing Date, or invest in (other
than Buyer), participate in or assist any other entity with respect to any of
the foregoing. Notwithstanding the foregoing, nothing in this Section 9.6 shall
prevent Seller from (i) acquiring a third party that derives 10% or less of its
annual net sales from the development, sale, marketing, promotion or
distribution of any Thrombolytic Therapy Product; or (ii) engaging in research,
developing, selling, marketing, promoting and/or distributing any product that
may be used on an off-label basis as a Thrombolytic Therapy Product, provided
that any such research, development, promoting and marketing is not intended for
use of the product as a Thrombolytic Therapy Product.

9.7 Regulatory Transfer. Seller agrees to make available to Buyer at
Seller's offices all portions of the NDA 76-1021 file that Seller has not
previously delivered to Buyer pursuant to Section 4.2(c) as soon as practicable
but in no event later than 180 days after the Closing Date.

9.8 Post-Closing Delivery. Seller agrees to store the tangible Purchased
Assets in its facilities for the benefit of Buyer for 90 days after Closing at
no cost to the Buyer; thereafter Buyer shall pay Seller an amount equal to
$1,000 per day for such storage. Buyer agrees to arrange for physical delivery
to Buyer of the tangible Purchased Assets in Seller's possession within such 90
day period. Buyer and Seller acknowledge that title and risk of loss with
respect to all Purchased Assets shall pass to Buyer at Closing. Seller agrees to
use commercially reasonable efforts to preserve and maintain the tangible
Purchased Assets in good working condition and to protect such Purchased Assets
against spoilage, deterioration and other wasting.

9.9 Transition Services. Seller agrees to make available to Buyer, at no
cost to Buyer, personnel who are familiar with the regulatory compliance,
quality assurance, medical reporting and commercialization relating to the
Product for up to a maximum of 300 manhours for a period of time beginning 5
days after the Closing and ending on the date that is six (6) months following
the Closing Date, pursuant to which Seller personnel will provide explanations
and answer questions that are reasonably necessary to allow Buyer to effectively
identify, organize and utilize the Purchased Assets that Buyer has acquired from
Seller. In the event that Buyer desires in excess of 300 manhours for such
assistance, and Seller agrees to provide such additional assistance, Buyer shall
pay to Seller $250 per additional manhour for up to a maximum of 200

additional manhours. Buyer will reimburse Seller for all reasonable costs and
expenses relating to the travel and lodging incurred by such personnel (which
shall not be included in the fee described above). Seller will use commercially
reasonable efforts to provide these services to Buyer in a manner substantially
similar to industry standards, except to the extent the parties may otherwise
agree. The obligations of Seller under Section 2.5 shall be provided without
cost to Buyer and are in addition to the services to be provided pursuant to
this Section 9.9.

9.10 No Other Compensation.

Buyer hereby agrees that the terms of this Agreement and the Other
Agreements fully define all consideration, compensation and benefits, monetary
or otherwise, to be paid, granted or delivered by Buyer to Seller in connection
with the transactions contemplated herein and therein. Buyer has not previously
paid nor entered into any other commitment to pay, whether orally or in writing,
any Seller employee, directly or indirectly, any consideration, compensation or
benefits, monetary or otherwise, in connection with the transaction contemplated
herein.

ARTICLE 10

Indemnification and Survival

10.1 Indemnification by Seller.

(a) Seller's Indemnity. To the extent set forth in this Section 10.1,
Seller agrees to indemnify and hold harmless Buyer and its Affiliates at
all times against and in respect of all losses, liabilities, costs and
expenses (including, without limitation, reasonable attorneys' fees)
(collectively, "Losses") which Buyer or its Affiliates may suffer or incur
to the extent arising out of or based upon (i) any breach of any of the
representations and warranties of Seller set forth in this Agreement, (ii)
any breach of any of the covenants and agreements of Seller set forth in
this Agreement, (iii) any Excluded Liability, or (iv) the production,
development, trial, research, marketing use, or distribution of the
Products prior to the Closing Date.

(b) Limitations on Seller's Indemnity.

(i) Seller shall not be liable for any Loss described in Section
10.1(a)(i) until the aggregate of all such Losses for which the Seller
is liable are in excess of $250,000. Notwithstanding the foregoing,
Seller shall not indemnify or hold harmless the Buyer or its
Affiliates against any such individual Loss unless such Loss exceeds
Fifty Thousand U.S. dollars ($50,000) and no such individual Loss of
less than Fifty Thousand Dollars ($50,000) (exclusive of attorneys'
fees) shall be considered in determining whether the aggregate Losses
exceed the deductible set forth in the preceding sentence.

(ii) Seller's aggregate liability for all Losses described in
Section 10.1(a)(i) shall not exceed Five Million U.S. dollars ($5.0
million); provided, however, that upon Buyer's satisfaction of all of
its Obligations (as defined in the Promissory Note), Seller's
liability for such Losses shall not exceed Twenty Million U.S. dollars
($20.0 million).

(iii) Neither Seller nor Seller's Affiliates shall have liability
to Buyer or Buyer's Affiliates for any consequential, incidental or
punitive damages, and Losses indemnifiable hereunder shall not include
such damages.

(c) Notice of Claims. Buyer shall promptly notify Seller in writing of
all matters which may give rise to the right to indemnification hereunder
upon becoming aware of any such matters, it being understood that if Seller
does not receive notice of any matter known to Buyer and as to which Buyer
or its Affiliates are entitled to indemnification hereunder in time to
contest the determination of any such liability which is susceptible to
being successfully contested, Seller shall be relieved of its
responsibilities hereunder to the extent such failure to deliver notice
shall have harmed Seller. Buyer shall not admit any liability with respect
to, or settle, compromise or discharge, any such matter covered by this
Section 10.1 without Seller's prior written consent (which shall not be
unreasonably withheld or delayed). Seller shall have the right, with the
consent of Buyer (which shall not be unreasonably withheld or delayed), to
settle all indemnifiable matters related to claims by third parties which
are susceptible to being settled, and to defend (without the consent of
Buyer) through counsel of its own choosing, at its own expense, any action
which may be brought by a third party in connection therewith; provided,
however, that Buyer shall have the right to have its counsel participate
fully in such defense at its own expense. Buyer and Seller shall keep each
other informed of all settlement negotiations with third parties regarding
the provisions hereof and of the progress of any litigation with third
parties regarding the provisions hereof. Buyer and Seller shall permit each
other reasonable access to books and records and otherwise cooperate with
all reasonable requests of each other in connection with any indemnifiable
matter resulting from a claim by a third party.

10.2 Indemnification by Buyer.

(a) Buyer's Indemnity. Buyer agrees to indemnify and hold harmless
Seller and its Affiliates at all times against and in respect of Losses
which Seller and its Affiliates may suffer or incur to the extent arising
out of or based upon: (i) any breach of any of the representations,
warranties, covenants and agreements of Buyer set forth in this Agreement
or the Other Agreements; (ii) any Assumed Liability; or (iii) the ownership
of the Purchased Assets after the Closing Date (except Losses covered by
Section 10.1(a)(iv)).

(b) Limitations on Buyer's Indemnity.

(i) Buyer shall not be liable for any Loss described in Section
10.2(a)(i) until the aggregate of all such Losses for which the Buyer
is liable are in excess of $250,000. Notwithstanding the foregoing,
Buyer shall not indemnify or hold harmless the Seller or its
Affiliates against any such individual Loss unless such Loss exceeds
Fifty Thousand U.S. dollars ($50,000) and no such individual Loss of
less than Fifty Thousand Dollars ($50,000) (exclusive of attorneys'
fees) shall be considered in determining whether the aggregate Losses
exceed the deductible set forth in the preceding sentence.

(ii) Buyer's aggregate liability for all Losses described in
Section 10.2(a)(i) shall not exceed Five Million U.S. dollars ($5.0
million); provided, however, that upon Buyer's satisfaction of all its
Obligations (as defined in the Promissory Note), Buyer's liability for
such Losses shall not exceed Twenty Million U.S. dollars ($20.0
million).

(iii) Neither Buyer nor Buyer's Affiliates shall have liability
to Seller or Seller's Affiliates for any consequential, incidental or
punitive damages, and Losses indemnifiable hereunder shall not include
such damages.

(c) Notice of Claims. Seller shall promptly notify Buyer in writing of
all matters which may give rise to the right to indemnification hereunder
upon becoming aware of any such matters, it being understood that if Buyer
does not receive notice of any matter known to Seller and as to which
Seller and its Affiliates is entitled to indemnification hereunder in time
to contest the determination of any such liability which is susceptible to
being successfully contested, Buyer shall be relieved of its
responsibilities hereunder to the extent such failure to deliver notice
shall have harmed Buyer. Seller shall not admit any liability with respect
to, or settle, compromise or discharge any such matter covered by this
Section 10.2 without Buyer's prior written consent (which shall not be
unreasonably withheld or delayed). Buyer shall have the right, with the
consent of Seller (which shall not be unreasonably withheld or delayed), to
settle all indemnifiable matters related to claims by third parties which
are susceptible to being settled, and to defend (without the consent of
Seller) through counsel of its own choosing, at its own expense, any action
which may be brought by a third party in connection therewith; provided,
however, that Seller shall have the right to have its counsel participate
fully in such defense at its own expense. Buyer and Seller shall keep each
other informed of all settlement negotiations with third parties regarding
the provisions hereof and of the progress of any litigation with third
parties regarding the provisions hereof. Buyer and Seller shall permit each
other reasonable access to books and records and otherwise cooperate with
all reasonable requests of each other in connection with any indemnifiable
matter resulting from a claim by a third party.

10.3 Survival. The representations and warranties of the parties contained
herein shall survive the Closing for a period of eighteen (18) months at which
time they shall expire; provided, however, that claims previously made in
writing with respect to breaches of such representations and warranties shall be
indemnifiable in accordance with this Article 10. No

claim may be made based upon an alleged breach of any of such representations or
warranties whether for indemnification in respect thereof or otherwise, unless
written notice of such claim, in reasonable detail, is given to Buyer or to
Seller, as the case may be, within said eighteen (18) months period following
the Closing. The indemnification obligations of Seller for Excluded Liabilities
shall survive the Closing indefinitely.

10.4 Exclusive Remedy. From and after the Closing, the rights and remedies
set forth in this Article 10 shall constitute the sole and exclusive rights and
remedies of Buyer and Seller with respect to this Agreement, the events giving
rise to this Agreement and the transactions contemplated hereby, except as
provided in Section 2.5.

10.5 Net Losses and Subrogation.

(a) Notwithstanding anything contained herein to the contrary, the
amount of any Losses incurred or suffered by a Person entitled to
indemnification hereunder (an "Indemnified Person") shall be calculated
after giving effect to: (i) any insurance proceeds received by the
Indemnified Person (or any of its Affiliates) with respect to such Losses;
(ii) any Tax benefit actually realized by the Indemnified Person (or any of
its Affiliates) arising from the facts or circumstances giving rise to such
Losses; and (iii) any recoveries obtained by the Indemnified Person (or any
of its Affiliates) from any other third party. Each Indemnified Person
shall exercise its commercially reasonable efforts to obtain such proceeds,
benefits and recoveries. If any such proceeds, benefits or recoveries are
received by an Indemnified Person (or any of its Affiliates) with respect
to any Losses after the Indemnified Person (or any Affiliate) has received
the benefit of any indemnification hereunder with respect thereto, the
Indemnified Person (or such Affiliate) shall pay to the Person providing
the indemnification (the "Indemnifying Person") the amount of such
proceeds, benefits or recoveries (up to the amount of the Indemnifying
Person's payment).

(b) Upon making any payment to an Indemnified Person in respect of any
Losses, the Indemnifying Person will, to the extent of such payment, be
subrogated to all rights of the Indemnified Person (and its Affiliates)
against any third party in respect of the Losses to which such payment
relates. Such Indemnified Person (and its Affiliates) and Indemnifying
Person will execute upon request all instruments reasonably necessary to
evidence or further perfect such subrogation rights.

10.6 Insurance. As of the date hereof, Buyer is the named insured under
insurance policies that are in full force and effect from an insurance company
with an A.M. Best rating of A++ or A+ (superior) providing the following minimum
levels of coverage: general comprehensive liability, including product
liability, insurance covering each occurrence of bodily injury and property
damage in an amount of not less than Five Million Dollars ($5,000,000) per
occurrence and not less than Five Million Dollars ($5,000,000) in the aggregate.
Buyer shall keep such insurance policies in force during the term of its
indemnity obligations to the Seller under this Agreement and, within sixty (60)
days of the Closing Date, shall obtain general comprehensive liability,
including product liability, insurance covering each occurrence of bodily injury
and property damage in an amount of not less than Five Million Dollars
($5,000,000) per occurrence and not less than Ten Million Dollars ($10,000,000)
in the

aggregate. Buyer shall (a) cause the insurer to endorse the insurance policy to
provide for written notification to the Seller by the insurer not less than
thirty (30) days prior to cancellation, expiration or modification and (b) name
the Seller as an additional insured on the insurance policy. Buyer shall furnish
the Seller with a certificate of insurance evidencing compliance with this
Section 10.6 and referencing this Agreement within sixty (60) days of the
Closing Date or, in the event of insurance renewal, within ten (10) days of such
renewal.

ARTICLE 11

Termination

11.1 Termination of Agreement. This Agreement may be terminated at any time
prior to the Closing Date with the mutual consent of Buyer and Seller.

11.2 Automatic Termination. This Agreement shall terminate automatically if
the Closing Date shall not have occurred on or before April 28, 2006, or such
later date as shall have been agreed to by the parties hereto.

11.3 Continuing Effectiveness. If this Agreement shall be terminated as
herein set forth, both parties agree that they will remain obligated under, and
will comply with, the provisions of Article 10 and Sections 12.2, 12.3, 12.4,
12.7, 12.9, 12.13, and 12.15.

ARTICLE 12

Miscellaneous

12.1 Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that no assignment shall be made by either party without the
prior express written consent of the other party. Notwithstanding the foregoing,
either party may assign its rights and obligations under this Agreement without
such consent to an Affiliate or in connection with a sale, merger or other
transaction involving a transfer of substantially all of its assets; provided
that, Buyer may not assign its rights and obligations under this Agreement
without the prior written consent of Seller until such time as Buyer's
Obligations (as defined in the Promissory Note) under the Promissory Note have
been indefeasibly paid in full.

12.2 No Press Release Without Consent. No press release related to this
Agreement or the transactions contemplated herein, or other announcement to
either the customers or suppliers of Seller or investors or potential investors
in Buyer will be issued without the joint approval of Seller and Buyer, except:
(a) any public disclosure which Seller or Buyer in its good faith judgment
believes is required by law, rule or regulation or by any stock exchange or
interdealer quotation system on which its securities are listed or quoted (in
which case the party making the disclosure will use its reasonable best efforts
to consult with the other party prior to making any such disclosure) and (b)
that Seller may make an announcement related to this Agreement and the
transactions contemplated hereby to its employees. Buyer and Seller will
cooperate to prepare a joint press release to be issued on the Closing Date or,
upon the request of Seller, at the time of the signing of this Agreement.

12.3 Confidentiality. All information gained by either party concerning the
other as a result of the transactions contemplated hereby ("Confidential
Information"), including the execution and consummation of the transactions
contemplated hereby and the terms thereof, will be kept in strict confidence,
subject to disclosures permitted pursuant to Section 12.2. All Confidential
Information will be used only for the purpose of consummating the transactions
contemplated hereby. Following the Closing, all Confidential Information
relating to the Products disclosed by Seller to Buyer shall become the
Confidential Information of Buyer, subject to the restrictions on use and
disclosure by Seller imposed under this Section 12.3. Neither Seller nor Buyer
shall, without having previously informed the other party about the form,
content and timing of any such announcement, make any public disclosure with
respect to the Confidential Information or transactions contemplated hereby,
except:

(i) As may be required by (a) law, rule or regulation, (b) the
Securities and Exchange Commission (the "SEC"), (c) the Securities Act
or the Exchange Act, or (d) any listing agreement with the New York
Stock Exchange, the National Association of Securities Dealers, Inc.
or any national securities exchange to which Seller or Buyer as
applicable, is subject; provided that, in any such event, the party
required to make the disclosure will (I) provide the other party with
prompt written notice of any such requirement so that such other party
may seek a protective order or other appropriate remedy, (II) consult
with and exercise in good faith all reasonable efforts to mutually
agree with the other party regarding the nature, extent and form of
such disclosure, (III) limit disclosure of Confidential Information to
what is legally required to be disclosed, and (IV) exercise its best
efforts to preserve the confidentiality of any such Confidential
Information; or

(ii) Upon prior written approval from Seller, Buyer may disclose
the terms of this agreement and the transactions contemplated hereby
to an actual or prospective lender, investor, partner or agent,
subject to a non-disclosure agreement pursuant to which such lender,
investor, partner or agent agrees to be bound by the terms of this
Section 12.3.

12.4 Expenses. Subject to Section 9.4(b), each party shall bear its own
expenses with respect to the transactions contemplated by this Agreement.

12.5 Severability. Each of the provisions contained in this Agreement shall
be severable, and the unenforceability of one shall not affect the
enforceability of any others or of the remainder of this Agreement.

12.6 Entire Agreement. This Agreement may not be amended, supplemented or
otherwise modified except by an instrument in writing signed by all of the
parties hereto. This Agreement, the Other Agreements and the Confidentiality
Agreement contain the entire agreement of the parties hereto with respect to the
transactions covered hereby, superseding all negotiations, prior discussions and
preliminary agreements made prior to the date hereof.

12.7 No Third Party Beneficiaries. This Agreement is for the sole benefit
of the parties hereto and their permitted assigns and nothing herein, express or
implied (including Article 10), shall give or be construed to give to any
Person, other than the parties hereto and such permitted assigns, any legal or
equitable rights hereunder.

12.8 Waiver. The failure of any party to enforce any condition or part of
this Agreement at any time shall not be construed as a waiver of that condition
or part, nor shall it forfeit any rights to future enforcement thereof. Any
waiver hereunder shall be effective only if delivered to the other party hereto
in writing by the party making such waiver.

12.9 Governing Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware without regard
to the conflicts of laws provisions thereof.

12.10 Headings. The headings of the sections and subsections of this
Agreement are inserted for convenience only and shall not be deemed to
constitute a part hereof.

12.11 Counterparts. The parties may execute this Agreement in one or more
counterparts, and each fully executed counterpart shall be deemed an original.

12.12 Further Documents. Each of Buyer and Seller will, and will cause its
respective Affiliates to, at the request of another party, execute and deliver
to such other party all such further instruments, assignments, assurances and
other documents as such other party may reasonably request in connection with
the carrying out of this Agreement and the transactions contemplated hereby.

12.13 Notices. All communications, notices and consents provided for herein
shall be in writing and be given in person or by means of telex, facsimile or
other means of wire transmission (with request for assurance of receipt in a
manner typical with respect to communications of that type), by overnight
courier or by mail, and shall become effective: (a) on delivery if given in
person; (b) on the date of transmission if sent by telex, facsimile or other
means of wire transmission; (c) one (1) business day after delivery to the
overnight service; or (d) four (4) business days after being mailed, with proper
postage and documentation, for first-class registered or certified mail,
prepaid.

Notices shall be addressed as follows:

If to Buyer, to:

ImaRx Therapeutics, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxxx, Xxxxxxx 00000
Attn: Xxxx Xxxx
Facsimile Number: (000) 000-0000

with copies to:

DLA Xxxxx Xxxxxxx Xxxx Xxxx LLP
000 Xxxxx Xxxxxx, Xxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx
Facsimile Number: (000) 000-0000

If to Seller, to:

Xxxxxx Laboratories
000 Xxxxxx Xxxx Xxxx
Xxxxxxxx XX0X, Department 364
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Attn: General Counsel
Facsimile Number: (000) 000-0000

with copies to:

Xxxxxxxx & Xxxxx LLP
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: R. Xxxxx Xxxx, P.C.
Facsimile Number: (000) 000-0000

provided, however, at the time of mailing or within three business days
thereafter there is or occurs a labor dispute or other event that might
reasonably be expected to disrupt the delivery of documents by mail, any
communication, notice or consent provided for herein shall be given in person or
by means of telex, facsimile or other means of wire transmission or by overnight
courier, and further provide that if any party shall have designated a different
address by notice to the others, then to the last address so designated.

12.14 Schedules. Buyer and Seller agree that any disclosure in any Schedule
attached hereto shall (a) constitute a disclosure under each other Schedule
referred to herein for all purposes of this Agreement, whether or not such
disclosure is specifically referenced within such other Schedule, if it is
reasonably apparent on the face of the disclosure that it is applicable to any
particular Schedule, and (b) not establish any threshold of materiality. Seller
or Buyer may, from time to time prior to or at the Closing, by notice in
accordance with the terms of this Agreement, supplement or amend any Schedule,
including one or more supplements or amendments to correct any matter which
would constitute a breach of any representation, warranty, covenant or
obligation contained herein. No such supplemental or amended Schedule shall be
deemed to cure any breach for purposes of Section 8.2(b). If, however, the
Closing occurs, any such supplement and amendment will be effective to cure and
correct for all other purposes any breach of any representation, warranty,
covenant or obligation which would have existed if Seller or Buyer had not made
such supplement or amendment, and all references to any Schedule hereto which is
supplemented or amended as provided in this Section 12.14 shall for all purposes
at and after the Closing be deemed to be a reference to such Schedule as so
supplemented or amended.

12.15 Construction. The language in all parts of this Agreement shall be
construed, in all cases, according to its fair meaning. The parties acknowledge
that each party and its counsel have reviewed and revised this Agreement and
that any rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of this Agreement. Words in the singular shall be deemed to include the plural
and vice versa and words of one gender shall be deemed to include the other
gender as the context requires. The terms "hereof," "herein," and "herewith" and
words of similar import shall, unless otherwise stated, be construed to refer to
this Agreement as a whole (including all of the Schedules and Exhibits hereto)
and not to any particular provision of this Agreement. Article, Section, Exhibit
and Schedule references are to the Articles, Sections, Exhibits, and Schedules
to this Agreement unless otherwise specified. Unless otherwise stated, all
references to any agreement shall be deemed to include the exhibits, schedules
and annexes to such agreement. The word "including" and words of similar import
when used in this Agreement shall mean "including, without limitation," unless
the context otherwise requires or unless otherwise specified. The word "or"
shall not be exclusive. Unless otherwise specified in a particular case, the
word "days" refers to calendar days. References herein to this Agreement or any
Other Agreement shall be deemed to refer to this Agreement or such Other
Agreement as of the date of such agreement and as it may be amended thereafter,
unless otherwise specified.

* * * * * * * * * * *

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.

IMARX THERAPEUTICS, INC.

By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Executive
Officer

XXXXXX LABORATORIES

By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President, Global Licensing/
New Business Development

SCHEDULE 1.1 - KNOWLEDGE PERSONS

SELLER

1. Xxxx Xxxxx

2. Xxxx Xxxxxxxx

3. Xxxxx Xxxxxx

4. Xxxxxxx Xxxxxxxx

0. Xxxxx Xxxxx

6. Xxxxxxx Xxxxxxxx

7. Xxxxxxx Xxxxxxx

SCHEDULE 2.1(B) - TRANSFERRED INTELLECTUAL PROPERTY

PATENTS

U.S. Patent No. 5,260,872 (the "Xxxxxxxx Patent")
Wholly owned by Abbott
Inventors: Xxxxxxxx et al.
Title: Automated Testing System
Issue Date: November 9, 1993
Expiration Date: November 9, 2010
No foreign corresponding patent(s) have been filed.

TRADEMARKS

None

SCHEDULE 2.1(C) - CELL BANKS

CELL LINE CD 7, CD 8 AND CD1 INVENTORIES
3/16/06

EXPLANT

CELL LINE NO. OF CELLS X 10(6) APPROXIMATE NO. OF AMPULES
--------- -------------------- --------------------------

CD 7 100 5
CD 8 274.6 14

SUBCULTURE 2

CELL LINE NO. OF CELLS X 10(6) APPROXIMATE NO. OF AMPULES
--------- -------------------- --------------------------

CD 7 21771 362
CD 8 4650 77
CD 1 41630 693

SCHEDULE 2.1(D)(I) - CONTRACTS

1. Abbokinase Fill and Finish Agreement between Hospira, Inc. and Xxxxxx
Laboratories, dated April 16, 2004.

2. Clinical Study Agreement by and among Southern Illinois University,
Memorial Medical Center, St. John's Hospital and Xxxxxx Laboratories (Xxx
X. Xxxxxxx, PI) dated November 25, 2003.

3. Clinical Study Agreement between The University of Chicago and Xxxxxx
Laboratories (Xxxx Xxxxx, PI) dated July 28, 2003.

SCHEDULE 2.1(G) - SALES MATERIALS

1. Seller's Siebel CRM database of sales and other information relating to the
Product in electronic format(1)

2. Physician call records from the Product sales force

3. Sales training materials relating to the Product

4. Sales territory breakouts (i.e., number of reps/regions, assigned accounts)
relating to sales of the Product

5. Promotional literature relating to promotion of the Product

6. Physician detail materials relating to the Product

7. Launch meeting materials (i.e., slides, program, hand-outs, etc.) relating
to the Product

8. Product label and package inserts in electronic format

----------
(1) Seller's transfer of the Siebel CRM database hereunder does not in anyway
constitute a license or sublicense of any Siebel software product by Seller
to Buyer or any of its Affiliates.

SCHEDULE 2.1(H) - PRODUCT APPLICATIONS

1. New Drug Application 76-1021.

2. The following supplements to NDA 76-1021 have been approved or are pending
approval by the Food and Drug Administration (the "FDA").

Date
Supplement Supplement Type of Date Supplement
Number Submitted Supplement Supplement Description Approved
---------- ---------- ---------- ----------------------------------- ---------------

S-076 12/31/01 PAS Provides for: (i) changes in the 10/10/02
procurement and processing of
neonatal kidney cells; (ii)
improvements in the manufacture
and testing of the drug substance
and drug product; (iii) revised
release specifications for the
drug substance and drug product;
(iv) a revised lot release
protocol; (v) withdrawal of the
OPEN-CATH(R) dosage strengths; and
(vi) revised labeling. Labeling
revisions include updated
information regarding product
source and adverse reactions, as
well as withdrawal of the
coronary artery thrombosis and
catheter clearance indications.

S-083 05/02/03 CBE-30 Provides for the addition of a 09/25/03
0.45 um pre-filter and a 0.22 um
filtration step immediately prior
to the ultrafiltration step in the
urokinase isolation process.

S-089 09/30/03 CBE-30 Provides for the storage of the 04/01/04
CG-50 resin at an alkaline pH as
an alternative regeneration
process to manage bioburden
control.

S-090 11/01/03 CBE-0 Provides for the replacement of 05/03/04
the drug substance relative
amidolytic potency specification
with an amidolytic potency
specification; and to revise the
drug product bacterial endotoxin
test method.

S-092 1/6/04 CBE-0 Provides for the revision of the 7/8/04
lot release protocol to include
changes to the drug substance
specifications and drug product
bacterial endotoxin test method.

S-095 4/26/04 PAS Provides for the storage of drug Pending
substance at <-50 degrees C in a
Nalgene plastic bottle.

TBD 5/19/04 CBE-30 Provides for a test location Pending
change for the drug substance in
vitro adventitious virus test
from a contract lab to Xxxxxx
Labs.

SCHEDULE 2.1(J) - STOCK-IN-TRADE

Abbokinase Lot# 15-342-S2 For Clinical Study M03-585

180 vials in Xxxxxx'x Clinical Warehouse
120 vials with Clinical Study Cooperators

SCHEDULE 2.1(K) - RAW MATERIALS

Abbott
Code Unit of
Number Qty. Measure Code Description Retest
------ ------------ ------- --------------------- ------

72706 1.85 Ltr TRYPSIN 2 Year
59384 12,582.00 Ltr Protein Hydrolysate 2 Year
11379 100,000.00 gm Aminocaproic Acid NA
19670 1,518,419.50 gm Dextrose 2 Year
13156 52.99 lt Octyl Alcohol 2 Year
13937 2,042.57 kg Ion Exchange Resin 2 Year
16131 1,179,540.00 ml BEE 1 Year
21442 1,139.00 lt Bovine Serum 1 Year
22441 2,757,240.00 ug EGF, Growth Factor 3 Year
23366 117,420.88 gm Dextran, Cross Linked 2 Year
23373 95,128.60 gm Dextran, Cross Linked 2 Year
24092 6,115.00 ml DMSO 2 Year
33802 30,268.00 gm L-Glutamine 2 Year
43740 327,231.00 gm Magnesium Sulfate 2 Year
44488 3,565,915.00 gm MED-199 2 Year
56664 5,944.20 gm Phenol Red 2 Year
66340 1,570,960.00 gm Sodium Phosphate 2 Year
72704 856.20 gm Trypsin Powder 2 Year
74813 200,992.60 gm Vitamin BME 2 Year
87324 13,575.00 lt Serum, Newborn Calf 1 Year

SCHEDULE 2.5 - MIXED GPO CONTRACTS

1. Agreement for Pharmaceutical Products by and between Xxxxxx Laboratories
Inc. and Broadlane, Inc., dated as of August 21, 2001. *

2. Abbokinase(R) (urokinase) Contract between Good Samaritan Hospital and
Xxxxxx Laboratories Inc. dated as of June 25, 2003.

3. Abbokinase(R) (urokinase) Contract between Kenosha Hospital and Medical
Center and Xxxxxx Laboratories Inc. dated as of Aug. 1, 2003.

4. Abbokinase(R) (urokinase) Contract between Littleton Adventist Hospital and
Xxxxxx Laboratories Inc. dated as of Sept. 1, 2003.

5. Abbokinase(R) (urokinase) Contract between Xxxxxxx St. Xxxxxxx Health
Center and Xxxxxx Laboratories Inc. dated as of August 1, 2003.

6. Abbokinase(R) (urokinase) Contract between Xxxxxx Adventist Hospital and
Xxxxxx Laboratories Inc. dated as of Sept. 1, 2003.

7. Abbokinase(R) (urokinase) Contract between St. Xxxxxxx Central Hospital and
Xxxxxx Laboratories Inc. dated as of Oct. 1, 2003.

8. Abbokinase(R) (urokinase) Contract between St. Catherine's Hospital and
Xxxxxx Laboratories Inc. dated as of Aug. 1, 2003.

9. Abbokinase(R) (urokinase) Contract between St. John's Health System and
Xxxxxx Laboratories Inc. dated as of Oct. 22, 2002.

10. Abbokinase(R) (urokinase) Contract between St. John's Hospital and Xxxxxx
Laboratories Inc. dated as of March 1, 2003.

11. Abbokinase(R) (urokinase) Contract between St. Joseph's Medical Center and
Xxxxxx Laboratories Inc. dated as of Oct. 15, 2003.

12. Abbokinase(R) (urokinase) Contract between St. Mary's Medical Center and
Xxxxxx Laboratories Inc. dated as of July 1, 2003.

13. Abbokinase(R) (urokinase) Contract between St. Xxxxxxx Infirmary and Xxxxxx
Laboratories Inc. dated as of May 29, 2003.

14. Vendor Agreement between Xxxxxx Laboratories Inc. and MedAssets HSCA, Inc.,
dated as of September 3, 2002, as amended.

15. Contract between University of Michigan Health System and Xxxxxx
Laboratories Inc. dated as of Oct. 1, 2004.

16. Contract between Xxxxxx Laboratories Inc., Pharmaceutical Products
Division, and the State of Minnesota, Commissioner of Administration (on
behalf of the

Minnesota Multistate Contracting Alliance for Pharmacy), dated as of June
2, 2004.

17. Pharmacy Supplier Agreement between Xxxxxx Laboratories Inc. and Novation,
LLC, dated as of March 13, 2001, as amended. *

18. Pharmaceutical Purchasing Agreement (PACT) between Xxxxxx Laboratories Inc.
and Purchasing Alliance for Clinical Therapeutics, dated as of April 1,
2004. *

19. Group Purchasing Agreement between Xxxxxx Laboratories Inc. and Premier
Purchasing Partners, L.P., dated as of July 1, 1998, as amended. *

20. Corporate Strategic Agreement between Xxxxxx Laboratories Inc. and Xxxxx
Xxxxxxx Health System Corporation, dated as of June 1, 2002.

21. Abbokinase(R) (urokinase) Contract between HC Pharmacy and Xxxxxx
Laboratories Inc. dated as of May 1, 2003.

22. Network Agreement between Xxxxxx Laboratories and Xxxxxx Permanente Medical
Care Program, dated March 16, 2006 and effective April 1, 2006. *

* INDICATES A "TOP FIVE" MIXED GPO CONTRACT FOR PURPOSES OF SECTION 2.5

SCHEDULE 5.4 - TITLE

None.

SCHEDULE 5.5 - INTELLECTUAL PROPERTY

None.

SCHEDULE 5.6 - LITIGATION

None.

SCHEDULE 5.7 - SELLER CONSENTS

1. Abbokinase Fill and Finish Agreement between Hospira, Inc. and Xxxxxx
Laboratories, dated April 16, 2004.

2. Notification to the FDA of the transfer of NDA 76-1021 will be required.

SCHEDULE 5.9 - FINANCIAL DATA

ABBOKINASE SALES DATA

Wholesaler
IMS Data(a) Reports
-------------------- To Abbott(b)
Dollars Units Units
----------- ------ ------------

Qtr 1, 2005 $ 6,422,215 17,058 15,579
Qtr 2, 2005 $ 5,066,668 13,426 11,555
Qtr 3, 2005 $ 3,871,022 10,323 10,742
Qtr 4, 2005 $ 3,745,832 9,808 10,275
----------- ------ ------
Total Year 2005 $19,105,737 50,615 48,151
=========== ====== ======

Monthly Data

October, 2005 $ 1,162,662 3,044 3,166
November, 2005 $ 1,181,214 3,087 3,329
December, 2005 $ 1,401,956 3,677 3,780
January, 2006 $ 1,224,207 2,992 3,414
February, 2006 $ 1,097,515 2,718 3,577

(a) Source: IMS Dataview

(b) Reflects sales units reported by the top 3 wholesalers (Cardinal,
McKesson, and ABC).

SCHEDULE 5.12 - GOVERNMENTAL AUTHORIZATIONS

None.

SCHEDULE 6.3 - BUYER CONSENTS

1. Approval of the board of directors of ImaRx Therapeutics, Inc.

2. Notification to the FDA of the transfer of NDA 76-1021 will be required.

SCHEDULE 6.8 - INDEBTEDNESS

1. Claim for patent reimbursement by Xxxxxx Diagnostics, Inc. against ImaRx
Therapeutics, Inc. in the amount of $218,856.

2. Secured Promissory Note made by ImaRx Therapeutics, Inc. in favor of Xxxxxx
Laboratories, dated as of September 30, 2005 in the initial principal
amount of $15,000,000, plus accrued interest thereon.

AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment"), is
entered into as of this 21st day of April, 2006, and amends the Asset Purchase
Agreement, dated as of April 10, 2006 (the "Asset Purchase Agreement"), by and
between Xxxxxx Laboratories ("Abbott") and ImaRx Therapeutics, Inc. ("ImaRx").
All capitalized terms used herein and not otherwise defined shall have the
meaning assigned to such terms in the Asset Purchase Agreement.

WHEREAS, Abbott and ImaRx have agreed to amend certain provisions of
the Asset Purchase Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

SECTION 1. AMENDMENT OF THE ASSET PURCHASE AGREEMENT

Effective as of the date hereof:

1.1 Schedule 2.1(d)(i) of the Asset Purchase Agreement is hereby
amended to delete item 1, "Abbokinase Fill and Finish Agreement between Hospira,
Inc. and Xxxxxx Laboratories, dated April 16, 2004," thereon in its entirety.

1.2 Schedule 5.7 of the Asset Purchase Agreement is hereby amended to
delete item 1, "Abbokinase Fill and Finish Agreement between Hospira, Inc. and
Xxxxxx Laboratories, dated April 16, 2004," thereon in its entirety.

SECTION 2. MISCELLANEOUS

2.1 Except as herein expressly amended, the Asset Purchase Agreement
is ratified and confirmed in all respects and shall remain in full force and
effect in accordance with its terms.

2.2 This Amendment may be executed by the parties hereto individually
or in combination, in one or more counterparts, each of which shall be an
original and all of which shall constitute one and the same agreement.

2.3 Delivery of an executed counterpart of a signature page to this
Amendment by telecopier or other electronic means shall be effective as delivery
of a manually executed counterpart of this Amendment.

[Remainder Intentionally Left Blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.

IMARX THERAPEUTICS, INC.

By: /s/ Xxxx Xxxx
------------------------------------
Name: Xxxx Xxxx
Title: Chief Financial Officer

XXXXXX LABORATORIES

By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President, Global Licensing/
New Business Development

SIGNATURE PAGE TO AMENDMENT TO
ASSET PURCHASE AGREEMENT

Document Metadata

Table of Contents

EXECUTION VERSION-2 ASSET PURCHASE AGREEMENT dated as of April 10, 2006

Document Metadata