8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2011

Thermo Fisher Scientific Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-8002	04-2209186
(State or Other Juris- diction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

81 Wyman Street Waltham, Massachusetts	02451
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (781) 622-1000

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Ex-99.1

Ex-99.2

Item 1.01. Entry into a Material Definitive Agreement.

     On May 19, 2011, Thermo Fisher Scientific Inc. (“Thermo Fisher”) entered into a definitive agreement to acquire the Phadia group, a global leader in allergy and autoimmunity diagnostics (“Phadia”). The Sale and Purchase Agreement (the “Purchase Agreement”) among CB Diagnostics Luxembourg S.À R.L, a Luxembourg corporation (the “Seller”), certain funds managed and advised by Cinven Limited and Thermo Fisher, provides for the acquisition of the outstanding share capital of CB Diagnostics Holding AB, the holding company for the Phadia group companies.

     Under the Purchase Agreement, Thermo Fisher has agreed to pay the Seller approximately €1.052 billion in cash and to repay certain indebtedness owed by Phadia to the Seller and third party lenders. Currently, the amount of this debt totals approximately €1.411 billion.

     The Purchase Agreement and the accompanying warranty deed among Thermo Fisher, Igenza Cin AB, the Michael Land Family Trust and certain members of the management of Phadia (the “Transaction Documents”) include warranties with respect to, among other things, title to the shares, due authority and certain aspects of the business that are provided by the Seller or members of management who are expected to receive a portion of the purchase price paid to the Seller. The Transaction Documents also include covenants regarding the operation of Phadia between signing and closing and restricting the ability of the Seller and Phadia management from competing with the Phadia business for a period after the closing. A portion of the sale proceeds will be contributed at closing to an escrow account for a limited period of time to satisfy any claims brought by Thermo Fisher for breaches of warranties and covenants.

     Thermo Fisher intends to use cash on hand and/or the proceeds from a committed bridge financing from Barclays Capital of up to $3 billion to facilitate the transaction.

     The closing of the transaction is subject to certain conditions, including the receipt of regulatory approvals in the United States, the European Union and Japan. The transaction is expected to close in the fourth quarter of 2011.

     A copy of the Purchase Agreement is attached as Exhibit 99.1 to this report and a copy of the Warranty Deed is attached as Exhibit 99.2 to this report, and such agreements are incorporated herein by reference. The foregoing description of the Purchase Agreement and the Warranty Deed do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and the Warranty Deed.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

     See Exhibit Index attached hereto.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THERMO FISHER SCIENTIFIC INC.
Date: May 24, 2011	By:	/s/ Seth H. Hoogasian
		Name:	Seth H. Hoogasian
		Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1*	Sale and Purchase Agreement dated May 19, 2011 among Thermo Fisher Scientific Inc., CB Diagnostics Luxembourg S.À R.L, and certain funds managed and advised by Cinven Limited
99.2*	Warranty Deed dated as of May 19, 2011 among Thermo Fisher Scientific Inc., Igenza Cin AB, the Michael Land Family Trust and the warrantors named as parties thereto

* Certain schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish copies of such schedules to the U.S. Securities and Exchange Commission upon request.

EX-99.1

Exhibit 99.1

CB DIAGNOSTICS LUXEMBOURG S.À R.L

THE FUNDS (AS DEFINED HEREIN)

THERMO FISHER SCIENTIFIC INC.

AGREEMENT

for the sale and purchase of
the entire issued share capital of CB Diagnostics Holding AB

19^th May 2011

Freshfields Bruckhaus Deringer LLP
65 Fleet Street
London EC4Y 1HS

CONTENTS

CLAUSE	PAGE
1. SALE AND PURCHASE		1
2. SHARE PRICE		1
3. CONDITIONS TO CLOSING		2
4. PRE-CLOSING SELLER UNDERTAKINGS		6
5. CLOSING		6
6. SELLER WARRANTIES		7
7. PURCHASER WARRANTIES		8
8. RIGHTS OF RESCISSION OR TERMINATION		9
9. POST CLOSING UNDERTAKINGS		11
10. NO LEAKAGE UNDERTAKING		12
11. PAYMENTS		12
12. RESTRICTIVE COVENANTS		13
13. LIABILITY OF THE FUNDS		14
14. ESCROW ACCOUNT		14
15. UPPSALA PROPERTY		18
16. ANNOUNCEMENTS		19
17. CONFIDENTIALITY		19
18. ASSIGNMENT		21
19. FURTHER ASSURANCES		21
20. COSTS		22
21. NOTICES		22
22. CONFLICT WITH OTHER AGREEMENTS		23
23. WHOLE AGREEMENT		24
24. SET-OFF		24
25. WAIVERS, RIGHTS AND REMEDIES		25
26. COUNTERPARTS AND VARIATIONS		25
27. INVALIDITY		25
28. THIRD PARTY ENFORCEMENT RIGHTS		25
29. GOVERNING LAW AND JURISDICTION		26

CLAUSE	PAGE
SCHEDULE 1 THE FUNDS		27
SCHEDULE 2 CONDUCT OF THE TARGET COMPANIES PRE-CLOSING		28
SCHEDULE 3 CLOSING ARRANGEMENTS		33
A: Seller Obligations		33
B : Purchaser Obligations		33
C : General		34
SCHEDULE 4 PERMITTED LEAKAGE		35
SCHEDULE 5 DEFINITIONS AND INTERPRETATION		36

THIS AGREEMENT is made on 19^th May 2011

PARTIES:

1.	CB DIAGNOSTICS LUXEMBOURG S.À R.L a company incorporated in the Grand Duchy of Luxembourg with registered number B122.409 of 4, rue Albert Borschette, L-1246 Luxembourg (the Seller);
2.	THE FUNDS, whose respective names and addresses are set out in Schedule 1 (the Funds); and
3.	THERMO FISHER SCIENTIFIC INC. a corporation incorporated in Delaware, United States of America of 81 Wyman Street, Waltham, Massachusetts, USA (the Purchaser),

(together the parties).

Words and expressions used in this Agreement shall be interpreted in accordance with Schedule 5.

The Funds have agreed to provide certain restrictive covenants to the Purchaser as set out in clause 12 and the Funds shall have no liability, or obligation under this Agreement save as set out in that clause.

IT IS AGREED:

1. Sale and Purchase

The Seller shall sell, and the Purchaser shall purchase the Shares with effect from Closing free from all Third Party Rights and with all rights then attaching to them and including the right to receive all distributions and dividends declared, paid or made in respect of the Shares after the Balance Sheet Date. The sale and purchase of the Shares shall be on the terms set out in this Agreement and the Transaction Documents.

2. Share Price

2.1 The aggregate consideration for the Shares shall be the Share Price, which shall be payable in accordance with Schedule 3.

2.2 At Closing, the Purchaser shall pay to the Seller the amount in Euros which is equal to the Share Price.

2.3 Any payment made in satisfaction of a liability arising under a Seller Obligation or a Purchaser Obligation shall adjust the price paid for the Shares.

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3. Conditions to Closing

3.1 Closing shall be conditional on the following conditions having been fulfilled or waived in accordance with this Agreement:

(a)	(i) expiration or termination of the waiting period applicable to the consummation of the Proposed Transaction under the HSR Act; and (ii) none of the parties hereto being subject to any order or injunction of a court of competent jurisdiction in the United States that prohibits or makes illegal the consummation of the Proposed Transaction contemplated by this Agreement (the US Antitrust Condition);
(b)	(i) the European Commission adopting, or having been deemed under Council Regulation (EC) No 139/2004 (the EU Merger Regulation) to have adopted, all decisions and approvals necessary to allow consummation of the Proposed Transaction to occur; and (ii) in the event that all or any part of the Proposed Transaction is referred, or is deemed under the EU Merger Regulation to have been referred, by the European Commission to the competent authorities of one or more EU Member States or EFTA States, all such competent authorities adopting, or having been deemed under relevant laws to have adopted, all decisions and approvals necessary to allow consummation of the Proposed Transaction to occur, or any waiting periods applicable to the Proposed Transaction otherwise having expired or been terminated (the EU Antitrust Condition);
(c)	either:

(i)	the Japan Fair Trade Commission declining jurisdiction over the transaction; or
(ii)	the Japan Fair Trade Commission either granting clearance explicitly or — through the expiration of time periods available for its investigation — being deemed to have granted clearance; or
(iii)	the expiration or termination of any relevant waiting period under applicable Japanese laws (the Japan Antitrust Condition);

(d)	there shall not have occurred and be continuing any Material Adverse Change;
(e)

(i)	there shall not have occurred and be continuing any material breach by the Seller of its obligations under 4.1 of this Agreement;
(ii)	there shall not have occurred and be continuing any material breach by the Seller of its obligations under clause 10.1 of this Agreement; and
(iii)	the warranties provided by the Seller pursuant to clause 6.1 being true and correct in all material respects at the date of this Agreement and the warranties provided by the Seller pursuant to clause 6.2 being true and correct in all material respects at the Closing Date,

where the aggregate of: (a) the direct damages (which, for the avoidance of doubt, excludes any Indirect Damages) in respect of clauses 3.1(e)(i) and 3.1(e)(iii), and (b) the Leakage in respect of clauses 3.1(e)(ii) shall exceed €50,000,000;

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(f)	the warranties provided by the Purchaser pursuant to clause 7.1 being true and correct in all material respects at the date of this Agreement and the warranties provided by the Purchaser pursuant to clause 7.2 being true and correct in all material respects at the Closing Date it being agreed and understood that, for the purposes of this condition 3.1(f), a warranty shall only be regarded as not being true and correct in all material respects if the direct damages (which, for the avoidance of doubt, excludes any Indirect Damages) that would be suffered or incurred by the Seller as a result of any failure of a warranty to be true and correct in all material respects shall exceed €50,000,000;
(g)	the Management Warranties being true and correct in all material respects at the date of this Agreement it being agreed and understood that, for the purposes of this condition 3.1(g), Management Warranties shall only be regarded as not being true and correct in all material respects if the direct damages (which, for the avoidance of doubt, excludes any Indirect Damages) that have been or would be suffered or incurred by the Purchaser and the Target Companies as a result of all such failures of Management Warranties to be true and correct in all material respects at the date of this Agreement shall exceed €250,000,000;
(h)	no temporary restraining order, preliminary or permanent injunction or other order preventing, enjoining, restraining or otherwise prohibiting Closing (an Order) has been issued by any court of competent jurisdiction in the United States, Sweden, Japan, France, Germany, Italy, the United Kingdom or Spain (together, the Relevant Countries) and remains in effect, and no law is in force in any of the Relevant Countries that makes Closing illegal; and
(i)	there shall not be pending any suit, action or proceeding in which a Governmental Entity of competent jurisdiction in any of the Relevant Countries is seeking: (i) an Order; or (ii) to prohibit the Purchaser’s ownership of the Shares,

the above conditions being referred to as the Conditions.

3.2 The Purchaser shall, at its own cost, use all reasonable efforts to ensure that the Antitrust Conditions are fulfilled promptly after the date of this Agreement and, save as otherwise stated in this clause 3, the Purchaser shall have primary responsibility for obtaining all consents, approvals or actions of any Governmental Entity which are required in order to satisfy the Antitrust Conditions and shall deal with such matters as are set out in this clause 3.

3.3 The Seller agrees with the Purchaser to comply with the provisions of this clause 3 as it relates to the Seller and, so far as it reasonably able, shall provide the Purchaser and any Governmental Entity with any necessary information and documents reasonably required for the purpose of making any submissions, notifications and filings to any Governmental Entity that are required, in the reasonable opinion of the Purchaser, in connection with the Proposed Transaction.

3.4 The Seller shall be entitled to keep confidential and shall not be obliged to disclose to the Purchaser or any of its advisers any confidential or financial information regarding the Seller or any of its parent companies except where such confidential or financial information is required in connection with the satisfaction of the Antitrust Conditions in which case the Seller shall only be required to disclose such information to the Purchaser’s counsel on a counsel to counsel basis.

3.5 Subject to the terms and conditions of this Agreement and clause 3.6, the Purchaser will use, and will cause its Subsidiaries to use, all commercially reasonable efforts to file

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fully and as promptly as reasonably practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents under applicable Antitrust Laws and to obtain all approvals, consents, registrations, permits, authorisations and other confirmations from any Governmental Entity necessary, proper or advisable under applicable Antitrust Laws to consummate the Proposed Transaction and to fulfil the Antitrust Conditions.

3.6 Each of the Seller and Purchaser will make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Proposed Transaction as promptly as practicable and in any event within ten Business Days of the date of this Agreement and will supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its commercially reasonable efforts to take, or cause to be taken, all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) as soon as practicable, provided that the Purchaser shall have the right, on one occasion only, to modify the timing of its respective Notification and Report Form filing status under the HSR Act to the extent that it determines, in its reasonable judgment, that doing so may expedite the expiration or termination of any applicable waiting periods under the HSR Act. The Purchaser will not undertake to modify the timing of its respective Notification and Report Form filing status without first giving reasonable advance notice to, and consulting with, the Seller.

3.7 The Seller and Purchaser will, in relation to the Antitrust Conditions and in relation to any other submissions, notifications and filings to any Governmental Entity that are required, in the reasonable opinion of the Purchaser, in connection with the Proposed Transaction, each use its commercially reasonable efforts to:

(a)	cooperate with each other in connection with any filing or submission with a Governmental Entity under Antitrust Laws and in connection with any investigation or other inquiry by or before a Governmental Entity relating to Antitrust Laws; and
(b)	keep the other informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Entity.

3.8 Subject to applicable Legal Requirements relating to the exchange of information, each party will have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the other party and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Antitrust Conditions or any other submissions, notifications and filings to any Governmental Entity that are required, in the reasonable opinion of the Purchaser, in connection with the Proposed Transaction. Each of the Seller and the Purchaser agrees not to participate in any substantive meeting or discussion, either in person, email or other correspondence or by telephone, with any Governmental Entity in connection with the Antitrust Conditions or any other submissions, notifications and filings to any Governmental Entity that are required, in the reasonable opinion of the Purchaser, in connection with the Proposed Transaction unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate in such meeting or discussion.

3.9 The Antitrust Conditions may only be waived by the written agreement of the Seller and the Purchaser.

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3.10 The Conditions, other than Antitrust Conditions and the Condition set out in clause 3.1(f), may only be waived by the Purchaser, in its absolute discretion, by written notice to the Seller.

3.11 The Condition set out in clause 3.1(f) may only be waived by the Seller, in its absolute discretion, by written notice to the Purchaser.

3.12 The Seller and the Purchaser shall each notify the other promptly upon becoming aware that any of the Antitrust Conditions have been fulfilled. The first Business Day in London on or by which the Conditions have been fulfilled (or waived in accordance with clauses 3.9, 3.10 or 3.11, as applicable) is the Unconditional Date.

3.13 Subject to clause 3.14, if it becomes reasonably apparent to the Purchaser (who shall inform the Seller of this fact) or to the Seller (who shall inform the Purchaser of this fact) that the US Federal Trade Commission, the Antitrust Division of the Department of Justice, the European Commission or the Japanese Fair Trade Commission (as the case may be) will only approve the Proposed Transaction subject to any undertakings and/or modifications, commitments, divestments, conditions, obligations, measures, consent decrees, settlements or analogous procedures (together the Regulatory Conditions), the Purchaser or any member of the Purchaser Group shall to the extent such Regulatory Conditions are not impossible to fulfil (which impossibility the Purchaser shall have to demonstrate) offer, accept and agree to one or more such Regulatory Conditions, to ensure satisfaction of the Antitrust Conditions or to avoid any action, including any order, decision, judgment or injunction, that would otherwise have the effect of preventing satisfaction of the Antitrust Conditions or which would otherwise prevent or make illegal completion of the Proposed Transaction, as soon as practicable and in any event prior to the Longstop Date.

3.14 Notwithstanding the provisions of clause 3.2 to 3.16 (inclusive), the Purchaser shall not be required to offer, accept or agree to any Regulatory Condition which would involve: (i) any divestment of any assets, company(ies) or business(es) of the Purchaser, any of its Subsidiaries or any of the Target Companies which in aggregate generated more than €100 million in gross revenues in the last financial year, or (ii) any other remedy with an adverse financial impact on the Purchaser, any of its Subsidiaries or any of the Target Companies of greater than €100 million.

3.15 All Regulatory Conditions offered, accepted or agreed pursuant to clause 3.13 shall be conditional on the Proposed Transaction being completed.

3.16 Neither the Purchaser nor the Seller shall be under any obligation to commence any action to challenge the ruling of any Governmental Entity which relates to any filing or other submission made by the Seller or the Purchaser pursuant to clauses 3.5 and 3.6.

3.17 If the Unconditional Date has not occurred on or before 19 November 2011 (the Longstop Date), then either:

(a)	the Seller and the Purchaser shall agree in writing to extend the Longstop Date (such new date being the Extended Longstop Date); or
(b)	the Seller or the Purchaser may otherwise elect to terminate this Agreement (other than the Surviving Provisions).

If the Unconditional Date has not occurred on or before the Extended Longstop Date, this Agreement shall automatically terminate (other than the Surviving Provisions). In the event of such termination or termination by the Seller or the Purchaser pursuant to clause 3.17(b), no

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party (nor any of its Subsidiaries) shall have any claim under this Agreement of any nature whatsoever against any other party (or any of its Subsidiaries) except in respect of any rights and liabilities which have accrued before termination or under any of the Surviving Provisions.

4. Pre-Closing seller undertakings

4.1 From the date of this Agreement until Closing, subject to all applicable legal and regulatory requirements, the Seller shall (except as may be approved in writing by the Purchaser) ensure or procure, in each case, in so far as it is able as the sole shareholder of the Company, that the business of each Target Company is carried on only in the ordinary and usual course and the Seller shall comply with the obligations set out in Schedule 2.

5. Closing

5.1 Closing shall take place at the London office of the Seller’s Lawyers at 12.00 noon on the third Business Day after the Unconditional Date (the Closing Date).

5.2 Neither the Seller nor the Purchaser shall be obliged to complete the sale and purchase of any of the Shares unless all of the Shares are sold and purchased simultaneously.

5.3 The Seller shall not be obliged to complete the sale or purchase of any of the Shares unless the Purchaser has complied with its obligations under clause 2.2 and 5.4.

5.4 At Closing, the Purchaser shall procure repayment of and cancellation of commitments under:

(a)	any inter-company debt (together with any interest thereon, whether accrued, capitalised, paid in kind or otherwise arising) owed by any Target Company to the Seller; and
(b)	the PIK Loan Agreement; and
(c)	the Facilities by the Borrowers in accordance with the terms of the Facilities Agreement and the release of related Security, and

the Purchaser shall provide the Seller with written confirmation at Closing that such commitments and Facilities have been so prepaid and cancelled and that the related Security has been released.

5.5 The Seller shall, so far as it is legally able, provide the Purchaser with such information and assistance as the Purchaser reasonably requires to comply with clause 5.4.

5.6 At the date of this Agreement and at Closing, the Seller waives any pre-emption or other rights over the Shares conferred on it or held by it by virtue of the Company’s articles of association or otherwise.

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5.7 At Closing, each of the parties shall deliver or perform (or ensure that there is delivered or performed) all those documents, items and actions respectively listed in relation to that party or any of its Subsidiaries (as the case may be) in Schedule 3.

6. Seller warranties

6.1 The Seller warrants to the Purchaser that as at the date of this Agreement:

(a)	the Shares comprise the whole of the allotted and issued share capital of the Company, are fully paid up and the Seller is the sole legal and beneficial owner and is entitled to sell and transfer the full legal and beneficial ownership of the Shares free from Third Party Rights;
(b)	this Agreement and each of the documents which are to be entered into by it pursuant to or otherwise in connection with this Agreement will constitute valid and binding obligations of it in accordance with their respective terms;
(c)	it is validly incorporated, in existence and duly registered under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement;
(d)	it has obtained all corporate authorisations and (other than to the extent relevant to the Antitrust Conditions) all other governmental, statutory, regulatory or other consents, licences and authorisations required to empower it to enter into and perform its obligations under this Agreement where failure to obtain them would adversely affect its ability to enter into and perform its obligations under this Agreement;
(e)	entry into and performance by it of this Agreement and/or any Transaction Documents to which it is a party will not:

(i)	breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents;
(ii)	(subject, where applicable, to the Antitrust Conditions having been fulfilled) result in a breach of any laws or regulations in its jurisdiction of incorporation or of any order, decree or judgment of any court or any governmental or regulatory authority; or
(iii)	breach any contract, agreement or deed to which it is a party or by which its assets are bound,

where any such breach would adversely affect its ability to enter into or perform its obligations under this Agreement and/or any Transaction Document to which it is a party; and

(f)

it is not insolvent or bankrupt under the laws of the Duchy of Luxembourg, unable to pay its debts as they fall due or has proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them. There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning the Seller and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security

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over any assets of the Seller and no event has occurred to give the right to enforce such security.

6.2 The Seller’s Warranties set out in clause 6.1 shall be deemed to be repeated immediately before Closing by reference to the facts and circumstances then existing as if references in the Seller’s Warranties to the date of this Agreement were references to the Closing Date.

6.3 The Purchaser acknowledges and agrees that, except as provided under the Seller’s Warranties, no other statement, promise or forecast made by or on behalf of the Seller or any of its Subsidiaries or the Target Companies may form the basis of any Claim by the Purchaser or its Subsidiaries under or in connection with this Agreement or any Transaction Document. In particular, the Seller does not make any representation or warranty as to the accuracy of any forecasts, estimates, projections, statements of intent or opinion provided to the Purchaser, its Subsidiaries or to its or their advisors on or prior to the date of this Agreement (including any such forecast, estimate, projection or statements of intent contained documents in the Data Room). Nothing in this clause 6.3 is intended to or shall in any way limit the ability of the Purchaser to make a claim for, or to recover for, fraud or fraudulent misrepresentation or bring an Eligible Management Warranty Claim in accordance with clause 14.

6.4 The aggregate total liability of the Seller in respect of all Claims under this Agreement shall not exceed an amount equal to the Share Price.

7. Purchaser warranties

7.1 The Purchaser warrants to the Seller that as at the date of this Agreement:

(a)	this Agreement and each of the Transaction Documents which are to be entered into by it pursuant to or otherwise in connection with this Agreement will constitute valid and binding obligations of it in accordance with their respective terms;
(b)	it is validly incorporated, in existence and duly registered under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement;
(c)	it has obtained all corporate authorisations and (other than to the extent relevant to the Antitrust Conditions) all other governmental, statutory, regulatory or other consents, licences and authorisations required to empower it to enter into and perform its obligations under this Agreement where failure to obtain them would adversely affect its ability to enter into and perform its obligations under this Agreement;
(d)	entry into and performance by the Purchaser and each member of the Purchaser Group of this Agreement and/or any Transaction Documents to which it is a party will not:

(i)	breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents;
(ii)	(subject, where applicable, to fulfilment of the Antitrust Conditions) result in a breach of any laws or regulations in its jurisdiction of incorporation or of

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any order, decree or judgment of any court or any governmental or regulatory authority; or

(iii) breach any contract, agreement or deed to which it is a party or by which its assets are bound,

	where any such breach would adversely affect to a material extent its ability to enter into or perform its obligations under this Agreement and/or any Transaction Document to which it is a party;
(e)	neither it nor any of its Subsidiaries is insolvent or bankrupt under the laws of its jurisdiction of incorporation, unable to pay its debts as they fall due or has proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them. There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning the Purchaser or any of its Subsidiaries and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security over any assets of the Purchaser or any of its Subsidiaries and no event has occurred to give the right to enforce such security; and
(f)	the Purchaser has available cash and financing commitment letters, which will at Closing provide in immediately available funds the necessary cash resources to pay the Share Price and meet its other obligations under this Agreement and the Purchaser has made available to the Seller accurate and complete copies of such financing commitments letters which set out all the conditions of drawdown thereunder.

7.2 The Purchaser Warranties set out in clause 7.1 shall be deemed to be repeated immediately before Closing by reference to the facts and circumstances then existing as if references in the Purchaser Warranties to the date of this Agreement were references to the Closing Date.

8. Rights of Rescission or Termination

8.1 This Agreement may be terminated at any time prior to Closing as follows:

(a)	by the mutual written consent of the Purchaser and the Seller;
(b)	in accordance with clause 3.17;
(c)	by the Purchaser if:

(i)	the Seller commits a breach of any of its obligations under 4.1 of this Agreement; and/or
(ii)	the Seller commits a breach of any of its obligations under 10.1 of this Agreement; and/or
(iii)	the warranties provided by the Seller pursuant to clause 6.1 are not true and correct in all material respects at the date of this Agreement and/or the warranties provided by the Seller pursuant to clause 6.2 are not true and correct in all material respects at the Closing Date,

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where the aggregate of: (a) the direct damages (which, for the avoidance of doubt, excludes any Indirect Damages) in respect of clauses 8.1(c)(i) and 8.1(c)(iii), and (b) the Leakage in respect of clauses 8.1(c)(ii) shall exceed €50,000,000;

unless, in each case, the relevant breach or inaccuracy (as applicable) is curable and is cured within 5 Business Days after written notice thereof is given by the Purchaser to the Seller; or

(d)	by the Seller if the warranties provided by the Purchaser pursuant to clause 7.1 are not true and correct in all material respects at the date of this Agreement and/or the warranties provided by the Purchaser pursuant to clause 7.2 are not true and correct in all material respects at the Closing Date and, for the purposes of this sub-clause, a warranty shall only be regarded as not being true and correct in all material respects if the direct damages (which, for the avoidance of doubt, excludes any Indirect Damages) that would be suffered or incurred by the Seller as a result of any failure of a warranty to be true and correct shall exceed €50,000,000 unless the relevant breach or inaccuracy (as applicable) is curable and is cured within 5 Business Days after written notice thereof is given by the Seller to the Purchaser;
(e)	by either the Purchaser or the Seller if: (i) a Governmental Entity in the Relevant Countries shall have issued a final and non-appealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting Closing; or (ii) there shall be any law, rule or regulation of any of the Relevant Countries promulgated, issued or deemed applicable to the sale and purchase of any of the Shares after the date of this Agreement by any court of competent jurisdiction or other Governmental Entity in the United States or Sweden that would make Closing illegal; or
(f)	by the Purchaser if the Management Warranties are not true and correct in all material respects at the date of this Agreement and, for the purposes of this sub-clause, Management Warranties shall only be regarded as not being true and correct in all material respects if the direct damages (which, for the avoidance of doubt, excludes any Indirect Damages) that have been or would be suffered or incurred by the Purchaser and the Target Companies as a result of all such failures of Management Warranties to be true and correct in all material respects at the date of this Agreement shall exceed €250,000,000 unless the relevant breach or inaccuracy (as applicable) is curable and is cured within 5 Business Days after written notice thereof is given by the Purchaser to the Seller.

8.2 In the event that either the Seller or the Purchaser desires to terminate this Agreement as provided in clause 8.1, such party who so desires to terminate this Agreement shall provide written notice to the other, specifying the provision thereof pursuant to which such termination is made. Upon the date of receipt of such notice by the other party as described above, this Agreement shall terminate and cease to have effect (other than clauses 8.2, 8.3 and 8.4 and the Surviving Provisions, all of which shall survive termination of this Agreement) and there shall be no liability hereunder on the part of the Purchaser or the Seller except as provided in clause 8.3 below and in respect of any rights and liabilities which have accrued before termination or under any of the Surviving Provisions.

8.3 In the event of termination of this Agreement pursuant to clause 8.1 and 8.2, nothing in this Agreement shall relieve any party from liability for (or remedy in respect of) fraud or fraudulent misrepresentation.

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8.4 Save to the extent: (a) otherwise expressly provided in this Agreement; and/or (b) such right of rescission or termination arises as a result of the fraud of the other party, no party shall be entitled to rescind or terminate this Agreement or treat this Agreement as rescinded or terminated in any circumstances and, accordingly, each party hereby waives all such other rights of rescission and/or termination that it might otherwise have in respect of this Agreement.

9. Post Closing Undertakings

Tax records

9.1 The Purchaser acknowledges that the Seller may need access, from time to time, after Closing to certain accounting and tax records and information held by the Target Companies to the extent such records and information pertain to events occurring prior to Closing and agrees that the Purchaser shall, and shall cause the Target Companies to:

(a)	properly retain and maintain such records until the earlier of the date that is 7 years after Closing and such time as the Seller agrees that such retention and maintenance is no longer necessary; and
(b)	allow the Seller, and its officers, employees, agents, auditors and representatives, to inspect, review and make copies of such records as the Seller may deem necessary or appropriate from time to time, during normal business hours, and with reasonable prior notice, at the expense of the Seller.

Protection of directors

9.2 The Seller undertakes (in the event that a claim is made against it in connection with the Proposed Transaction) not to make a claim against any Target Company or any person who was at any time prior to Closing an officer or director of any Target Company (a Covered Director) on whom the Seller may have relied in negotiating this Agreement, except in the case of fraud, bad faith or deliberate concealment by such Target Company or Covered Director.

9.3 For the period of six years following Closing, the Purchaser shall ensure that each Covered Director retains the benefit of any indemnity and/or immunity provisions contained in the memorandum and articles of association (or similar constitutional documents) of each Target Company of which a Covered Director was an officer or director immediately prior to Closing.

9.4 Prior to Closing, the Purchaser shall purchase and maintain a six year “run-off” directors’ and officers’ liability insurance policy for the benefit of the Covered Directors with respect to claims arising out of any matter, cause or event occurring on or before Closing (a Pre-Closing Event) on terms and conditions that are substantially no less advantageous to the Covered Directors than the directors’ and officers’ liability insurance policies maintained by the Target Companies as at the date of this Agreement, so long as the annual premium in respect of such policy is not in excess of SEK 500,000.

9.5 The Purchaser shall (and shall ensure that each Target Company shall), from and after Closing and to the fullest extent permitted in accordance with applicable laws, waive, release and discharge any director of any Target Company from any and all claims, demands,

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proceedings, causes of action, orders, obligations and liabilities arising out of any Pre-Closing Event which each Target Company has or may at any time have had against any such director. The Purchaser shall ensure that each Target Company shall not, directly or indirectly, assert any claim or demand, or commence, institute or cause to be commenced, any proceedings of any kind relating to any Pre-Closing Event against any director of any Target Company.

9.6 The provisions of clauses 9.2 to 9.5 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any Covered Director may have at law, by contract or otherwise.

9.7 The Purchaser undertakes to the Seller that it shall, at or promptly following Closing, make an offer to the all the participants of the Phadia US Inc. 401(k) plan at Closing to join an equivalent 401(k) plan of the Purchaser.

10. No Leakage Undertaking

10.1 The Seller undertakes to the Purchaser that since the Balance Sheet Date and on the basis that Closing takes place:

(a)	there has not been any Leakage and there will not be any Leakage in the Pre-Closing Period; and
(b)	no arrangement or agreement has been made or will be made that will result in any Leakage.

10.2 Subject to clause 10.3, the Seller undertakes to the Purchaser that if there is a breach of any of the undertakings set out in clause 10.1 by it, it shall, following Closing, pay or procure payment in cash to the Purchaser promptly and in any event no later than the second Business Day following written demand (referring to this clause 10.2) by the Purchaser a sum equal to the aggregate sum of:

(a)	the amount of such Leakage;
(b)	all reasonable costs incurred by the Purchaser in connection with the collection thereof; and
(c)	interest (calculated in accordance with clause 11.4) on such amount from the date of the breach,

which amount shall be paid on a full indemnity basis (the Leakage Amount).

10.3 The liability of the Seller pursuant to this clause 10 shall terminate on the date falling 12 months after Closing unless prior to that date the Purchaser has notified the Seller of a breach by the Seller of the undertakings set out in clauses 10.1 to 10.2.

11. Payments

11.1 Any payment to be made pursuant to this Agreement by the Purchaser (or any member of the Purchaser Group) to the Seller shall be made to the Seller’s Bank Account.

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11.2 Any payment to be made pursuant to this Agreement by the Seller to the Purchaser shall be made to the Purchaser’s Bank Account.

11.3 Payments under clause 11.1 and 11.2 shall be in immediately available funds by electronic transfer on the due date for payment. Receipt of the amount due shall be an effective discharge of the relevant payment obligation.

11.4 If any sum due for payment in accordance with this Agreement is not paid on the due date for payment, the person in default shall pay Default Interest on that sum from but excluding the due date to and including the date of actual payment calculated on a daily basis.

12. Restrictive Covenants

12.1 The liability of the Seller and each of the Funds under this clause 12 is several. Each of the Seller and the Funds hereby undertakes to the Purchaser with the intent of assuring to the Purchaser the full benefit and value of the goodwill and connections of the Target Companies and as a constituent part of the agreement for the sale of the Shares it will not, and none of the Funds will, during the period of twelve months from the Closing Date:

(a)

directly or indirectly and whether for its own account or in partnership with another or others or as agent for another or others engage in or be interested in any Competing Business provided the restriction in this sub-clause shall not prevent the Seller or any of the Funds (or any investee entity of any of the Funds) from acquiring or investing in any business which generates less than 30 per cent. of its revenues from Competing Business;

(b)

without prejudice to the generality of the provisions contained in clause 12.1(a), directly or indirectly solicit, interfere with or endeavour to entice away from the Purchaser Group any person who is at the date of the Agreement a director or employee of a Target Company whose total annual remuneration is in excess of €125,000 per annum (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of such company) nor knowingly employ or aid or assist in or procure the employment by any other person, firm or company of any such person, provided that this clause 12.1(b) shall not apply to any such director or employee:

(i)	responding to a generally advertised position in the course of the usual recruitment processes of the Seller or any investee entity of any of the Funds; or
(ii)	whose employment is terminated other than by reason of voluntary resignation; or

(c) without prejudice to the generality of the provisions contained in clause 12.1(a), directly or indirectly solicit or canvas the business of or accept orders from or otherwise deal with any customer or supplier of the Target Companies in relation to in vitro IGE allergy testing products.

12.2 The restrictions contained in clause 12.1 shall not:

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(a)

prevent the Seller or any of the Funds (or any investee entity of any of the Funds) from holding, for investment purposes, all and any shares or securities in any body corporate including those dealt in on a recognised investment exchange (as defined by the Financial Services and Markets Act 2000 or related legislation) and in each case representing not more than five per cent. of any voting equity in respect of such body corporate; or

(b)

apply in the event of a change of control any of the Funds in circumstances where the entity acquiring control carries on (or a member of its group of companies carries on) a business which competes with the Target Companies.

12.3 Each undertaking and agreement contained in clause 12.1 shall be read and construed independently of the other undertakings and agreements herein contained and if any undertaking or agreement is held to be invalid whether as an unreasonable restraint of trade or for any other reason the remaining undertakings and agreements shall continue to apply to the extent that they shall not also be held to be invalid.

12.4 Each of the undertakings in clause 12.1 is a separate undertaking (each of which shall be enforceable by the Purchaser separately and independently) and is considered fair and reasonable by the parties, but if any restriction is found to be unenforceable, but would be valid if any part of it were deleted or the period or area of application reduced, the restriction shall apply with such modifications as may be necessary to make it valid and enforceable.

13. Liability of the Funds

The Funds are party to this Agreement solely for the purposes of the restrictive covenants set out in clause 12 and each party and the parties agree that the Funds shall have no liability or obligation under this Agreement, save as set out in that clause.

14. Escrow Account

14.1 The Seller shall, on the Closing Date as soon as reasonably practicable after Closing occurs, ensure or procure that an amount in Euros equal to the Escrow Amount (it being acknowledged and agreed that such amount shall only be applied from the proceeds of the Proposed Transaction to which the funds managed and advised by Cinven Limited are entitled) and an amount in Euros equal to the Management Escrow Amount (it being acknowledged and agreed that such amount shall only be applied from the proceeds of the Proposed Transaction to which the shareholders of the Seller other than the funds managed and advised by Cinven Limited are entitled) is paid by electronic funds transfer for value to the Escrow Agent to be held, in the case of the Escrow Amount, in accordance with the terms of this Agreement and the Escrow Agreement and, in the case of the Management Escrow Amount, in accordance with the terms of the Management Warranty Deed and the Management Escrow Agreement.

14.2 The Escrow Account shall be operated, and the Escrow Amount and interest accruing on it (or any part of it) shall be applied, in accordance with this clause 14.

14.3 For the purposes of this clause 14, the Purchaser shall only have an Eligible Management Warranty Claim if it has a claim in respect of the Management Warranties and

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there are insufficient funds remaining in the Management Escrow Account to satisfy in full such claim.

14.4 To the extent that:

(a)

prior to the First Release Date, the Purchaser shall have notified the Seller in writing of any claim against the Seller pursuant to clause 4.1, 6.1, 6.2 or 10.1 of this Agreement or of any Eligible Management Warranty Claim (a Relevant First Release Claim) stating in reasonably specific detail the nature of the Relevant First Release Claim as then known to the Purchaser (with the Purchaser being required to update the Seller on a reasonably regular basis with any further material details that emerge in due course in respect of such Relevant First Release Claim) and the amount claimed (on a without prejudice basis) in respect of the Relevant First Release Claim (the First Amount Claimed) and provided that the maximum amount the Purchaser shall be entitled to recover in respect of Eligible Management Warranty Claims shall not exceed €25,000,000; and

(b)

the Relevant First Release Claim has been Determined (as defined in clause 14.6),

the Purchaser and the Seller shall, unless such amount has already been paid in full, as soon as reasonably practicable after the Relevant First Release Claim has been so Determined in favour of the Purchaser, issue joint written instructions to the Escrow Agent to pay from the Escrow Account to the Purchaser, an amount equal to such Relevant First Release Claim (less any amounts which have already been paid in respect of such Relevant First Release Claim), out of the Escrow Account to the Purchaser.

14.5 To the extent that:

(a)

on and after the First Release Date but prior to the Second Release Date, the Purchaser shall have notified the Seller in writing of any Eligible Management Warranty Claim (a Relevant Second Release Claim) stating in reasonably specific detail the nature of the Relevant Second Release Claim as then known to the Purchaser (with the Purchaser being required to update the Seller on a reasonably regular basis with any further material details that emerge in due course in respect of such Relevant Second Release Claim) and the amount claimed (on a without prejudice basis) in respect of the Relevant Second Release Claim (the Second Amount Claimed); and

(b)

the Relevant Second Release Claim has been Determined,

the Purchaser and the Seller shall, unless such amount has already been paid in full, as soon as reasonably practicable after the Relevant Second Release Claim has been so Determined in favour of the Purchaser, issue joint written instructions to the Escrow Agent to pay from the Escrow Account to the Purchaser, an amount equal to such Relevant Second Release Claim (less any amounts which have already been paid in respect of such Relevant Second Release Claim), out of the Escrow Account to the Purchaser.

14.6 A Relevant First Release Claim or Relevant Second Release Claim (as applicable) shall be regarded as Determined as at the date of (and Determination shall be construed accordingly):

(a) when the First Amount Claimed or Second Amount Claimed (as applicable) is agreed between the Seller and the Purchaser; and

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(b) in the absence of agreement regarding a Relevant First Release Claim or Relevant Second Release Claim (as applicable), on the Business Day following the date when the Relevant First Release Claim or Relevant Second Release Claim (as applicable) has been determined by a Court of competent jurisdiction against which no appeal has been lodged or is capable of being lodged within the statutory time limit.

14.7 Save in the circumstances where clause 14.8 below applies:

(a)	on the First Release Date, an amount equal to the aggregate of €25,000,000 less any amounts paid by the Escrow Agent to the Purchaser in respect of any Relevant First Release Claims (not including any Eligible Management Warranty Claims) in accordance with clause 14.4 shall be paid to the Seller; and
(b)	on the Second Release Date, all of the money then standing to the credit of the Escrow Account shall be paid to the Seller.

14.8 If written notice of a Relevant First Release Claim or a Relevant Second Release Claim is given in accordance with this Agreement before the First Release Date or the Second Release Date (as applicable) but such Relevant First Release Claim or a Relevant Second Release Claim (as applicable) is not Determined prior to that date, then provided that prior to the First Release Date or the Second Release Date (as applicable) the Purchaser shall deliver to the Escrow Agent (with a copy to the Seller) a written opinion of a Queen’s Counsel appointed in accordance with this clause 14.8, to the effect that the Relevant First Release Claim or a Relevant Second Release Claim (as applicable) has a reasonable prospect of success and the First Amount Claimed or Second Amount Claimed (as applicable) is a reasonable one, such First Amount Claimed or Second Amount Claimed (as applicable) shall be retained in the Escrow Account and the Escrow Amount will be paid to the Seller on the following basis:

(a) in relation to the First Release Date the aggregate of €25,000,000 less:

(i)	any amounts paid by the Escrow Agent to the Purchaser in respect of any First Release Claims (not including any Eligible Management Warranty Claims) in accordance with clause 14.10; and
(ii)	all First Amounts Claimed,

shall be paid on the First Release Date to the Seller; and

(b) in relation to the Second Release Date such Second Amount Claimed shall be retained in the Escrow Account and shall not be released to the Seller, other than pursuant to the terms of this clause 14.

The Queen’s Counsel referred to in this clause 14.8 shall be such person as is agreed between the Seller and the Purchaser (each acting reasonably) or, failing agreement within three Business Days of a request for agreement being received by the Seller from the Purchaser, shall be nominated by the President for the time being of the Bar Council.

14.9 If the Purchaser does not commence proceedings in respect of a Relevant First Release Claim within the Relevant First Release Period and in respect of a Relevant Second Release Claim within the Relevant Second Release Period, any amount retained in respect of that Relevant First Release Claim or Relevant Second Release Claim (as applicable) under clause 14.8 shall be paid to the Seller except where the Purchaser provides notice to the Seller of a Relevant First Release Claim or a Relevant Second Release Claim less than 20 Business

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Days prior to the end of the Relevant First Release Period or the Relevant Second Release Period (as applicable) in which case the Purchaser shall have 20 Business Days from the date of such notice in which to commence proceedings in respect of such Relevant First Release Claim or Relevant Second Release Claim failing which the amount retained in respect of that Relevant First Release Claim or Relevant Second Release Claim (as applicable) under clause 14.8 shall be paid to the Seller.

14.10 The Escrow Agent shall hold the amounts retained in accordance with clause 14.8 until such Relevant First Release Claim(s) or Relevant Second Release Claim(s) (as applicable) are Determined. On Determination of any such Relevant First Release Claim(s) or Relevant Second Release Claim(s) (as applicable) the Escrow Agent shall pay to the Purchaser from the Escrow Account an amount equal to the amount of the liability (as so Determined) in satisfaction of the relevant liability or, if the aggregate amount in the Escrow Account is less than the amount of the liability, the aggregate amount then standing to the credit of the Escrow Account towards satisfaction of the relevant liability. Once all such Relevant First Release Claims or Relevant Second Release Claims (as applicable) have been Determined and been the subject of payments under this clause 14.10, the Escrow Agent shall:

(a)	in respect of amounts not released to the Seller on the First Release Date pursuant to clause 14.8, pay such amounts not paid to the Purchaser in settlement of a Relevant First Release Claim to the Seller; and
(b)	in respect of the Second Release Date, pay the remaining balance of all monies on the Escrow Account to the Seller.

14.11 Interest accruing from time to time on the balance of money standing to the credit of the Escrow Account shall be added to the money standing to the credit of the Escrow Account and shall be for the benefit of the Seller to receive:

(a)	in respect of the portion of the Escrow Amount released on the First Release Date, in accordance with clause 14.7(a), the pro rata proportion of the interest accrued on such portion of the Escrow Amount up to the First Release Date; and
(b)	the balance of any interest accrued on the money then standing to the credit of the Escrow Account on the Second Release Date.

14.12 The Seller and the Purchaser acknowledge that the Escrow Agent may withdraw from the Escrow Account an amount of tax on the interest earned in respect of money held in the Escrow Account for which it is or may become liable and any bank or other charges properly charged to the Escrow Account, provided that any bank or other charges, costs or expenses arising on, or in relation to, the Escrow Account shall be charged to, and settled between, the Purchaser and the Seller equally.

14.13 The Seller and the Purchaser shall prior to Closing enter into the Escrow Agreement with the Escrow Agent on the terms set out in this clause 14, together with such other terms required by the Escrow Agent and reasonably acceptable to the Seller and the Purchaser.

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15. Uppsala property

15.1 The parties agree that the process for completing the disposal of the Uppsala Property (the Uppsala Property Disposal) shall be undertaken by the Seller, in consultation with the Purchaser, prior to the Closing Date and the Purchaser, in consultation with the Seller, following the Closing Date.

15.2 If the Uppsala Property Disposal completes prior to the Closing Date, the Uppsala Property Consideration shall be Permitted Leakage.

15.3 If the Uppsala Property Contract is signed prior to the Closing Date and the Uppsala Property Disposal does not complete until after the Closing Date but prior to the date that is six months after the Closing Date, the Purchaser shall procure that:

(a)	subject only to obtaining confirmation from Lantmäteriet in Uppsala in respect of the necessary cadastral procedure (the Local Authority Consent), the Uppsala Property Disposal is completed as soon as reasonably practicable in accordance with the terms of the Uppsala Property Contract;
(b)	it shall use all commercially reasonable endeavours to obtain the Local Authority Consent as soon as reasonably practicable;
(c)	it shall keep the Seller reasonably informed as to the progress of the Local Authority Consent and the Uppsala Property Disposal and allow the Seller, and its officers, employees, agents, auditors and representatives, to inspect, review and make copies of such records as the Seller may reasonably deem necessary or appropriate from time to time in connection with the Uppsala Property Disposal, during normal business hours, and with reasonable prior notice, at the expense of the Seller;
(d)	not later than the Business Day following the completion of the Uppsala Property Disposal, written notice (the Uppsala Property Disposal Notice) is given to the Seller setting out the Uppsala Property Consideration (and its components), including how it has been calculated and confirming that such calculation has been undertaken in accordance with the terms of this Agreement (and attaching copies of the relevant contracts and documentation); and
(e)	within three Business Days of the issuance of the Uppsala Property Disposal Notice, it or any Target Company shall pay by electronic funds transfer for value within five Business Days of completion of the Uppsala Property Disposal to the Seller’s Bank Account the Uppsala Property Consideration.

15.4 In the event that the Uppsala Property Disposal does not complete on or prior to the date that is six months after the Closing Date, any proceeds realised in respect of the Uppsala Property Disposal shall be for the benefit of the Purchaser and its Subsidiaries.

15.5 The Seller shall have full discretion to negotiate the terms of the Uppsala Property Contract save in respect of any terms that would be onerous or unusual in the context of a sale of property of this nature in Sweden in which case the Seller shall not agree to such onerous or unusual terms without the prior written consent of the Purchaser (such determination, whether approved or not, to be made without unreasonable delay).

15.6 For the avoidance of doubt, Phadia Real Property shall remain entitled to all rental and other income received from exploitation of the Uppsala Property pending the Uppsala

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Property Disposal and shall remain responsible for all Costs incurred in connection with the operation and maintenance of the Uppsala Property pending the Uppsala Property Disposal.

16. Announcements

16.1 No party to this Agreement (nor any of its respective Subsidiaries) shall make any announcement or issue any circular in connection with the existence or subject matter of this Agreement (or any other Transaction Document) without the prior written approval of the Seller and the Purchaser (such approval not to be unreasonably withheld or delayed) except that the Seller shall be entitled to refer to the existence and/or subject matter of this Agreement (or any other Transaction Document) when providing information on a confidential basis to any of its direct or indirect investors or prospective investors.

16.2 The restriction in clause 16.1 shall not apply to:

(a)	a press announcement issued by the Seller and the Purchaser on the date of this Agreement in the Agreed Form; or
(b)	the extent that the announcement or circular is required by law, the rules and requirements of the US Securities and Exchange Commission, by any stock exchange or any regulatory or other supervisory body or authority of competent jurisdiction, whether or not the requirement has the force of law.

16.3 If the exception set out in 16.2(b) applies, the party making the announcement or issuing the circular shall use its reasonable efforts to consult with (in the case of the Seller) the Purchaser or (in the case of the Purchaser) the Seller in advance as to its form, content and timing as far as is reasonably practicable.

17. Confidentiality

17.1 For the purposes of this clause 17:

(a) Confidential Information means:

(i)	(in relation to the obligations of the Purchaser) any information received or held by the Purchaser (or any of its Representatives) relating to the Seller or its parent companies or, prior to Closing, any of the Target Companies; or
(ii)	(in relation to the obligations of the Seller) any information received or held by the Seller (or any of its Representatives) relating to the Purchaser Group or, following Closing, any of the Target Companies; and
(iii)	information relating to the provisions of, and negotiations leading to, this Agreement and the other Transaction Documents,

and includes written information and information transferred or obtained orally, visually, electronically or by any other means;

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(b) Representatives means, in relation to a party, its respective Subsidiaries and the directors, officers, employees, agents, advisers, accountants and consultants of that party and/or of its respective Subsidiaries.

17.2 Each party shall (and shall ensure that each of its Representatives shall) maintain Confidential Information in confidence and not disclose Confidential Information to any person except:

(a)	as this clause 17 permits; or
(b)	with the prior written approval of (in the case of the Purchaser disclosing) the Seller and (in the case of the Seller disclosing) the Purchaser.

17.3 Clause 17.2 shall not prevent disclosure by a party or its Representatives to the extent it can demonstrate that:

(a)	disclosure is required by law or the rules and requirements of any listing authority, by any stock exchange or any regulatory, governmental or antitrust body (including any tax authority) having applicable jurisdiction (provided that the disclosing party shall use reasonable efforts to first inform (in the case of the Purchaser disclosing) the Seller and (in the case of the Seller disclosing) the Purchaser of its intention to disclose such information and take into account the reasonable comments of (in the case of the Purchaser disclosing) the Seller and (in the case of the Seller disclosing) the Purchaser);
(b)	disclosure is of Confidential Information which was lawfully in the possession of that party or any of its Representatives (in either case as evidenced by written records) without any obligation of secrecy prior to its being received or held;
(c)	disclosure is of Confidential Information which has previously become publicly available other than through that party’s fault (or that of its Representatives);
(d)	disclosure is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement (or any other Transaction Document);
(e)	such disclosure is made on a confidential basis to lending banks or other funding parties or prospective funding (whether debt or equity) parties of the Purchaser;
(f)	in the case of the Seller only, such disclosure is made to any of its direct or indirect investors or prospective investors together with their directors, officers, advisors or agents provided that such information is disclosed on a confidential basis; or
(g)	in the case of the Purchaser only, the Purchaser may disclose the existence and terms of this Agreement and any other agreements entered into in connection with the Proposed Transaction, and may file a copy of this Agreement and any such other agreements, on a Current Report on Form 8-K and in other filings made by the Purchaser with the U.S. Securities and Exchange Commission after the date of this Agreement, provided that the Purchaser shall not make any such disclosure or filing that contains a reference to Cinven Limited and/or any of the funds managed and advised by Cinven Limited without first using reasonable efforts to consult with Cinven Limited in advance as to the form, content and timing of the disclosure and/or filing as far as is reasonably practicable.

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17.4 Each party undertakes that it (and its Subsidiaries) shall only disclose Confidential Information to Representatives if it is reasonably required for purposes connected with this Agreement and only if the Representatives are informed of the confidential nature of the Confidential Information and are bound by an implied or express obligation of confidentiality.

17.5 If this Agreement terminates, the Purchaser shall as soon as practicable on request by the Seller:

(a)	return to the Seller (or as it may direct) all written documents and other materials relating to the Seller, any Target Company or this Agreement (including any Confidential Information) which the Seller (or its Representatives) has provided to the Purchaser (or its Representatives) without keeping any copies thereof;
(b)	destroy all information or other documents derived from such Confidential Information; and
(c)	so far as it is practicable to do so, expunge such Confidential Information from any computer, word processor or other device.

18. Assignment

18.1 Except as provided in this clause 18 or unless the Seller and the Purchaser specifically agree in writing, no person shall assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it. Any purported assignment in contravention of this clause 18 shall be void.

18.2 The Purchaser may without the consent of the Seller:

(a)

assign, pledge or otherwise transfer (by way of security or otherwise) its rights and benefits under this Agreement to its lenders in connection with any debt or other financing in respect of the Proposed Transaction; or

(b)

assign, pledge or otherwise transfer its rights and benefits under this Agreement to any direct or indirect wholly-owned Subsidiary of the Purchaser provided that, in case of clause 18.2(b), (i) the Purchaser remains liable for such Subsidiary’s due and punctual performance of its obligations hereunder, and (ii) before any such assignee subsequently ceases to be a wholly-owned Subsidiary of the Purchaser, the Purchaser shall ensure that it shall re-assign the benefit to the Purchaser or to another continuing member of the Purchaser Group.

18.3 If an assignment is made in accordance with this clause 18, the liabilities of the parties under this Agreement shall be no greater than such liabilities would have been if the assignment had not occurred.

19. Further Assurances

19.1 Each of the parties shall, for a period of nine months from the Closing Date, execute such further documents as may be required by law or be necessary to implement and give effect to this Agreement.

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19.2 Each of the parties shall procure that its Subsidiaries comply with all obligations under this Agreement which are expressed to apply to any such Subsidiaries.

20. Costs

20.1 Subject to clause 20.2 and except as otherwise provided in this Agreement (or any other Transaction Document), the parties shall each be responsible for their own Costs, charges and other expenses (including those of its Subsidiaries) incurred in connection with the Proposed Transaction.

20.2 The Purchaser or its Subsidiaries shall bear all stamp duty, notarisation fees or other documentary transfer or transaction duties, and all stamp duty reserve tax, stamp duty land tax and any other transfer taxes including in each case any related interest or penalties arising as a result of this Agreement or of any of the other Transaction Documents.

21. Notices

21.1 Any notice in connection with this Agreement shall be in writing in English and delivered by hand, fax, registered post or courier using an internationally recognised courier company. A notice shall be effective upon receipt and shall be deemed to have been received

(a)	at the time of delivery, if delivered by hand, registered post or courier; or
(b)	at the time of transmission if delivered by fax,

provided that in either case, where delivery occurs outside Working Hours, notice shall be deemed to have been received at the start of Working Hours on the next following Business Day.

21.2 The addresses and fax numbers of the parties for the purpose of clause 21.1 are:

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Seller
For the attention of:	Address:	Fax:
Daniele Arendt	Ballade B2 Building	+352 2609 5230
	4, rue Albert Borschette
	L-1246 Luxembourg
With a copy to:	Address:	Fax:
David Higgins	Freshfields Bruckhaus	+44 207 108 7353
	Deringer LLP
	65 Fleet Street
	London EC4Y 1HS
The Funds
For the attention of:	Address:	Fax:
Cinven Limited	Warwick Court	+44 (0)20 7661 3843
	Paternoster Square
	London EC4M 7AG
With a copy to:	Address:	Fax:
David Higgins	Freshfields Bruckhaus	+44 207 108 7353
	Deringer LLP
	65 Fleet Street
	London EC4Y 1HS
Purchaser
For the attention of:	Address:	Fax:
General Counsel	81 Wyman Street, Waltham,	+00 1 781 622 1283
	Massachusetts, USA
With copies to:
Hal J. Leibowitz	WilmerHale	+1 617 526 5000
	60 State Street
	Boston, MA 02109
Tim Matthews	WilmerHale	+44 (0)20 7645 2424
	Alder Castle
	10 Noble Street
	London EC2V 7QJ
	United Kingdom

22. Conflict with other Agreements

If there is any conflict between the terms of this Agreement and any other agreement, this Agreement shall prevail (as between the parties to this Agreement and as between any of their Subsidiaries) unless:

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(a)	such other agreement expressly states that it overrides this Agreement in the relevant respect; and
(b)	the parties to this Agreement are either also parties to that other agreement or otherwise expressly the parties to this Agreement agree in writing that such other agreement shall override this Agreement in that respect.

23. Whole Agreement

This Agreement and the other Transaction Documents together set out the whole agreement between the parties in respect of the sale and purchase of the Shares and supersede any prior agreement (whether oral or written) relating to the Proposed Transaction. It is agreed that:

(a)	no party shall have any claim or remedy in respect of any statement, representation, warranty or undertaking made by or on behalf of the other party (or any of its Connected Persons) in relation to the Proposed Transaction which is not expressly set out in this Agreement or any other Transaction Document;
(b)	any terms or conditions implied by law in any jurisdiction in relation to the Proposed Transaction are excluded to the fullest extent permitted by law or, if incapable of exclusion, any right, or remedies in relation to them are irrevocably waived;
(c)	the only right or remedy of a party in relation to any provision of this Agreement or any other Transaction Document shall be for breach of this Agreement or the relevant Transaction Document; and
(d)	except for any liability in respect of a breach of this Agreement or any other Transaction Document, no party (or any of its Connected Persons) shall owe any duty of care or have any liability in tort or otherwise to the other parties (or their respective Connected Persons) in relation to the Proposed Transaction,

provided that this clause shall not exclude any liability for (or remedy in respect of) fraud or fraudulent misrepresentation. Each party agrees to the terms of this clause 23 on its own behalf and as agent for each of its Connected Persons. For the purpose of this clause, Connected Persons means (in relation to a party) the officers, employees, agents and advisers of that party or any of its Subsidiaries.

24. Set-Off

Each of the parties waives and relinquishes any right of set-off or counterclaim, deduction or retention which such party might otherwise have out of any payments which it may be obliged to make (or procure to be made) to any other party pursuant to this Agreement or otherwise or under a Transaction Document.

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25. Waivers, Rights and Remedies

Except as expressly provided in this Agreement, no failure or delay by any party in exercising any right or remedy relating to this Agreement or any of the Transaction Documents shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

26. Counterparts and Variations

26.1 This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment or telecopy shall be an effective mode of delivery.

26.2 No amendment of, variation, waiver or release under this Agreement (or of any other Transaction Document) shall be valid or effective unless it is in writing and duly executed by or on behalf of all of the parties to it.

27. Invalidity

Each of the provisions of this Agreement and the other Transaction Documents is severable. If any such provision is held to be or becomes invalid or unenforceable in any respect under the law of any jurisdiction, it shall have no effect in that respect and the parties shall use all reasonable efforts to replace it in that respect with a valid and enforceable substitute provision the effect of which is as close to its intended effect as possible.

28. Third Party Enforcement Rights

28.1 The Connected Persons specified in clause 23 (Whole Agreement) shall have the right to enforce the relevant terms of that clause, the Covered Directors shall have the right to enforce the terms of clauses 9.2 to 9.5 (inclusive) and Cinven Limited shall have the right to enforce the terms of clause 17.3(g) by reason of the Contracts (Rights of Third Parties) Act 1999. This right is subject to (i) the rights of the parties to amend or vary this Agreement without the consent of any Connected Person, the Covered Directors or Cinven Limited and (ii) the other terms and conditions of this Agreement.

28.2 Except as provided in clause 28.1, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

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29. Governing law and jurisdiction

29.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and interpreted in accordance with, English law.

29.2 Except as expressly provided otherwise in this Agreement, the English courts shall have exclusive jurisdiction in relation to all disputes (including claims for set-off and counterclaims) arising out of or in connection with this Agreement including, without limitation, disputes arising out of or in connection with:

(a)	the creation, validity, effect, interpretation performance or non-performance of, or the legal relationships established by, this Agreement; and
(b)	any non-contractual obligations arising out of or in connection with this Agreement,

provided that the Purchaser may bring an action in the courts of Sweden or Luxembourg solely in order to enforce the acquisition of the Shares pursuant to this Agreement, and subject to the foregoing, each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction.

29.3 The Seller shall at all times maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with this Agreement. Such agent shall be Cinven Limited currently of Warwick Court, Paternoster Square, London EC4M 7AG and any claim form, judgment or other notice of legal process shall be sufficiently served on the Seller if delivered to such agent at its address for the time being. The Seller irrevocably undertakes not to revoke the authority of this agent and if, for any reason, the Purchaser requests the Seller to do so, it shall promptly appoint another such agent with an address in England and advise the Purchaser. If, following such a request, the Seller fails to appoint another agent, the Purchaser shall be entitled to appoint one on behalf of the Seller at the Seller’s expense.

29.4 The Purchaser shall at all times maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with this Agreement. Such agent shall be Thermo Electron Limited (for the attention of Nicola Ward) currently of Solaar House, 19 Mercers Row, Cambridge CB5 8BZ and any claim form, judgment or other notice of legal process shall be sufficiently served on the Purchaser if delivered to such agent at its address for the time being. The Purchaser irrevocably undertakes not to revoke the authority of this agent and if, for any reason, the Seller requests the Purchaser to do so, it shall promptly appoint another such agent with an address in England and advise the Seller. If, following such a request, the Purchaser fails to appoint another agent, the Seller shall be entitled to appoint one on behalf of the Purchaser at the Purchaser’s expense.

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SCHEDULE 2

CONDUCT OF THE TARGET COMPANIES PRE-CLOSING

1. From the date of this Agreement until Closing, the Seller shall, subject to all applicable legal and regulatory requirements, ensure or procure, in each case, in so far as it is able as the sole shareholder of the Company (unless otherwise required or permitted by paragraph 2 of this Schedule 2) to ensure that:

(a)	the affairs of each Target Company are conducted only in the ordinary and usual course of business consistent with the manner in which the business of each Target Company was conducted in the twelve month period prior to the date of this Agreement;
(b)	it shall co-operate with the Purchaser to allow the Purchaser and its Representatives, upon reasonable advance notice, during normal business hours and without materially interfering with the Target Businesses, reasonable access to the properties, premises, employees, documents, technologies, books, records (including Tax records) and other materials of each Target Company;
(c)	no Target Company declares or pays any dividend or other distribution (whether in cash, stock or in kind) other than from one Target Company to another Target Company or reduces its paid-up share capital;
(d)	no Target Company:

(i)	allots or issues or agrees to allot or issue any share or loan capital; or
(ii)	grants any option over or right to subscribe for any share or loan capital,

(except to another Target Company);

(e) no Target Company:

(i)	employs or agrees to employ any new full or part time persons with a base salary in excess of €125,000 per annum (such person a Senior Employee) or amends the terms of employment of a Senior Employee;
(ii)	makes changes which are outside the ordinary course of business consistent with past practice (other than those required by law) in any terms of employment (including bonus and pension fund commitments) of any employee or independent contractor not being a Senior Employee;
(iii)	dismisses any Senior Employee, except for dismissals for cause or dismissals as required by Plans or agreements in existence as of the date of this Agreement or for any proposed dismissals disclosed in the Data Room; or
(iv)	grants any severance, termination, retention, change-in-control or stay-pay payments (or equivalent payments in any jurisdiction) to any director, officer, employee or individual independent contractor employed or engaged by any Target Company, except as required by the terms of plans or agreements in existence as of the date of this Agreement;

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(f) no Target Company enters into or terminates:

(i)	any derivative or foreign exchange hedge contract, except for any swap contracts for inter-company cash flows entered into in the ordinary course of business;
(ii)	any contract which has a value or is likely to involve expenditure in excess of €2,000,000 per annum; or
(iii)	any contract which cannot be performed within its terms within three years after the date on which it is entered into;

(g)	no Target Company institutes any litigation (except in connection with collection in the ordinary course of trading debts) or settles any litigation except for settlements solely in cash involving payments by the Target Companies of no more than €1,000,000 in the aggregate;
(h)	no Target Company creates any Third Party Right over the Shares or the shares or assets of any Target Company other than a Permitted Encumbrance, or redeems any existing Third Party Right;
(i)	no Target Company makes any acquisition or disposal of any asset other than purchases of raw materials or sales of products in the ordinary course of business consistent with the manner in which the business of each Target Company was conducted in the twelve month period prior to the date of this Agreement, in each case, including consideration, expenditure or liabilities in excess of €500,000 (exclusive of VAT);
(j)	no Target Company will make or agree to make, capital expenditures, or incur or agree to incur, a commitment or commitments involving capital expenditures, in each case in excess of €500,000 individually or €2,000,000 in the aggregate and, for the avoidance of doubt, neither the submission by any Target Company of any purchase orders to Aloka under existing terms of business to the extent it is disclosed in the Data Room nor the making of any capital expenditure approved by a Target Company but not made prior to the date of this Agreement to the extent it is disclosed in the Data Room shall require the approval of the Purchaser;
(k)	save for the proposed acquisition of an interest in Biomonitor, no Target Company shall acquire an interest in a partnership, limited partnership or a corporate body or merge or consolidate with a corporate body or any other person, enter into any demerger transaction or participate in any other type of corporate reconstruction;
(l)	no Target Company shall pass a shareholders’ resolution, except for usual course of business matters consistent with the manner in which the business of each Target Company was conducted in the twelve month period prior to the date of this Agreement or in relation to this Agreement, or if required by law or a Target Company’s organisational documents;
(m)	no Target Company shall:

(i) materially amend or terminate an agreement to which it is a party which involves total annual consideration or expenditure of €500,000, other in the usual course of its business;

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(ii)	renew any insurance policy for a term greater than one year or without standard cancellation terms; or
(iii)	fail to maintain its current levels of insurance coverage;

(n) no Target Company shall:

(i)	establish a new Plan for or in respect of any director, officer, employee or consultant employed or engaged by any Target Company;
(ii)	amend, or exercise a discretion, which increases pension scheme liabilities or employer costs in relation to, or discontinue (wholly or partly), any pension scheme applying to any director, officer, employee or individual independent contractor employed or engaged by any Target Company;
(iii)	approve, direct or authorise any increase or decrease in the compensation, bonus, severance or fringe benefits of any director, officer, employee or individual independent contractor employed or engaged by any Target Company, except in the ordinary course of business and consistent with the past practice of the Target Companies; or
(iv)	exercise any discretion to accelerate the vesting or payment of any compensation or benefit under any Plan payable to any director, officer, employee or individual independent contractor employed or engaged by any Target Company;

(o)	no Target Company shall incur any new Financial Debt (other than any Financial Debt to another Target Company or any overdraft or other trading facilities utilised by Target Companies in the ordinary course of business) or allow any default under or breach of any provision of any document entered into by a Target Company concerning Financial Debt existing at the date of this Agreement;
(p)	no Target Company shall change or make any Tax elections, amend any Tax Returns where such amendment requires such Target Company to pay any amount of additional Tax, or take action which would reasonably be expected to change the Tax residency or jurisdiction of such Target Company, or to cause such Target Company to become subject to Tax in a jurisdiction in which such Target Company was not previously subject to Tax or undertake any merger or reorganisation for any Tax purposes;
(q)	with respect to Tax Returns filed by or on behalf of any Target Company, and with respect to Taxes payable by or on behalf of any Target Company, in each case during the period commencing upon (and including) the date of this Agreement and ending on (and including) the Closing Date, the Target Companies, save as required by law, shall prepare and file such Tax Returns, and calculate and pay such Taxes, in accordance with past practice, including, without limitation, past practice as to:

(i)	positions taken, methods of accounting used, and principles of taxation followed;
(ii)	elections made;
(iii)	the processes and systems used in the preparation of Tax Returns, and the timing and manner for filing Tax Returns;

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(iv)	the accounting periods used;
(v)	the claiming of refunds of Tax;
(vi)	the conduct of administrative or court proceedings related to Taxes;
(vii)	the carryback or other utilisation of any tax relief;
(viii)	the time of payment; and
(ix)	all other material practices for the preparation and filing of Tax Returns and the payment of Taxes.

For the avoidance of doubt, past practice shall not be taken to include late payment other than pursuant to an arrangement with the relevant Tax Authority;

(r)	no Target Company shall grant any guarantee or indemnities outside the ordinary course of business;
(s)	no Target Company shall:

(i)

enter into any settlement or compromise of any material dispute in respect of a claim, audit, or assessment by any Tax Authority with respect to Tax Returns or Taxes without the prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed); or

(ii)

in the case of any claim, audit, or assessment by the Tax Authority in Sweden, enter into any settlement or compromise of any dispute with respect to Tax Returns or Taxes without the prior approval of the Purchaser or deliver or exchange any correspondence with any member of the Swedish Tax Authority or representative of the tax courts in Sweden concerning deductibility of any interest expense or costs incurred in relation to the raising or issuance of debt without the prior written approval of the Purchaser; and

(t) no Target Company shall agree to take any of the actions prohibited by paragraphs (c) through (s) above.

2. The obligations in clause 4 of this Agreement and paragraph 1 of this Schedule 2 shall not apply to any act or omission:

(a)	approved by the Purchaser, in respect of paragraphs 1(a), 1(b), 1(c), 1(d), 1(h), 1(i), 1(j), 1(k), 1(l), 1(o), 1(p), 1(q), 1(r), 1(s) and 1(t);
(b)	approved by the Purchaser, such approval not to be unreasonably withheld or delayed, in respect of paragraphs 1(e), 1(f), 1(g), 1(m) and 1(n);
(c)	expressly contemplated, required or permitted by the terms of any Transaction Document, including in respect of any Permitted Leakage;
(d)	in connection with the employment of the following new full or part time persons in a senior managerial capacity:

(i) managing director (or equivalent position) in China;

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(ii)	finance director (or equivalent position) in China;
(iii)	vice president in respect of sales (or equivalent position) in Europe;
(iv)	sales and marketing director (or equivalent position) in USA;
(v)	cluster manager in Italy and France;
(vi)	regulatory director in Japan;
(vii)	any other person who is required as a direct replacement for any existing senior manager;

(e)	in connection with the securitisation of the outstanding receivables in respect of debt owed by the suppliers of hospitals in the region of Campania, Italy in an amount not to exceed €2,000,000, on such terms as may be approved by the Purchaser (acting reasonably);
(f)	relating to the sale of the Uppsala Property as set out in clause 15;
(g)	in connection with the merger of Phadia Multiplexing Diagnostics GmbH and Phadia Austria GmbH;
(h)	in connection with the sale of any of the derivative assets, derivative liabilities and interest rate caps detailed in the Derivative Schedule; and
(i)	in connection with the sale of the shares held by a Target Company in Aerocrine AB.

3. For the purposes of this Schedule 2, Plans shall mean each share incentive, share option, profit sharing, redundancy, severance, bonus, incentive, savings, pension, retirement or other material employee benefit plan, policy, program or arrangement sponsored, maintained, contributed to or required to be contributed to by any Target Company in which directors, officers, employees or individual independent contractors of any Target Company participate, other than those required by law.

4. Following consultation with the Purchaser and with the prior consent of the Purchaser, such consent not to be unreasonably withheld or delayed, the obligations in clause 4 of this Agreement and paragraph 1 of this Schedule 2 shall not apply to any act or omission:

(a)	in connection with any appeal against the ruling of any Tax Authority in relation to the financial years ending on 31 December 2009 and 31 December 2010; and
(b)	in connection with any request to a Tax Authority for the deferral of Tax payable by the Target Companies.

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SCHEDULE 3

CLOSING ARRANGEMENTS

A: Seller Obligations

1.	At Closing, the Seller shall deliver or ensure that there is delivered to the Purchaser (or made available to the Purchaser’s reasonable satisfaction):
(a)	a board resolution of the Seller (or, if required by the law of its jurisdiction or its articles of association, by-laws or equivalent constitutional documents, of its shareholders) authorising the execution of and the performance by the Purchaser of its obligations under this Agreement and each of the Transaction Documents to be executed by it;
(b)	a duly executed transfer into the name of the Purchaser in respect of the Shares;
(c)	the share register of the Company with the Purchaser duly registered as the new owner of the Shares as at the Closing Date;
(d)	a resolution of the board of Phadia US Inc. or, if appropriate, a resolution of any committee administering such company’s affairs, to terminate its 401(k) plan (defined contribution pension plan) with effect from the Closing Date or to take such other actions as are required to terminate such plan with effect from the Closing Date;
(e)	duly signed resignations in the Agreed Form of each of:

(i)	Dan Peters as a director of the Company, CB Diagnostics AB and Sweden DIA (Sweden) AB;
(ii)	Stuart McAlpine as a director of the Company, CB Diagnostics AB, Sweden DIA (Sweden) AB and Phadia Holding AB; and
(iii)	Supraj Rajagopalan as a director of Sweden DIA (Sweden) AB and Phadia Sweden AB; and

(f) a counterpart of the Escrow Agreement duly executed by it.

B : Purchaser Obligations

1.

At Closing, the Purchaser shall:

(a)

deliver (or ensure that there is delivered to the Seller) a copy of a resolution of the board and/or supervisory board (as necessary to provide valid authorisation) of directors of the Purchaser (or, if required by the law of its jurisdiction or its articles of association, by-laws or equivalent constitutional documents, of its shareholders) authorising the execution of and the performance by the relevant company of its

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obligations under this Agreement and each of the Transaction Documents to be executed by it;

(b)	deliver evidence to the Seller of the valid issuance of the six year “run-off” directors’ and officers’ liability insurance policy purchased in accordance with clause 9.4;
(c)	pay by electronic funds transfer for value on the Closing Date the Share Price to the Seller’s Bank Account in accordance with clause 2.2;
(d)	deliver to the Seller (or ensure that there is delivered to the Seller) a counterpart of the Escrow Agreement duly executed by it and the Escrow Agent; and
(e)	comply with its obligations under clause 5.4 of this Agreement.

C : General

1. The Seller and the Purchaser shall negotiate in good faith with a view to agreeing before the Closing Date the final form of any Transaction Document which is not in Agreed Form at the date of this Agreement. If not so agreed by the Closing Date, the Transaction Document shall be in the form reasonably specified by the Seller provided it is consistent with the terms of this Agreement.

2. If any document listed in this Schedule 3 is required to be notarised, the parties shall execute such document at a location notified by the Seller to the Purchaser at least 2 Business Days before Closing where a notary with the required qualification will be present.

3. All documents and items delivered at Closing pursuant to this Schedule 3 shall be held by the recipient to the order of the person delivering the same until such time as Closing shall be deemed to have taken place. Simultaneously with:

(a)	delivery of all documents and all items required to be delivered at Closing (or waiver of the delivery of it by the person entitled to receive the relevant document or item);
(b)	receipt of an electronic funds transfer to the Seller’s Bank Account in immediately available funds of the Share Price; and
(c)	the prepayment and cancellation of all inter-company debt, the PIK Loan Agreement and the Facilities referred to in clause 5.4;

the documents and items delivered in accordance with this Schedule shall cease to be held to the order of the person delivering them and Closing shall be deemed to have taken place.

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SCHEDULE 5

DEFINITIONS AND INTERPRETATION

1. Definitions. In this Agreement, the following words and expressions shall have the following meanings:

Additional Share Price shall be an incremental amount calculated at a rate of 1.28 per cent. per annum on the amount of the Initial Share Price from and including 1 April 2011 to and including the Closing Date;

Affiliate means:

(a)	in the case of a person which is a body corporate, any subsidiary or parent company of that person and any subsidiary of any such parent company, in each case from time to time;
(b)	in the case of a person which is an individual, any spouse, co-habitee and/or lineal descendants by blood or adoption or any person or persons acting in its or their capacity as trustee or trustees of a trust of which such individual is the settler;
(c)	any Affiliate of any person in paragraphs (a) to (b) above.

Agreed Form means, in relation to a document, the form of that document which has been initialled on the date of this Agreement for the purpose of identification by or on behalf of the Seller and the Purchaser (in each case with such amendments as may be agreed in writing by or on behalf of the Seller and the Purchaser);

Antitrust Conditions means the US Antitrust Condition, the EU Antitrust Condition and the Japan Antitrust Condition;

Antitrust Laws means Legal Requirements that prohibit, restrict or regulate actions having the purpose or effect of any monopoly or restraint of trade or lessening of competition, whether through any concentration, merger, acquisition or otherwise;

Balance Sheet Date means 31 March 2011;

Borrowers has the meaning set out in the Facilities Agreement;

Business Day means a day other than a Saturday or Sunday or public holiday in England and Wales, Sweden and the United States on which banks are open in London, Stockholm and New York for general commercial business;

Claim means any claim under or for breach of this Agreement including, without limitation, any claim for breach of the Seller’s Warranties;

Closing means closing of the sale and purchase of the Shares in accordance with the provisions of this Agreement;

Closing Date has the meaning given in clause 5.1;

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Company means CB Diagnostics Holding AB, a company incorporated in Sweden with registered number 556712-9050 whose registered address is c/o Phadia AB, Box 6460, SE-751 37 Uppsala, Sweden;

Competing Business means an in vitro IGE allergy testing business which either competes with the business of the Target Companies as carried out on the Closing Date or is proposed to be carried out in accordance with the approved business plan for the Target Companies for the financial year ending 31 December 2011;

Conditions has the meaning given in clause 3.1;

Confidential Information has the meaning given in clause 17.1;

Connected Persons has the meaning given in clause 23;

Costs means losses, damages, costs (including reasonable legal costs) and expenses (including taxation), in each case of any nature whatsoever;

Data Room means the data room administered by Merrill Corporation comprising the documents and other information relating to the Target Companies and their businesses;

Default Interest means interest at LIBOR plus two per cent;

Derivative Schedule means the derivative assets, liabilities and interest rate caps detailed in the spreadsheets in the Agreed Form;

Disclosure Letter means the letter from the Management to the Purchaser executed and delivered immediately before the signing of this Agreement;

Escrow Account means the account established to hold (and holding) the contribution to be made into escrow by, or on behalf of, funds managed and advised by Cinven Limited in connection with this Agreement and the Escrow Agreement;

Escrow Agent means J.P. Morgan Chase Bank, N.A., London branch;

Escrow Agreement means the agreement in the Agreed Form between the Seller, the Purchaser and the Escrow Agent setting out the terms of operation of the Escrow Account;

Escrow Amount means €50,000,000;

Facilities has the meaning set out in the Facilities Agreement;

Facilities Agreement means the senior facilities agreement made between CB Diagnostics AB, the Original Guarantors (as defined therein), The Royal Bank of Scotland plc, Unicredit Markets and Investment Banking, UBS Limited, the Original Lenders (as defined therein) and Skandinaviska Enskilda Banken AB dated 16 January 2007, as amended from time to time;

Financial Debt means borrowings and indebtedness in the nature of borrowing (including by way of acceptance credits, discounting or similar facilities, loan stocks, bonds, debentures, notes, overdrafts or any other similar arrangements the purpose of which is to raise money) owed to any banking, financial, acceptance credit, lending or other similar institution or organisation;

First Escrow Period means the period ending 6 months following the Closing Date;

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First Release Date means the first Business Day following the end of the First Escrow Period;

Governmental Entity means any supra-national, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, including the European Union;

HSR Act means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 as amended;

Indirect Damages means any special damages (including punitive, consequential or other indirect damages), consequential loss, loss of profit, goodwill or possible business or other measure of damage or loss that are not direct damages (including any measure taking into account any multiple of earnings, revenue or other financial or business performance);

Initial Share Price means €1,052,012,000;

Leakage means:

(a) in each case to, or on behalf of, or for the benefit of the Seller or any of its Affiliates:

(i)	any dividend or distribution (whether in cash or in kind) declared, paid or made by any Target Company;
(ii)	any return of capital (whether by reduction of capital or redemption or purchase of shares) by any Target Company;
(iii)	any fees (including directors’ fees, management fees or monitoring fees) paid by any Target Company (excluding any VAT in respect of the fees which is recoverable by the Target Companies by repayment or credit);
(iv)	any transfer of an asset, right, value or benefit by any Target Company at an undervalue; and

(b)

any payments made, or liabilities incurred, by any Target Company to any third party in connection with implementation of the Proposed Transaction (including any transaction or retention bonuses for management or adviser’s fees payable in connection with implementation of the Proposed Transaction and excluding any VAT and any other taxes payable or credited on such bonuses or fees),

(c)

but, in each case, does not include: (i) Permitted Leakage, (ii) the repayment of inter-company debt or the Facilities pursuant to clause 5.4, (iii) the repayment of the payment in kind facility entered into by the Company, or (iv) the payment of salary (including any associated social security payments), benefits or other emoluments, in the ordinary course of business, by a Target Company to any of its directors, officers or employees;

Legal Requirement means any law, statute, legislation, constitution, principle of common law, treaty, regulation, resolution or promulgation, or any decree, order, injunction, rule, judgment, consent, interpretation or other guidance, that has been issued or enacted by any Governmental Entity;

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LIBOR means the display rate per annum of the offered quotation for deposits in sterling for a period of one month which appears on the appropriate page of the Reuters Screen (or such other page as the parties may agree) at or about 11.00 a.m. London time on the date on which payment of the sum under this Agreement was due but not paid;

Management means Magnus Lundberg, Anders Lundmark, Peter Sifwerbrand, Hakan Englund, Stefan Eschbach, Ulrika Svensson, Santiago Pulido, Patrick de Lobel, David Esposito, Koichi Iwai and Jean Forcione;

Management Escrow Account means the account established to hold (and holding) the contribution to be made into escrow by, or on behalf of, management in connection with the Management Warranty Deed;

Management Escrow Amount means €25,000,000;

Management Warranty Deed means the management warranty deed to be entered into by Management and the Purchaser on the date of this Agreement;

Management Warranties means the warranties given by management under the terms of the Management Warranty Deed;

Material Adverse Change means any event, change or fact that is, individually or in the aggregate, materially adverse to the assets, liabilities, results of operations or financial condition of the Target Companies, taken as a whole, which:

(a)	occurs after the date of this Agreement;
(b)	was not Fairly Disclosed by this Agreement, any other Transaction Document or any document disclosed in the Data Room;
(c)	directly results in cost or loss to the Target Companies in excess of €375 million, excluding, for the avoidance of doubt, any Indirect Damages and having set off any increase in the market value of the Target Companies caused by any other events which have occurred since the date of this Agreement, but excluding from the calculation of the amount of such reduction any loss, damage, costs or liability arising from the event to the extent that it has been remedied prior to Closing and/or the Target Companies have a right of compensation or recovery in respect thereof (whether by insurance or otherwise); and
(d)	does not, directly or indirectly, relate to or result from:

(i)	changes in interest rates, exchange rates or securities or commodity prices or in economic, financial, market or political conditions (including any acts of war, civil unrest or other hostilities (or the escalation of such acts of war, civil unrest or other hostilities)) generally;
(ii)	changes in conditions generally affecting the industry in which the Target Companies operate;
(iii)	seasonal changes or any hurricane, tornado, flood, earthquake, volcanic eruption, other consequence of weather or any other natural disaster, or any acts of God, terrorist attacks, or any caution or recommendation against travel by any Governmental Entity, for whatever reason;

Page 39

(iv)	the announcement of the signing of this Agreement or the pendency of the transactions contemplated hereby, including, in such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, investors or employees and the identity of the Purchaser and its Subsidiaries;
(v)	changes in applicable laws, regulations or accounting practices;
(vi)	any failure by the Target Businesses to meet any projections, guidance, estimates, forecasts or milestones for or during any period ending on or after the date of this Agreement (provided, however, that, except as otherwise provided in this definition, the underlying causes of such failure may be taken into account in determining whether a Material Adverse Change has occurred);
(vii)	any transaction contemplated by any of the Transaction Documents or any change in control resulting from any such transaction;
(viii)	any act or omission of the Purchaser or any member of the Purchaser Group; or
(ix)	any act or omission of any member of the Seller or the Target Companies in the ordinary course of business or at the request or with the consent of the Purchaser or any member of the Purchaser Group or as required or permitted to be done under the terms of any of the Transaction Documents.

Order has the meaning given in clause 3.1(h);

parent company means any company which holds a majority of the voting rights in another company, or which is a member of another company and has the right to appoint or remove a majority of its board of directors, or which is a member of another company and controls a majority of the voting rights in it under an agreement with other members, in each case whether directly or indirectly through one or more companies;

Permitted Encumbrances means security interests arising in the ordinary course of business or by operation of law including security interests for taxation and other governmental charges;

Permitted Leakage means those items of Leakage or third party costs (as applicable) as detailed in column 1 of Schedule 4;

Phadia Real Property means Phadia Real Property AB, a company incorporated in Sweden with registered number is 556619-6803 and whose registered address is Uppsala, Sweden;

PIK Loan Agreement means the PIK loan agreement dated 28 February 2007, as amended from time to time, between, inter alia, the Company as borrower, Credit Suisse, London Branch as Administrative Agent (as defined therein) and the Original Lenders named therein;

Pre-Closing Period means the period from and including the date of this Agreement to and including the Closing Date;

Proposed Transaction means the transaction contemplated by the Transaction Documents;

Purchaser Group means the Purchaser and its Subsidiaries from time to time;

Page 40

Purchaser Obligation means any representation, warranty or undertaking to indemnify given by the Purchaser to the Seller under this Agreement;

Purchaser’s Bank Account means the Purchaser’s bank account at Bank of America; account name 4426394781; ABA #026 009 593 (and/or such other account(s) as the Seller and Purchaser may agree in writing);

Purchaser Warranties means the warranties of the Purchaser set out in clause 6.1;

Relevant Countries has the meaning given in clause 3.1(h);

Representatives has the meaning given in clause 17.1;

Second Escrow Period means the period ending on the earlier of: (a) 12 months following the Closing Date, and (b) the date on which the auditors of the Target Companies release their audit opinion in respect of the accounts of the Target Companies for the financial year ending 31 December 2011;

Second Release Date means the first Business Day following the end of the Second Escrow Period;

Security means the security given by Target Companies pursuant to, or in connection with, the Facilities Agreement;

Seller Obligation means any representation, warranty or undertaking to indemnify given by the Seller to the Purchaser under this Agreement;

Seller’s Bank Account means the account at Crédit Agricole Luxembourg 39, Allée Scheffer, L-2520 Luxembourg with IBAN number LU46 1230 0104 3050 0002 EUR and SWIFT code: AGRILULA (and/or such other account(s) as the Seller and Purchaser may agree in writing);

Seller’s Lawyers means Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS;

Seller’s Warranties means the warranties given by the Seller pursuant to clause 6;

Shares means the shares comprising the entire issued share capital of the Company;

Share Price means the Initial Share Price and the Additional Share Price;

Subsidiary and Subsidiaries means any company in relation to which another company is its parent company;

Surviving Provisions means clauses 12 (Announcements), 17 (Confidentiality), 18 (Assignment), 20 (Costs), 21 (Notices), 22 (Conflict with other Agreements), 23 (Whole Agreement), 25 (Waiver, Rights and Remedies), 26.1 (Variations), 27 (Invalidity), 28 (No Third Party Enforcement Rights), 29 (Governing Law and Jurisdiction) and Schedule 5 (Definitions and Interpretation);

Target Businesses means the business of the Target Companies;

Target Companies means the Company and its Subsidiaries, and Target Company means any of them;

Page 41

Tax and Taxation mean any form of taxation and any levy, duty, charge, withholding or impost of a similar nature (including any penalty or interest payable in connection with, or with any failure to pay or any delay in paying, any of the same);

Tax Authority and Taxation Authority means any Governmental Entity anywhere in the world that is a taxing authority, and that is competent to impose, collect or administer any Taxation;

Tax Returns means all returns and similar statements required to be filed with a Tax Authority with respect to any Tax (including any attached schedules or computations), including any information return, claim for refund, amended return or declaration of estimated Indemnified Taxes (and Tax Return means any one of the Tax Returns);

Third Party Right means any interest or equity of any person (including any right to acquire, option or right of pre-emption or conversion) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, deferred purchase, title retention, right of set off or any other security agreement or arrangement, or any agreement to create any of the above;

Transaction Documents means this Agreement, any other documents in Agreed Form, the Disclosure Letter and the Management Warranty Deed;

Unconditional Date has the meaning given in clause 3.12;

Uppsala Property means the property comprising the 68,000 square metres of unused land at Fyrislund 6:11 in Uppsala;

Uppsala Property Consideration means an amount in cash (in SEK) equal to the gross cash proceeds (less any reasonable transaction costs) received by Phadia Real Property in consideration for the Uppsala Property Disposal as set out in the Uppsala Property Contract (if applicable);

Uppsala Property Contract means an agreement between Phadia Real Estate and a proposed purchaser of the Uppsala Property entered into prior to the Closing Date;

Uppsala Property Disposal has the meaning given to it in clause 15.1;

Uppsala Property Disposal Notice has the meaning given to it in clause 15.3(d);

VAT means

(a)	any tax imposed in compliance with the Council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (including, in relation to the UK, value added tax imposed by Value Added Tax Act 1994 and legislation and regulations supplemental thereto); and
(b)	any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in (a), or elsewhere; and

Working Hours means 9.30am to 5.30pm in the relevant location on a Business Day.

2. Interpretation. In this Agreement, unless the context otherwise requires:

Page 42

(a)	references to a person include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (whether or not having separate legal personality);
(b)	headings do not affect the interpretation of this Agreement; the singular shall include the plural and vice versa; and references to one gender include all genders;
(c)	references to any English legal term or concept shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction;
(d)	any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

3. Enactments. Except as otherwise expressly provided in this Agreement, any express reference to an enactment (which includes any legislation in any jurisdiction) includes references to: (i) that enactment as amended, consolidated or re-enacted by or under any other enactment before or after the date of this Agreement; (ii) any enactment which that enactment re-enacts (with or without modification); and (iii) any subordinate legislation (including regulations) made (before or after the date of this Agreement) under that enactment, as amended, consolidated or re-enacted as described at (i) or (ii) above, except to the extent that any of the matters referred to in (i) to (iii) occurs after the date of this Agreement and increases or alters the liability of the Seller or the Purchaser under this Agreement.

4. Schedules. The Schedules comprise schedules to this Agreement and form part of this Agreement.

5. Inconsistencies. Where there is any inconsistency between the definitions set out in this Schedule and the definitions set out in any clause or any other Schedule, then, for the purposes of construing such clause or Schedule, the definitions set out in such clause or Schedule shall prevail.

6. Time of the Essence. Time shall be of the essence in the interpretation of this Agreement. All times stated shall be London time unless otherwise provided.

7. Foreign Exchange Conversions. If any amount to be paid, transferred, allocated, indemnified, reimbursed or calculated pursuant to, or in accordance with, the terms of this Agreement or any Schedule referred to herein is originally stated or expressed in a currency other than Euros, then, for the purpose of determining the amount to be so paid, transferred, allocated, indemnified, reimbursed or calculated, such amount shall be converted into Euros at the exchange rate between those two currencies most recently quoted in the London edition of The Financial Times as at the Business Day immediately prior to (or, if no such quote exists on such Business Day, on the closest Business Day prior to) the day on which the party required to make such payment, transfer, indemnification, reimbursement or calculation first becomes obliged to do so hereunder; provided, however, that nothing in this paragraph 8 shall be deemed to require any party to make any foreign currency conversion or other similar calculation that violates or conflicts with, or otherwise causes a party to violate, applicable Legal Requirements. This paragraph shall not apply in relation to any payments that the Purchaser is required to make pursuant to clause 5.4 but shall apply to any inter-company debt and/or the Facilities that have not been disclosed in the Data Room. This paragraph shall also not apply in relation to the payment of the Uppsala Property Consideration pursuant to clause 15.

Page 43

SIGNATURE

This Agreement is signed by duly authorised representatives of the parties:

SIGNED	)	SIGNATURE:	/s/ Danièle Arendt-Michels
for and on behalf of	)
CB DIAGNOSTICS	)
LUXEMBOURG S.À R.L	)	NAME:	Danièle ARENDT-MICHELS Manager

SIGNED	)	SIGNATURE:	/s/ Stuart McAlpine
for and on behalf of	)
CINVEN CAPITAL MANAGEMENT	)
(IV) LIMITED as general	)	NAME:	STUART MCALPINE
partner of CINVEN CAPITAL	)
MANAGEMENT (IV) LIMITED	)
PARTNERSHIP as general	)
partner of FOURTH CINVEN	)
FUND (NO.1) LIMITED PARTNERSHIP)
SIGNED	)	SIGNATURE:	/s/ Stuart McAlpine
for and on behalf of	)
CINVEN CAPITAL MANAGEMENT	)
(IV) LIMITED as general	)	NAME:	STUART MCALPINE
partner of CINVEN CAPITAL	)
MANAGEMENT (IV) LIMITED	)
PARTNERSHIP as general	)
partner of FOURTH CINVEN	)
FUND (NO.2) LIMITED PARTNERSHIP)
SIGNED	)	SIGNATURE:	/s/ Stuart McAlpine
for and on behalf of	)
CINVEN CAPITAL MANAGEMENT	)
(IV) LIMITED as general	)	NAME:	STUART MCALPINE
partner of CINVEN CAPITAL	)
MANAGEMENT (IV) LIMITED	)
PARTNERSHIP as general	)
partner of FOURTH CINVEN	)
FUND (NO.3 -VCOC)	)
LIMITED PARTNERSHIP	)

SIGNED	)	SIGNATURE:	/s/ Stuart McAlpine
for and on behalf of	)
CINVEN CAPITAL MANAGEMENT	)
(IV) LIMITED as general	)	NAME:	STUART MCALPINE
partner of CINVEN CAPITAL	)
MANAGEMENT (IV) LIMITED	)
PARTNERSHIP as general	)
partner of FOURTH CINVEN	)
FUND (NO.4) LIMITED PARTNERSHIP)
SIGNED	)	SIGNATURE:	/s/ Stuart McAlpine
for and on behalf of	)
CINVEN CAPITAL MANAGEMENT	)
(IV) LIMITED as general	)	NAME:	STUART MCALPINE
partner of CINVEN CAPITAL	)
MANAGEMENT (IV) LIMITED	)
PARTNERSHIP as general	)
partner of FOURTH CINVEN	)
FUND (UBTI) LIMITED	)
PARTNERSHIP	)
SIGNED	)	SIGNATURE:	/s/ Stuart McAlpine
for and on behalf of	)
CIP (IV) NOMINEES LIMITED	)
acting on behalf of FOURTH CINVEN	)	NAME:	STUART MCALPINE
FUND CO-INVESTMENT	)
PARTNERSHIP	)
SIGNED	)	SIGNATURE:	/s/ Stuart McAlpine
for and on behalf of	)
CINVEN CAPITAL MANAGEMENT	)
(IV) LIMITED as general	)	NAME:	STUART MCALPINE
partner of CINVEN CAPITAL	)
MANAGEMENT (IV) LIMITED	)
PARTNERSHIP as general	)
partner of FOURTH CINVEN (MACIF)	)
LIMITED PARTNERSHIP	)
SIGNED	)	SIGNATURE:	/s/ Geismaan
for and on behalf of	)
CINVEN SA as manager of	)
FOURTH CINVEN FUND FCPR	)	NAME:	X. GEISMAAN

SIGNED	)	SIGNATURE:	/s/ Seth H. Hoogasian
for and on behalf of	)
THERMO FISHER SCIENTIFIC INC.	)	NAME:	SETH H. HOOGASIAN

EX-99.2

Exhibit 99.2

2011

Warrantors

Management Contributor

ML Family Trust

and

Purchaser

Warranty Deed

Hogan Lovells

CONTENTS

CLAUSE	PAGE
1. INTERPRETATION		1
2. WARRANTIES		8
3. LIMITATIONS ON THE MANAGEMENT PARTIES’ LIABILITY		9
4. MANAGEMENT ESCROW ACCOUNT		9
5. RESTRICTIVE COVENANTS		9
6. COSTS		10
7. GENERAL		10
8. ASSIGNMENT		11
9. NOTICES		11
10. GOVERNING LAW AND JURISDICTION		13
11. WARRANTORS REPRESENTATIVE		13
12. ENTIRE AGREEMENT		14
13. TERMINATION		15
14. THIRD PARTY RIGHTS		15
SCHEDULE 1 THE WARRANTORS		16
SCHEDULE 2 WARRANTIES		17
SCHEDULE 3 LIMITATIONS ON THE MANAGEMENT PARTIES’ LIABILITY		29
SCHEDULE 4 REAL PROPERTY		35
SCHEDULE 5 INFORMATION ABOUT THE COMPANY AND SUBSIDIARY UNDERTAKINGS		41
SCHEDULE 6 MANAGEMENT ESCROW ACCOUNT		47
Agreed Form Document:
1 Data Room Index

THIS DEED is made on 19 May 2011

BETWEEN:

(1)	Those persons whose names and addresses are set out in Schedule 1 (together the Warrantors and each a Warrantor);
(2)	IGENZA CIN AB, a company incorporated in Sweden (registered number 556722-6634) whose registered office is at c/o Phadia AB, PO BOX 6460, SE-75137, Uppsala, Sweden (the Management Contributor);
(3)	MICHAEL LAND FAMILY TRUST of Marshall and Ilsley Trust Company, 111 E. Kilbourn Suite 200, Milwaukee, WI 53202 (the ML Family Trust); and
(4)	THERMO FISHER SCIENTIFIC INC., a corporation incorporated in Delaware, United States of America, of 81 Wyman Street, Waltham, Massachusetts, United States of America (the Purchaser).

WHEREAS:

(A)	The Purchaser intends to acquire the entire issued share capital of the Company pursuant to the terms of the Sale and Purchase Agreement.
(B)	This Deed sets out the terms on which the Warrantors will give certain Warranties to the Purchaser in relation to the Group.

THE PARTIES AGREE as follows:

1.	INTERPRETATION
1.1	In this Deed:

Accounts	means the audited consolidated financial statements of the Group for the financial year which ended on 31 December 2010;
Affiliate	means in the case of a person which is a body corporate, any subsidiary undertaking or parent undertaking of that person and any subsidiary undertaking of any such parent undertaking, in each case from time to time;
Anti-Bribery Law	means (a) the US Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations issued thereunder, (b) the UK Bribery Act 2010 and any regulations issued thereunder and (c) any other law, rule, regulation, or other legally binding measure of any jurisdiction that relates to bribery or corruption;
Anti-Trust Laws	means Legal Requirements that prohibit, restrict or regulate actions having the purpose or effect of any monopoly or restraint of trade or lessening of competition, whether through any concentration, merger, acquisition or otherwise;
Bank Facilities	means the bank facilities of the Group as set out in the Annex initialled by the parties for identification;

Business	means the business carried on by the Group at the date of this Deed;
Business Day	means a day other than a Saturday or Sunday or public holiday in England and Wales, Sweden and the United States on which banks are open in London, Stockholm and New York for general commercial business;
CB Subsidiary Undertakings	means the subsidiary undertakings of the Company listed in Schedule 5 of this Deed and a Subsidiary Undertaking shall mean any one of them;
Claim	means any claim by the Purchaser for breach of the Warranties;
Closing	means the closing of the Sale and Purchase Agreement in accordance with its terms;
Closing Date	shall have the meaning given in Schedule 8 of the Sale and Purchase Agreement;
Company	means CB Diagnostics Holding AB, a company incorporated in Sweden with registered number 556712-9050 whose registered address is c/o Phadia AB, Box 6460, SE-751 37 Uppsala, Sweden;
Computer Hardware	means any and all computer and network equipment used by the Group;
Computer Software	means any and all computer programs in both source and object code form used by the Group, including all modules, routines and sub-routines thereof and all source materials relating thereto, including user requirements, functional specifications and programming specifications, programming languages, algorithms, file structures, coding sheets and coding;
Computer Systems	means all the Computer Hardware and/or Computer Software;
Conditions	means the Closing Conditions as such term is defined in Schedule 8 of the Sale and Purchase Agreement;
Data Room Index	means the index of data room documents in the agreed form;
Data Room Information	means the materials and information made available for inspection by the Purchaser and its advisers on-line in the data room administered by Merrill Corporation not less than one Business Day prior to the date of this Deed, details of which are set out in the Data Room Index;
Disclosure Letter	means the letter from the Warrantors to the Purchaser (together with any documents attached to it) in relation to the Warranties having the same date as this Deed the receipt of which has been acknowledged by the Purchaser;

Hogan Lovells

Dismissal	means, in respect of any Warrantor, the termination or constructive termination of his/her employment with the relevant Group Company (“Relevant Employment”). For the avoidance of doubt, termination of a Warrantor’s Relevant Employment for reasons of (i) voluntary resignation or (ii) summary dismissal under that Warrantor’s existing service contract, shall not qualify as a Dismissal.
Encumbrance	means any interest or equity of any person or Governmental Entity (including any right to acquire, option or right of pre-emption or conversion) or any mortgage, charge, pledge, lien, assignment, hypothecation, licence, security interest, deferred purchase, title retention, right of set off or any other security agreement or arrangement, or any agreement to create any of the above;
Environment	means:

(a)	land, including, without limitation, surface land, sub-surface strata, sea bed and river bed under water (as defined in paragraph (b)) and natural and man-made structures;
(b)	water, including, without limitation, coastal and inland waters, surface waters, ground waters and water in drains and sewer; and
(c)	air, including, without limitation, air inside buildings and other natural and man-made structures above or below ground, and the term “Environmental” shall be construed accordingly;

Environmental Law

means applicable law (whether civil, criminal or administrative), common law, statute, subordinate legislation, treaty, regulation, directive, decision, by-law, code, order, notice, demand, decree, injunction, resolution, judgement or resolution of a government, supranational, federal, state or local government, statutory, administrative or regulatory body, court, agency or association in any part of the world in which the Group carries on business, in each case, is binding on the Group Companies and concerns: (a) the prevention of pollution or protection of the Environment; (b) the prevention of harm to the health of humans beings arising in connection with exposure to Hazardous Substances other than Hazardous Substances present in the fabric of any man-made structure; or (c) the health and safety of workers;

Environmental Permit

means an approval from any Governmental Entity that is required for a particular operation or activity as the result of any Environmental Law and such permits are not limited to the permit document itself but can include and/or incorporate by reference information contained in permit applications, agency correspondence, environmental sampling and monitoring reports, compliance reports and similar documents;

Hogan Lovells

Extended Longstop Date	has the meaning assigned to it in the Sale and Purchase Agreement;
Fairly Disclosed	means disclosed in sufficient detail to enable a reasonable purchaser with knowledge and experience of the diagnostics industry to understand (solely by reference to the disclosure) the nature and financial and operational effect on the Company and the Business of the matter disclosed;
Governmental Entity	means any supra-national, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, including the European Union;
Group	means the Company and each Subsidiary Undertaking;
Group Company	means the Company or a Subsidiary Undertaking;
Hazardous Substances	means a natural or artificial substance or organism which, if generated, manufactured, processed, used, treated, stored, distributed, disposed of, transported or handled (alone or combined with another substance or organism) is or proves to be harmful, in the quantities in which it is present at the Properties, to the Environment or a living organism, or which is prohibited or restricted under Environmental Law;
Indebtedness	means, without duplication: (a) any obligation of any Group Company for borrowed money (including all obligations for principal and interest, premiums and penalties thereon); (b) any payment obligations of any Group Company evidenced by any note, bond, debenture or other debt security; (c) any payment obligations of any Group Company secured by a mortgage; (d) any payment obligations of any Group Company as lessee or lessees under leases that have been recorded in the accounts of the Group Company as capital leases; (e) all obligations of any Group Company for the reimbursement of letters of credit, bankers acceptance or similar credit transactions; and (f) all obligations of the types described in clauses (a) through (e) above the payment of which is guaranteed, directly or indirectly, by any Group Company;
Intellectual Property	means any rights in or to intellectual property (of any kind, in any jurisdiction, whether or not registered or registrable) including without limitation, patents, Trade Marks, registered designs, domain names, applications for any of those rights, trade and business names, unregistered trade marks and service marks, logos, copyrights, rights in designs, database rights and rights in confidential information (including Know How);
Intellectual Property Rights	means all Intellectual Property owned, used or required to be used by a Group Company;

Hogan Lovells

Interim Accounts	means the consolidated financial statements of the Group for the period 1 January 2011 to 31 March 2011;
Key Employee	means any of Magnus Lundberg, Anders Lundmark, Jean Forcione, Peter Silfwerbrand, Hakan Englund, Stefan Eschbach, Ulrika Svensson, David Esposito, Santiago Pulido, Koichi Iwai and Patrick de Lobel;
Key Warranties	means those statements contained in paragraphs 1, 3, 6.1, 6.2, 14.1, 14.2 and 20.4 of Schedule 2;
Know How	means all confidential technical information (including, but not limited to formulae, designs, specifications, drawings manuals, computation models, process descriptions, software (including object and source codes)) which at Closing is or has been used or held, developed, generated, created or acquired for use in, or for the benefit of, the Business;
Last Accounting Date	means 31 March 2011;
Longstop Date	has the meaning assigned to it in the Sale and Purchase Agreement;
Management Accounts	means the consolidated financial statements of the Group for the period 1 April 2011 to 30 April 2011;
Management Escrow Account	means the interest-bearing deposit account in the name of the Management Escrow Agent or such other account as the Management Parties’ Representatives and the Purchaser may from time to time designate in writing for the purpose of holding the Management Escrow Sum;
Management Escrow Agent	means J.P. Morgan Chase Bank, N.A., London branch;
Management Escrow Agreement	means the agreement in the Agreed Form among the Warrantors, the Management Contributor, the Purchaser and the Escrow Agent setting out the terms of operation of the Warranty Escrow Account;
Management Escrow Amount	means €25,000,000;
Management Escrow Period	means the period ending on the earlier of: (a) 12 months following the Closing Date, and (b) the date on which the auditors of the Target Companies release their audit opinion in respect of the accounts of the Target Companies for the financial year ending 31 December 2011;
Permit	means a permit, licence, consent, approval, certificate, registration or other authorisation, in each case required under law, rules or regulation for the operation of the Business;

Hogan Lovells

Management Parties	means the Warrantors, the Management Contributor and the ML Family Trust;
Properties	means the freehold and leasehold properties, summary details of which are set out in Schedule 4 of this Deed;
Purchaser Group	means the Purchaser and its Subsidiaries from time to time;
Q&A Responses	means the written responses to queries raised by the Purchaser, and provided by or on behalf of the Warrantors to the Purchaser dated 18 May 2011 and attached to the Disclosure Letter;
Sale and Purchase Agreement	means the sale and purchase agreement dated on or about the date of this Deed among, inter alia, the Seller, the Purchaser and the Purchaser Guarantor;
Seller	means CB Diagnostics Luxembourg S.R.L a company incorporated in the Grand Duchy of Luxembourg with registered number B122.409 of 4, rue Albert Borschette, L-1246 Luxembourg;
Shares	means 100,000 shares at 1 SEK each held by the Seller, comprising the entire allotted, issued and to be issued share capital of the Company;
Target Companies	has the meaning given to it in the Sale and Purchase Agreement;
Tax and Taxation	mean any form of taxation and any levy, duty, charge, withholding or impost of a similar nature (including any penalty or interest payable in connection with, or with any failure to pay or any delay in paying, any of the same);
Tax Authority and Taxation Authority	means any Governmental Entity anywhere in the world that is a taxing authority, and that is competent to impose, collect or administer any Taxation;
Taxes Act	means the Income and Corporation Taxes Act 1988;
Tax Legislation	means any statute, statutory instrument, enactment, law, by-law, directive, decree, ordinance, regulation or legislative provision or generally applicable ruling, issued or adopted providing for, imposing or relating to Tax;
Trade Marks	means trade marks and service marks in any jurisdiction, which are registered or protected by law, including rights of a similar nature and applications for the same;
Transaction	means the acquisition by the Purchaser of the entire issued share capital of the Company pursuant to the terms of the Sale and Purchase Agreement;
Transaction Documents	has the meaning assigned to it in the Sale and Purchase Agreement;

Hogan Lovells

Warranty	means a statement contained in Schedule 2 (and Warranties means all those statements);
Warranty Liability	means, in respect of each Warrantor and the Management Contributor, that individual’s maximum aggregate liability under this Deed, such amount being set out opposite that individual’s name in column 2 of paragraph 1.3 of Schedule 3.
Warranty Proportion	means, in respect of each Warrantor and the Management Contributor, the proportion set out opposite his/her name in column 3 of paragraph 1.3 of Schedule 3.

1.2	In this Deed, a reference to:
(a)	a subsidiary undertaking or parent undertaking is to be construed in accordance with section 1162 of the Companies Act 2006;
(b)	liability under, pursuant to or arising out of (or any analogous expression) any agreement, contract, deed or other instrument includes a reference to contingent liability under, pursuant to or arising out of (or any analogous expression) that agreement, contract, deed or other instrument provided that the Warrantors shall not be obliged to make any payment in respect of a Claim that relates to a contingent liability until the contingent liability to which that Claim relates becomes an actual liability;
(c)	a document in the agreed form is a reference to a document in a form approved and for the purposes of identification initialled by or on behalf of each party;
(d)	a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time before the date of this Deed and in force as at the date of this Deed and any subordinate legislation made under the statutory provision (as so modified or re-enacted) before the date of this Deed and in force at the date of this Deed;
(e)	a person includes a reference to any individual, firm, company, corporation or other body corporate, government, state or agency of a state or any joint venture, association or partnership, works council or employee representative body (whether or not having separate legal personality);
(f)	words denoting one gender shall include each gender and all genders;
(g)	an individual includes a reference to that individual’s legal personal representatives;
(h)	a party includes a reference to that party’s successors and permitted assigns;
(i)	a clause, paragraph or schedule, unless the context otherwise requires, is a reference to a clause or paragraph of, or schedule to, this Deed;
(j)	a phrase introduced by the term “include”, “including”, “in particular” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term;

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(k)	any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term and to any English statute shall be construed so as to include equivalent or analogous laws of any other jurisdiction; and
(l)	times of the day is to London time (unless otherwise stated) and time shall be of the essence in the interpretation of this Agreement.
1.3	The headings in this Deed do not affect its interpretation.
1.4	Where any Warranty is qualified by reference to materiality (including the phrase in all material respects), such reference shall, unless specified to the contrary, be construed as a reference to materiality in the context of the Business taken as a whole.
2.	WARRANTIES
2.1	Subject to the limitations set out in clause 3, each of the Warrantors severally warrants to the Purchaser that, so far as he is actually aware (and expressly excluding from that expression any constructive or imputed knowledge), having made all reasonable enquiries of each of the other Warrantors, each Warranty (other than the Key Warranties) is true and accurate at the date of this Deed.
2.2	Subject to the limitations set out in clause 3, each of the Warrantors severally warrants to the Purchaser that each Key Warranty is true and accurate at the date of this Deed.
2.3	The Warranties are qualified by the facts and circumstances Fairly Disclosed in the (a) Sale and Purchase Agreement, (b) Disclosure Letter, (c) Data Room Information and (d) the Q&A Responses.
2.4	The Warrantors confirm that they have used their reasonable endeavours to identify the relevant warranty or warranties against which the specific disclosures set out in the Disclosure Letter are disclosed. For the avoidance of doubt, any failure on the part of the Warrantors in this regard will not operate to increase their liability under this Deed or the Disclosure Letter.
2.5	The Warrantors undertake not to make any claim against a Group Company or a director, officer or employee of a Group Company which they may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice provided by a Group Company or a director, officer or employee of a Group Company for the purpose of assisting the Warrantors to give a Warranty or prepare the Disclosure Letter, other than in respect of a claim arising as a result of any fraud, bad faith or deliberate concealment by a Group Company or a director, officer or employee of a Group Company.
2.6	Each Warranty is to be construed independently and (except where this Deed provides otherwise) is not limited by a provision of this Deed or another Warranty.
2.7	The Warranties shall not in any respect be extinguished or affected by Closing.
2.8	The Warrantors acknowledge that the Purchaser has relied upon the Warranties on entering into the Sale and Purchase Agreement.

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3.	LIMITATIONS ON THE MANAGEMENT PARTIES’ LIABILITY
	The provisions of Schedule 3 of this Deed shall apply to limit the Management Parties’ liability in relation to any Claim.
4.	MANAGEMENT ESCROW ACCOUNT
4.1	Conditional upon payment of the Escrow Amount (as such term is defined in the Sale and Purchase Agreement) in accordance with the terms of the Sale and Purchase Agreement, the Management Parties each agree that the Seller is irrevocably authorised to contribute an amount equal to their respective Warranty Liability into the Management Escrow Account on and with effect from Closing.
4.2	The Management Escrow Account shall be established and operated in accordance with the terms of Schedule 6 for recourse by the Purchaser in order to satisfy any liability of the Management Parties pursuant to any breach of the Warranties.
5.	RESTRICTIVE COVENANTS
5.1	For the purposes of this clause 5:
	“Relevant Business” means any business which competes with any portion of the business of the Target Companies as carried out on the Closing Date; and
	“Relevant Period” means the period commencing on the Closing Date and ending on the date falling 18 months from the Closing Date.
5.2	Each Warrantor hereby undertakes to the Purchaser, with the intent of assuring to the Purchaser the full benefit and value of the goodwill and connections of the Group Companies, and as a constituent part of the agreement for the sale of the Shares, that he or she will not during the Relevant Period (save as otherwise specified):
(a)	directly or indirectly and whether for his or her own account or in partnership with another or others or as agent for another or others engage in or be concerned with or interested in any Relevant Business;
(b)	without prejudice to the generality of the provisions contained in clause 5.2(a), directly or indirectly solicit, interfere with or endeavour to entice away from the Purchaser Group any person who is at the date of this Deed a director or employee of a Group Company having a base salary in excess of €125,000 per annum (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of such company) nor knowingly employ or aid or assist in or procure the employment by any other person, firm or company of any such person; or
(c)	without prejudice to the generality of the provisions contained in clause 5.2(a), directly or indirectly solicit or canvas the business of or accept orders from or otherwise deal with any customer or supplier of any Relevant Business or interfere with any such customer or supplier for the purpose of competing against any Relevant Business.

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5.3	The restrictions contained in clause 5.2 will not prevent a Warrantor:
(a)	from considering and accepting an application of employment in response to a general recruitment advertisement published generally and not targeted at him or her or from a recruitment agency without solicitation from him or her; or
(b)	from considering and accepting an application of employment following his/her Dismissal by any member of the Purchaser Group; or
(c)	from holding, for investment purposes, all and any shares or securities in any body corporate including those dealt in on a recognised investment exchange (as defined by the Financial Services and Markets Act 2000 or related legislation) and in each case representing not more than 5 per cent of any voting equity in respect of such body corporate.
5.4	Each undertaking and agreement contained in clause 5.2 will be read and construed independently of the other undertakings and agreements herein contained and if any undertaking or agreement is held to be invalid whether as an unreasonable restraint of trade or for any other reason the remaining undertakings and agreements will continue to apply to the extent that they will not also be held to be invalid.
5.5	Each of the undertakings in clause 5.2 is a separate undertaking (each of which will be enforceable by the Purchaser separately and independently) and is considered fair and reasonable by the parties, but if any restriction is found to be unenforceable, but would be valid if any part of it were deleted or the period or area of application reduced, the restriction will apply with such modifications as may be necessary to make it valid and enforceable.
6.	COSTS
6.1	The Purchaser and the Management Parties shall pay their own costs relating to the negotiation, preparation, execution and performance by it of this Deed and of each document referred to in it and otherwise in connection with the Transaction.
6.2	No Group Company shall be responsible for paying the Warrantors’ costs relating to the negotiation, preparation, execution and performance by it of this Deed and of each document referred to in it and otherwise in connection with the Transaction.
7.	GENERAL
7.1	No amendment, variation, release or waiver under this Deed shall be valid unless it is in writing and (in the case of any amendment, variation or release) is made by deed and expressed to be supplemental to this Deed and provided it is executed by or on behalf of each party to this Deed.
7.2	The failure to exercise or delay in exercising a right or remedy provided by this Deed or by law does not impair or constitute a waiver of the right or remedy or an impairment of or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Deed or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.
7.3	The rights and remedies contained in this Deed are cumulative and not exclusive of rights or remedies provided by law.

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8.	ASSIGNMENT
8.1	This Deed shall be binding on and enure for the benefit of the successors of each of the parties to this Deed.
8.2	Subject to clause 6.3, unless the Warrantors and the Purchaser specifically agree in writing, no person shall assign, transfer, charge or otherwise deal with all or any of its rights under this Deed nor grant, declare, create or dispose of any right or interest in it. Any purported assignment in contravention of this clause 6 shall be void.
8.3	The Purchaser may without the consent of the Warrantors (a) assign, pledge or otherwise transfer (by way of security or otherwise) its rights and benefits under this Deed to its lenders in connection with any debt or other financing, or (b) assign, pledge or otherwise transfer its rights, benefits and obligations under this Deed to any direct or indirect wholly-owned subsidiary of the Purchaser Guarantor provided that, in case of sub-clause 6.3(b), the Purchaser remains liable for such subsidiary’s due and punctual performance of its obligations hereunder.
9.	NOTICES
9.1	A notice or other communication under or in connection with this Deed (a Notice) shall be:
(a)	in writing;
(b)	in the English language; and
(c)	delivered personally or sent by recorded delivery post or a courier service of international repute to the party due to receive the Notice to the address set out in clause 9.3 or to another address specified by that party by not less than 7 days written notice to the other parties, such notification of the address having been received by the other parties before the Notice was despatched.
9.2	Unless there is evidence that it was received earlier, a Notice is deemed given if:
(a)	delivered personally, when left at the address referred to in clause 9.3;
(b)	sent by recorded delivery, on the date of recorded delivery at the address of the party due to receive the Notice; and
(c)	sent by a courier service of international repute, on the date of acknowledgement of receipt at the address of the party due to receive the Notice.
9.3	For the purpose of clause 9.1(c) and subject to clause 9, notices shall be sent to the addresses and to persons for whom attention is marked as set out below:
(a)	for each Warrantor:

For the attention of:	Address:	Fax:
The Warrantor	The address set out against that Warrantor’s name in Schedule 1	—

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With copies to:
Management Parties’ Representatives	The addresses set out against their respective names in Schedule 1	—
Alan Greenough	Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG	+44 (0)20 7296 2001

(b) for the Management Contributor:

For the attention of:	Address:	Fax:
Ulrika Svennson	Ulrika Svensson Danarövägen 41b 18256 Danderyd Sweden	—
With copies to:
Management Parties’ Representatives	The addresses set out against their respective names in Schedule 1	—
Alan Greenough	Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG	+44 (0)20 7296 2001

(c) for the ML Family Trust:

For the attention of:	Address:	Fax:
The Trustee	Marshall and Ilsley Trust Company, 111 E. Kilbourn Suite 200, Milwaukee, WI 53202 [***]	—
With copies to:
Management Parties’ Representatives	The addresses set out against their respective names in Schedule 1	—
Alan Greenough	Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG	+44 (0)20 7296 2001

	and
(d)	for the Purchaser:

For the attention of:	Address:	Fax:
General Counsel	81 Wyman Street, Waltham,	001 781 622 1283

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	Massachusetts, United States of America
With copies to:
Hal J. Leibowitz	WilmerHale, 60 State Street, Boston, MA 02109	+1 617 526 5000
Tim Matthews	WilmerHale, Alder Castle, 10 Noble Street, London EC2V 7QJ	+44 (0)20 7645 2424

10.	GOVERNING LAW AND JURISDICTION
10.1	This Deed and any non-contractual obligations arising out of or in connection with this Deed shall be governed by, and interpreted in accordance with, English law.
10.2	Except as expressly provided otherwise in this Deed, the English courts shall have exclusive jurisdiction in relation to all disputes (including claims for set-off and counterclaims) arising out of or in connection with this Deed including, without limitation, disputes arising out of or in connection with (a) the creation, validity, effect, interpretation performance or non-performance of, or the legal relationships established by, this Deed and (b) any non-contractual obligations arising out of or in connection with this Deed provided that the Purchaser may bring any action in the Courts of Sweden and the Courts of Luxembourg in order to enforce the acquisition of the Shares and subject to the foregoing each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction.
10.3	The Purchaser shall at all times maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with this Deed. Such agent shall be Thermo Electron Limited (attention Nicola Ward) currently of Solaar House, 19 Mercers Row, Cambridge CB5 8B2 and any claim form, judgment or other notice of legal process shall be sufficiently served on the Purchaser if delivered to such agent at its address for the time being. The Purchaser irrevocably undertakes not to revoke the authority of this agent.
10.4	The Seller shall at all times maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with this Deed. Such agent shall be appointed as soon as reasonably practicable and in any event no later than ten Business Days before the Closing Date and any claim form, judgment or other notice of legal process shall be sufficiently served on the Seller if delivered to such agent at its address for the time being. The Seller irrevocably undertakes not to revoke the authority of this agent.
11.	WARRANTORS REPRESENTATIVE
11.1	Each of the Management Parties appoints Magnus Lundberg and Anders Lundmark to:
(a)	be its representatives in respect of any provisions of this Deed where he, she or it (whether individually or with others) is required or entitled to give or receive any

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	written notice, consent, application or election (the Management Parties’ Representatives);
(b)	act on its behalf in relation to all matters which this Deed expressly provided to be agreed or done by the Management Parties’ Representatives; and
(c)	to be its agent to receive service of any claim form, application notice, order, judgment or other process issues in connection with any proceedings.
11.2	The following provisions shall apply in relation to any appointment under this clause 11:
(a)	any communication in respect of any matter within the authority of the Management Parties’ Representatives described in this clause 11 shall be deemed (unless the context otherwise requires) to be provided to the Management Parties’ Representatives as nominee for all of the Management Parties. In any event (notwithstanding anything to the contrary in this Deed), any notice served on the Management Parties’ Representatives will be deemed to have been validly served at the same time on each of the Management Parties in relation to whom it is required to be served; and
(b)	the Management Parties shall be entitled to appoint representative(s) in place of the representative(s) named in this clause 11 provided that no such appointment will take effect unless notice of the proposed appointment, setting out the substitute representative’s full name, address, telephone and facsimile number is given to the Purchaser has been obtained.
11.3	If on any occasion there is no Management Representative(s), or the Purchaser for any reason does not wish to deal with the Management Parties’ Representative, the Purchaser shall be entitled to deal with the Management Parties collectively instead of dealing with the Management Parties’ Representatives.
12.	ENTIRE AGREEMENT
12.1	This Deed and each document referred to in such documents constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Deed.
12.2	This Deed may be executed in any number of counterparts, each of which when executed and delivered is an original and all of which together evidence the same document. This Deed shall not take effect until it has been executed by all parties to this Deed.
12.3	The Purchaser acknowledges that no provisions are to be regarded as implied into this Deed, save for those implied by law and which are not lawfully capable of being excluded. All implied provisions lawfully capable of being excluded are excluded for all purposes.
12.4	The Purchaser accepts that, except as set out in the Sale and Purchase Agreement, this Deed or the Disclosure Letter, it is not relying on any representation, warranty or on any other information or statement of opinion or belief, including, without limitation, replies to due diligence enquiries, whether written or oral, express or implied, and whether made or given by the Warrantors or any of their advisers, which is not expressly comprised within or the subject of any of the Warranties. Nothing in this

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	clause 10.4 or in the Warranties is intended to or shall in any way limit the ability of the Purchaser to make a claim for or to recover for fraud or fraudulent misrepresentation.
13.	TERMINATION
13.1	This Deed is conditional on the Closing Conditions being fulfilled in accordance with the terms of the Sale and Purchase Agreement. If the Conditions have not been satisfied by 11.59 pm on the Longstop Date or the Extended Longstop Date (as the case may be), this Deed shall terminate with effect from that date.
13.2	If this Deed terminates in accordance with clause 13.1 then the obligations of the parties shall automatically terminate and no party shall have any liabilities to or rights against any other party under this Deed (save for fraud or fraudulent misrepresentation).
14.	THIRD PARTY RIGHTS
	A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed, but this does not affect any right or remedy of a third party which exists or is available apart from that Act, other than the Seller in connection with the provisions of clause 4.

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SCHEDULE 2

WARRANTIES

1.	SHARES AND SUBSIDIARY UNDERTAKINGS
1.1	The Shares
(a)	The Shares comprise the whole of the Company’s allotted and issued share capital, have been validly issued and are fully paid or credited as fully paid.
(b)	There is no agreement, arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of, or the grant to a person (other than another Group Company) of the right (conditional or not) to require the allotment, issue, transfer, redemption or repayment of, a share in the capital of the Company or any Group Company (including, without limitation, an option or right of pre-emption or conversion).
(c)	The information set out in Schedule 5 is true and accurate.
(d)	There is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to the Shares.
1.2	Subsidiary Undertakings
(a)	The Company does not have any subsidiary undertakings other than the Subsidiary Undertakings.
(b)	The Company has no interest in, and has not agreed to acquire an interest in or merge or consolidate with, a corporate body or any other person other than the Subsidiary Undertakings.
(c)	Each allotted and issued share in the capital of each Subsidiary Undertaking is legally and beneficially owned by a Group Company alone and is fully paid or credited as fully paid.
(d)	There is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to a share or unissued share in the capital of a Subsidiary Undertaking other than an Encumbrance arising as a result of security granted in relation to the Bank Facilities.
2.	ACCOUNTS
2.1	General
(a)	The Accounts show a true and fair view of the assets, liabilities, cash flow and state of affairs of the Group as at the Last Accounting Date and the profits and losses of the Group for the financial year ended on the Last Accounting Date.
(b)	The Accounts were prepared and audited on a proper and consistent basis in accordance with the law and applicable standards, principles and practices generally accepted in Sweden at the time of signature of the balance sheet and audit report comprised in the Accounts.

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(c)	The Accounts were not affected to any material extent by any transaction entered into other than on arm’s length terms with any of the Warrantors or any persons connected with them.
(d)	Taking fully into account the basis on which they were prepared, the Interim Accounts give a materially fair view of the assets, liabilities, cash flow and state of affairs of the Group as at 31 March 2011 and the profits and losses of the Group for the three month period ended on 31 March 2011.
(e)	The Interim Accounts were not affected to any material extent by any transaction entered into other than on arm’s length terms with any of the Warrantors or any persons connected with them.
(f)	The Management Accounts were prepared on a basis consistent with the basis of preparation of the management accounts of the Group for the period of 12 months preceding the Accounts Date.
3.	CHANGES SINCE THE LAST ACCOUNTING DATE
3.1	Since the Last Accounting Date, the Business has been operated in the ordinary and usual course consistent with past practice without any material interruption and no Group Company has made or agreed to make or defer any payment or receipt other than in the ordinary and usual course of trading consistent with past practice.
3.2	Since the Last Accounting Date:
(a)	no Group Company has, other than in the usual course of its business consistent with past practice, acquired or disposed of, or agreed to acquire or dispose of, an asset at a cost of (or with a value of) €500,000 or more;
(b)	no Group Company has issued, factored, sold or agreed to sell any Indebtedness;
(c)	no Group Company has:

(i)	made, or agreed to make, individual items of capital expenditure exceeding in total €1,000,000; or
(ii)	incurred, or agreed to incur, a commitment or commitments involving individual items of capital expenditure exceeding in total €1,000,000;

(d)	no Group Company has declared, paid or made a dividend or distribution;
(e)	no resolution of the shareholders of any Group Company has been passed;
(f)	no Group Company has created, allotted, issued, acquired, repaid or redeemed share or loan capital or made an agreement or arrangement or undertaken an obligation to do any of those things;
(g)	no Group Company has entered into any contract, liability, transaction or commitment directly or indirectly with, or made any payments to, the Seller or any of its Affiliates; and
(h)	no Group Company has made a material change to its policy on the management of working capital, including the approval and settlement of trade creditors.

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4.	TAX
4.1	The Group has paid, deducted or withheld all Tax which it has become liable to pay, deduct or withhold and which has fallen due and is not liable to pay a penalty, surcharge, fine or interest in connection with Tax. No Tax Authority has agreed to operate any special arrangement or is conducting any investigation in relation to the affairs of the Group.
4.2	The Group is not involved in a formal dispute in relation to Taxation. So far as the Warrantors are aware, there are no circumstances in existence which are likely to give rise to a material dispute in relation to Taxation in respect of the Group. In the three years immediately preceding the date of this Deed, no Taxation Authority has investigated or indicated in writing that it intends to investigate the Group’s Taxation affairs save for routine inspections and enquiries.
4.3	In the three years ending on the date of this Deed, no Group Company has materially failed to comply with applicable informational and filing requirements of a relevant Taxation Authority
4.4	No material transaction in respect of which any consent or clearance from any Taxation Authority was required has been entered into or carried out by any Group Company without such consent or clearance having been properly obtained.
4.5	Each Group Company is, and has at all times in the three years immediately preceding the date of this Deed been, resident for Taxation purposes in the jurisdiction in which it is incorporated, and has not at any time been treated (including pursuant to any double taxation arrangement) as resident in any other jurisdiction for any Taxation purposes.
4.6	All material transactions between Group Companies which are resident for tax purposes in different tax jurisdictions are on arm’s length terms.
4.7	In the three years ending on the date of this Deed, each Group Company has made all payments, deductions, withholdings or reductions as it should have made in respect of any remuneration or benefits of any kind paid or provided to employees, sub-contractors or workers supplied by agencies in respect of Taxation, national insurance or social security contributions, and all sums payable by each Group Company to any Taxation Authority in respect of such amounts have been, or will before Closing be, paid to the relevant authority within the prescribed time limits.
4.8	Each Group Company, which is required to be registered for the purposes of value added tax, is so registered.
4.9	The Accounts include accruals for all Taxes incurred through the Last Accounting Date and the Interim Accounts include accruals for all Taxes incurred through 31 March 2011.
5.	ASSETS
5.1	A Group Company owns or has the right to use each material asset necessary for the effective operation of the Business as currently conducted.
5.2	All the material assets which are owned by a Group Company (other than: (i) assets which are the subject matter of operating or finance or capital leases, details of which

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	are contained in the Data Room Information, or (ii) contracts entered into in the ordinary course of business consistent with past practice and continuing retention of title clauses (or similar clauses)) are:
(a)	legally and beneficially owned solely by it free from any Encumbrance (other than retention of title claims or liens arising in the ordinary course of business); and
(b)	where capable of possession, in the possession or under the control of it.
5.3	In circumstances where any asset, the replacement cost of which exceeds €1,000,000, is used as part of the Business but is not owned by a Group Company, there has not occurred any event of default or any other event or circumstance which would entitle any person to terminate any agreement or licence in respect of such use.
6.	INTELLECTUAL PROPERTY
6.1	The documents in folder 05.01 in the Data Room Information contain complete details of all the registered Intellectual Property Rights (and applications therefor) in respect of which a Group Company is the registered or beneficial owner or applicant for registration, all of which are legally and beneficially owned by that Group Company, and such rights comprise all the Intellectual Property materially required to carry on the Business as it is currently carried on.
6.2	All renewal and other registry fees in respect of the registered Intellectual Property Rights (and applications therefor) due and payable as at the date of this Deed have been paid in a timely fashion.
6.3	No Group Company has, in the last twelve months, received any written notice of any infringement by it of any third party rights in Intellectual Property. None of the current or, in the last twelve months, past activities of any Group Company is materially infringing or has materially infringed the Intellectual Property of any person.
6.4	No Group Company has, in the last twelve months, received any written notice that any of the registered Intellectual Property Rights are invalid. None of the Intellectual Property Rights is invalid or unenforceable.
6.5	There are no disputes with third parties in respect of any Intellectual Property Rights. No Group Company has, in the last twelve months, given (or directed that any representative give) any written notice alleging any infringement by any third party of any Intellectual Property Rights. So far as the Warrantors are aware no third party is infringing or has, in the last twelve months, infringed any Intellectual Property Rights of any Group Company.
6.6	Other than in the ordinary course of business consistent with past practice, no Group Company has granted or is obliged to grant a licence or other right in respect of any of the Intellectual Property Rights to any third party, and no such licence or other right has been granted or is required to be granted, which could materially adversely affect the Business. No Group Company has granted or is obliged to grant an exclusive licence or other right in respect of any material Intellectual Property Rights to any third party, and no such licence or other right has been granted or is required to be granted.

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6.7	Except to the extent disclosed in the Data Room Information, no Group Company is licensed to use any material Intellectual Property or requires any such licence for the purposes of conducting its Business as presently conducted.
7.	PRODUCT LIABILITY
	There have not been any product recalls with respect to any products of any Group Company since 17 January 2007 and so far as the Warrantors are aware, there is no basis or circumstance existing for any such recall.
8.	COMPUTER SYSTEMS
8.1	A Group Company legally and beneficially owns or has authority to access and use all Computer Systems used by or necessary for the operation of the Business.
8.2	Each Group Company has all the necessary licences in relation to its ownership of or use of and access to the Computer Systems.
8.3	No Group Company has experienced, in the last twelve months, any material disruption to its business as a result of (a) any security breach of any Computer Systems or (b) the failure of any Computer Systems.
8.4	No written notice has been either (a) received by a Group Company or (b) notified to the Group that a claim has been made by a third party which alleges that the use or exploitation by the Group Companies of Computer Software infringes or is likely to infringe the Intellectual Property of a third party or which otherwise disputes the ownership of the Intellectual Property in the Computer Software by the Group Companies.
8.5	No claim has been made by the Group Companies which alleges that a third party is infringing or is likely to infringe the Intellectual Property comprised in the Computer Software.
9.	INSURANCE
9.1	The Disclosure Letter contains a list of each insurance and indemnity policy in respect of which a Group Company has an interest (the Policies).
9.2	Material details of any material claims that are outstanding under any of the Policies are contained in the Disclosure Letter.
9.3	All premiums due in relation to the Policies have been paid and no Group Company has received any written notice advising that insurance cover under any of the Policies material to its business has been varied or withdrawn.
10.	PROPERTY
10.1	The Properties comprise all the land and premises currently owned or leased by the Group. The Group has valid title to all material Properties.
10.2	The information set out in Schedule 4 of this Deed is true and accurate.

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10.3	There are no properties previously owned (whether freehold or leasehold) by the Group in respect of which the Group has any ongoing actual or potential material liability.
10.4	With respect to each Property:
(a)	there are no: (i) pending or, so far as the Warrantors are aware, threatened condemnation proceedings relating to such owned real property or (ii) pending or, so far as the Warrantors are aware, threatened litigation or administrative actions; and
(b)	there are no outstanding options or rights of first refusal to purchase such owned real property, or any portion thereof or interest therein.
10.5	With respect to any real property leases that are reduced to writing:
(a)	such lease is legal, valid and in full force and effect with respect to the applicable Group Company and, so far as the Warrantors are aware, against each other party thereto; and
(b)	neither the applicable Group Company nor, so far as the Warrantors are aware, any other party, is in material breach or violation of, or default under, any such lease.
11.	AGREEMENTS
11.1	Other than as set out in the Data Room Information, no Group Company is:
(a)	a member of a joint venture, consortium, partnership or association (other than a bona fide trade association) or a party to any agreement relating to any of the foregoing; or
(b)	a party to a distributorship, agency, franchise or management agreement or arrangement with a value in excess of €500,000 (and value for these purposes means turnover per annum).
11.2	Other than as contained in the Data Room Information, no Group Company is a party to or is liable under:
(a)	an agreement with a value in excess of €250,000 (and value for these purposes means turnover per annum) entered into other than in the usual course of its business;
(b)	an agreement, licence, arrangement or obligation with a value in excess of €250,000 (and value for these purposes means turnover per annum) entered into other than by way of a bargain at arm’s length;
(c)	agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of €250,000 per annum or having a remaining term longer than 12 months;
(d)	any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (i) which calls for performance over a period of more than one year, (ii) which involves more than the sum of €2,000,000, or (iii) in which any Group Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party;

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(e)	any agreement (or group of related agreements) outside the usual course of business under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness (including capitalised lease obligations) involving more than €500,000 or under which it has imposed (or may impose) any lien on any of its assets, tangible or intangible;
(f)	any agreement for the disposition of any significant portion of the assets or business of any Group Company (other than sales of products in the ordinary course of business consistent with past practice) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the ordinary course of business consistent with past practice);
(g)	any agreement concerning confidentiality (outside of the ordinary course of business consistent with past practice);
(h)	any agreement involving more than the sum of €125,000 and involving any current or former officer, director or shareholder of any Group Company or an Affiliate thereof (other than employment agreements and terms related thereto); and
(i)	any agreement under which any Group Company is restricted from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the market or line of business.
11.3	No party with whom a Group Company has entered into an agreement, licence, arrangement or obligation which is material in the context of the Business as a whole (which shall include each agreement, license and arrangement set out in the Data Room Information) (a Material Agreement) has given notice of its intention to terminate, or has sought to repudiate or disclaim, the agreement, licence, arrangement or obligation.
11.4	Each Material Agreement is binding and in full force and effect with respect to each Group Company party thereto and, so far as the Warrantors are aware, with respect to each other party thereto. No Group Company nor any party with whom a Group Company has entered into a Material Agreement is in breach of that agreement, arrangement or obligation.
11.5	No person (either individually or jointly with another person) has bought from or sold to the Group, either in the financial year of the Group ended on the Last Accounting Date or since the Last Accounting Date, more than five per cent. of the total amount of all purchases or sales made by the Group as a whole in that period.
11.6	Save as disclosed in the Data Room Information, no Group Company is a party to any agreement, licence or arrangement with a value in excess of €250,000 under which, by virtue of the Transaction, (a) any other party is entitled to be relieved of any obligation or become entitled to exercise any right (including any termination right or any pre-emption right or other option) or (b) any Group Company would lose any benefit, right or licence which it currently enjoys or (c) a liability or obligation of a Group Company is likely to be created or increased.
12.	EMPLOYEES
12.1	The Disclosure Letter contains complete and accurate details of the terms of employment (including salary details) of all Key Employees.

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12.2	All of the employees of the Group whose annual salary exceeds €150,000 are employed on the basis in all material respects of the terms and conditions of employment stated in one of the various standard forms of terms and conditions of employment, offer letters or employment agreements that are disclosed in the Data Room Information.
12.3	(a) The Group has not given notice of termination or received notice of resignation from any of the Key Employees.
	(b)No Group Company has retained any individual under the terms of a consultancy agreement which, at the date of this Deed, has a term of 12 months or more.
12.4	Other than in respect of the Key Employees, there is no employment contract between the Group and any of its employees which cannot be terminated by the Group by six months’ notice or less (excluding any longer notice periods implied by law or statutory claims for damages or compensation in any relevant jurisdiction).
12.5	The basis of the remuneration payable to any Key Employees of the Group at the date of this Deed is the same as that in force as at the Last Accounting Date. Save as provided for in the Disclosure Letter or Data Room Information, the Group is not under any contractual or other obligation to increase the rates of remuneration of or make any bonus or incentive or other similar payment to any of the Key Employees or groups of employees at any future date.
12.6	Other than as disclosed in the Data Room Information there is no share incentive scheme, profit sharing plan or arrangement, share option scheme, bonus scheme or other form of incentive scheme in existence for all or any of the employees of the Group nor has any proposal or commitment to establish such a scheme been made or announced.
12.7	Save as disclosed in the Data Room Information, the Group has no agreement or arrangement with and does not recognise a trade union, works council, staff association or other body representing any of its employees.
12.8	The Group is not involved in a dispute with a trade union, works council, staff association or other body representing any of its employees, no industrial action involving any employee(s) of the Group has taken place within the period of 12 months ending with the date of this Deed and so far as the Warrantors are aware no such future dispute, or industrial action, has been threatened.
13.	PENSIONS AND OTHER BENEFITS
13.1	Definitions
	For the purposes of paragraphs 13.2 to 13.4:
	Disclosed Schemes means the arrangements that have been disclosed in the Disclosure Letter; and
	Relevant Employee means a director or employee or former director or employee of a Group Company.

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13.2	General
	Save for the Disclosed Schemes, there is not in operation, and no proposal has been announced to enter into or establish, any agreement, arrangement, custom or practice for the payment of, or payment of a contribution towards, a pension, allowance, lump sum or other similar benefit on retirement, death, termination of employment (whether voluntary or not) for the benefit of a Relevant Employee or a Relevant Employee’s dependants.
13.3	Information
(a)	True and complete copies of the material documents governing the Disclosed Schemes or incorporating or stating any material obligations of the Group with regard to the Disclosed Schemes have been disclosed in the Data Room Information.
(b)	Full and complete details as at 31 December 2010 concerning the number of participants in, or members of, each Disclosed Scheme have been disclosed in the Data Room Information, together with each member or participant’s date of joining the applicable Scheme.
(c)	The rates at which the Group is paying contributions to any of the Disclosed Schemes has been disclosed in the Data Room Information.
(d)	No discretion or power has been exercised under the Disclosed Schemes in respect of a Relevant Employee to:

(i)	augment benefits;
(ii)	admit to membership a Relevant Employee who would not otherwise have been eligible for admission to membership; or
(iii)	provide a benefit which would not otherwise be provided.

(e)	Save as disclosed in the Data Room Information, no changes have been made or announced by the Group to the eligibility requirements or rules of, or contribution rates to, any of the Disclosed Schemes.
13.4	Contributions to the Disclosed Schemes
(a)	No contribution due to the Disclosed Schemes, which has fallen due prior to the date of this Deed, is unpaid.
(b)	There is no agreement between any Group Company and the trustees of the Disclosed Schemes to make any payment to clear or reduce any deficit (if any) in respect of any Disclosed Scheme.
(c)	No contribution notice, financial support direction, or restoration order has been served on or issued to the Group by any Government, court, regulator or other person of competent jurisdiction and so far as the Warrantors are aware there is no fact or circumstance which could give rise to any such notice or direction.
14.	GUARANTEES AND INDEMNITIES

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14.1	No Group Company is a party to or is liable under a guarantee, indemnity or other agreement to secure or incur a material financial or other obligation with respect to obligations of another person who is not a Group Company.
14.2	No part of the loan capital, borrowings or indebtedness in the nature of borrowings of the Group is dependent on the guarantee or indemnity of, or security provided by, another person who is not a Group Company.
15.	FINANCIAL OBLIGATIONS AND INSOLVENCY
15.1	Except as disclosed in the Accounts or in the Disclosure Letter, no Group Company has outstanding and has agreed to create or incur loan capital, borrowings or indebtedness in the nature of borrowings.
15.2	The Group has not exceeded the borrowing limits to which it is subject under the Bank Facilities or under any other facility of the Group relating to Indebtedness.
15.3	No Group Company is insolvent or unable to pay its debts as they fall due.
15.4	No liquidator (or similar person in any relevant jurisdiction) has been appointed in relation to any Group Company. No notice or order has been given or filed with the court of an intention to appoint a liquidator (or similar person in any relevant jurisdiction). No petition or application has been presented or order made for the appointment of a liquidator (or similar person in any relevant jurisdiction) in respect of any Group Company.
16.	LITIGATION AND COMPLIANCE WITH LAW
16.1	No Group Company is a party to any civil, criminal, arbitration, administrative or other proceeding with a potential value or loss in excess of €500,000 (other than in relation to the collection of debts arising in the ordinary course of business of that Group Company).
16.2	No civil, criminal, arbitration, administrative or other proceeding with a potential value or loss in excess of €500,000 is pending or threatened by or against a Group Company (other than in relation to the collection of debts arising in the ordinary course of business of that Group Company).
16.3	Each Group Company has conducted its business and dealt with its assets in all material respects in accordance with all applicable material legal, regulatory and administrative requirements in each jurisdiction in which it currently conducts its business.
16.4	No Group Company nor, as far as the Warrantors are aware, any of its employees has in violation of any applicable Anti-Bribery Laws, offered, paid, promised or authorised payment of anything of value during the past three years to any government official, political party or political candidate for the purpose of:
(a)	influencing any act or decision of such person in their official capacity;
(b)	inducing such person to do or omit to do any act in violation of the lawful duty of such person;
(c)	securing any improper advantage; or

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(d)	inducing such person to use their influence with a government to affect or influence any act or decision of such government,
	in each case in order to assist such Group Company in obtaining or retaining business.
17.	PERMITS
17.1	Each Group Company has all material Permits required in order to carry on its business in each jurisdiction in which such Group Company currently conducts its business and all such material Permits are valid and subsisting and will not terminate by virtue of the Transaction.
17.2	No Group Company is in material breach of the Permits and no Group Company has been notified that any Permit may be suspended, revoked or not renewed in whole or in part.
18.	ENVIRONMENTAL MATTERS
18.1	The Group has obtained any material Environmental Permit required for the proper conduct of the Business and is complying, and has since 1 January 2010 complied in all material respects, with the terms and conditions of any such Environmental Permit.
18.2	The Group is complying, and has since 1 January 2010 complied in all material respects, with Environmental Law.
18.3	The Group is not involved in any litigation proceedings under Environment Law which are outstanding at the date of the Agreement.
18.4	No Group Company has received any notice currently outstanding from any relevant authority in relation to any breach of Environmental Law or the failure to comply with the terms and conditions of any material Environmental Permit.
19.	BROKERAGE OR COMMISSIONS
	No person is entitled to receive a finder’s fee, brokerage or commission from the Group in connection with this Deed or the transactions contemplated by the Sale and Purchase Agreement.
20.	COMPETITION
20.1	The Group has not received any process, notice or other communication (formal or informal) by or on behalf of any Governmental Entity in relation to: (a) any agreement, arrangement, concerted practice or course of conduct to which any members of the Group is, or is alleged to be, a party; or (b) any action, conduct, practice or behaviour of any Group Company.
20.2	The Group is not subject to any order, judgment, decision or direction given by any Governmental Entity, or party to any undertaking or assurance given to any such Governmental Entity, in relation to Antitrust Laws which is still in force.

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20.3	No Group Company is a party to any agreement or arrangement, the particulars of which have been furnished to any national competition authorities, commission of the European Communities or EFTA Surveillance Authority.
20.4	No Group Company is a party to any agreement or arrangement which restricts or prohibits the ability of a Group Company to trade in any particular market or jurisdiction.
21.	INFORMATION
21.1	The Data Room Information contains complete and up-to-date copies of all material hire purchase contracts, finance leases and information regarding financing break fees payable or repayment charges relating to any Indebtedness.
21.2	Taking into account the time available, the Q&A Responses have been prepared with due attention and the contents therein are, as at the date given, accurate in all material respects.

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SCHEDULE 3

LIMITATIONS ON THE MANAGEMENT PARTIES’ LIABILITY

1.	LIMITATION ON QUANTUM AND RECOVERY
1.1	The Management Parties are not liable for any single Claim unless:
(a)	the amount of the liability pursuant to that single Claim (and, for these purposes, a number of Claims arising out of the same or similar subject matter, facts, events or circumstances may be aggregated and form a single Claim) exceeds, in the case of a Key Warranty, €100,000, and in the case of any other Warranty, €25,000; and
(b)	the aggregate amount of the liability of the Management Parties for all Claims not excluded by sub-paragraph (a) exceeds, in the case of a Key Warranty, €1,000,000 and in the case of any other Warranty, €500,000 (in which case the Purchaser shall be able to claim all amounts resulting from such Claim (not excluded by sub-paragraph (a)) and not just the excess over €1,000,000 or €500,000 (as the case may be).
1.2	Subject to paragraph 1.3 below,
(a)	the Warrantors’ total liability in respect of all Claims is limited to €15,959,250 (the “Warrantors’ Contribution”);
(b)	the Management Contributor’s total liability in respect of all Claims is limited to €7,176,810 (the “Management Contributor’s Contribution”); and
(c)	the ML Family Trust’s total liability in respect of all Claims is limited to €1,863,940 (the “ML Family Trust’s Contribution”).
1.3	The aggregate maximum liability of each of the Management Parties for all Claims shall be the amount set out opposite his/its name in column (2) below. The liability of each of the Management Parties in respect of a Claim shall be limited to an amount equal to that person’s Warranty Proportion of such Claim.

			(3)
	(2)		WARRANTY
(1)	AGGREGATE		PROPORTION
WARRANTOR	LIABILITY		(%)
Magnus Lundberg		4,474,570		17.9
Anders Lundmark		2,380,470		9.52
Jean Forcione		826,450		3.31
Peter Silfwerbrand		1,190,230		4.76
Hakan Englund		1,190,230		4.76
Stefan Eschbach		1,190,230		4.76
Koichi Iwai		931,970		3.73

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			(3)
	(2)		WARRANTY
(1)	AGGREGATE		PROPORTION
WARRANTOR	LIABILITY		(%)
Santiago Pulido		1,835,900		7.34
Patrick de Lobel		1,190,230		4.76
Ulrika Svensson		180,790		0.72
David Esposito		568,180		2.27
Management Contributor		7,176,810		28.71
ML Family Trust		1,863,940		7.46

1.4	For the purposes of calculating the amount of liability for any Claim which counts towards the de minimis amount (set out in paragraph 1.1(a)), there shall be excluded from any Claim the amount of any costs, expenses and other liabilities (together with any VAT thereon) incurred or to be incurred by the Purchaser in connection with the making of any such Claim.
2.	TIME LIMITS FOR BRINGING CLAIMS
2.1	The Management Parties are not liable for a Claim in respect of any Claim unless the Purchaser has notified the Management Parties of the Claim stating in reasonable detail the nature of the Claim and the Purchaser’s bona fide estimate of the amount claimed (to the extent then known) on or before the expiry of the Management Escrow Period.
2.2	A Claim notified in accordance with paragraph 2 of this Schedule 3 and not satisfied, settled or withdrawn is unenforceable against the Management Parties on the expiry of the period of 6 months starting on the day of notification of the Claim, unless proceedings in respect of the Claim have been properly issued and validly served on the Management Parties.
3.	REMEDIABLE BREACHES
	Each of the Management Parties shall not be liable for any Claim to the extent that the fact, matter, event or circumstance giving rise to that Claim is remediable and is remedied by or at the expense of the Management Parties within twenty-eight days of the date on which written notice of the Claim is given to him provided that any loss, costs or expense which is the subject of the Claim is reduced by such remedial action.
4.	SPECIFIC LIMITATIONS
	The Management Parties are not liable in respect of a Claim:
4.1	to the extent that the matter giving rise to the Claim would not have arisen but for, or is increased as a result of:
(a)	an act, omission or transaction by the Purchaser Group, or at the request or direction of a member of the Purchaser Group or director, employee or member of the

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	Purchaser Group (except for any act, omission or transaction which is in the ordinary course of business and consistent with prior practice);
(b)	the passing of, or a change in, a law, rule, regulation, interpretation of the law or administrative practice of a government, governmental department, agency or regulatory body after the date of this Deed or an increase in the Tax rates or an imposition of Tax, in each case not actually or prospectively in force at the date of this Deed; or
(c)	any change in the accounting reference date of a member of the Purchaser Group after the date of this Deed;
4.2	to the extent that the matter giving rise to the Claim was taken into account in computing the amount of an allowance, provision or reserve in the Accounts and the relevant Group Company is able to have the benefit of such allowance, provision or reserve; and
4.3	If the Purchaser was aware on or before the date of this Deed of the fact, matter or circumstance forming the basis of the Claim. For this purpose, the Purchaser shall be deemed to have knowledge of any fact or circumstance Fairly Disclosed in the Data Room Information, the Disclosure Letter, the Q and A Responses and the Sale and Purchase Agreement (including all schedules).
5.	THIRD PARTY CLAIMS
5.1	If the Purchaser or the relevant Group Company has a right of recovery or indemnity against a person, including an insurer, in respect (in whole or in part) of a matter which has given rise to or could give rise to a Claim (a “right of recovery”), the Purchaser must:
(a)	notify the Management Parties’ Representatives of the right of recovery as soon as reasonably practicable following it coming to the notice of the Purchaser or any member of the Purchaser Group;
(b)	exercise all reasonable commercial endeavours to mitigate its loss (including, where applicable, the exercise and enforcement of any such right of recovery); and
(c)	provide the Management Parties’ Representatives and their advisers with such information and updates as the Management Parties’ Representatives reasonably require in respect of the exercise of any such right of recovery.
5.2	The Management Parties will not be liable to make payment in respect of a Claim to the extent that the Purchaser or the relevant Group Company has actually recovered from a third party, including an insurer, an amount which relates to the matter that gave rise to the Claim (in whole or in part). For the avoidance of doubt, this paragraph 5.2 shall not relieve the Management Parties from any liability to the extent that the amount so recovered (less the reasonable costs and expenses of making such recovery) falls short of the amount of the Claim.
5.3	If the Management Parties pay an amount to the Purchaser in respect of a Claim and the Purchaser subsequently recovers from a third party, including an insurer, an amount which relates (in whole or in part) to the matter that gave rise to the Claim (2, the Purchaser must notify the Management Parties’ Representatives of that fact and the amount recovered and:

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(a)	if the amount paid by the Management Parties to the Purchaser is less than the amount recovered from the third party, the Purchaser must pay the Management Parties an amount equal to the amount that the Management Parties paid to the Purchaser; or
(b)	if the amount paid by the Management Parties to the Purchaser is more than the amount recovered from the third party, the Purchaser must pay the Management Parties an amount equal to the amount recovered from the third party,
	less, in each case, the reasonable costs and expenses of recovering such third party amount incurred by the Purchaser Group.
6.	RECOVERY ONLY ONCE
	The Purchaser is not entitled to recover more than once in respect of any one matter giving rise to a Claim.
7.	CONDUCT OF CLAIMS
7.1	If the Purchaser becomes aware of a matter which constitutes or which would or might give rise to a Claim:
(a)	the Purchaser shall as soon as reasonably practicable give notice to the Management Parties of the matter and shall consult with the Management Parties with respect to the matter provided that no delay or failure in so notifying the Management Parties shall relieve the Management Parties of any liability or obligation hereunder except to the extent of any damage or liability caused by, increased, exacerbated or arising out of such failure;
(b)	the Purchaser shall, and shall ensure that each member of the Purchaser Group will, provide to the Management Parties and their advisers reasonable access to premises and personnel during business hours and to relevant assets, documents and records within the power or control of each member of the Purchaser Group for the purposes of investigating the matter and enabling the Management Parties to take the action referred to in paragraph (d);
(c)	the Management Parties (at their cost, and subject to completing an undertaking of confidentiality in a form acceptable to the Purchaser, acting reasonably), may take copies the documents or records, and photograph the premises or assets, referred to in paragraph (b);
(d)	the Purchaser shall, and shall ensure that each member of the Purchaser Group will take any action and institute any proceedings, and give any information and assistance, as the Management Parties may reasonably request to:

(i)	dispute, resist, appeal, compromise, defend, remedy or mitigate the matter;
(ii)	enforce against a person (other than a Management Party) the rights of a member of the Purchaser Group in relation to the matter; or
(iii)	allow the Management Parties the exclusive conduct of the proceedings,

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	and in each case on the basis that the Management Parties shall indemnify the Purchaser on demand against all reasonable costs and expenses incurred as a result of a request or nomination by the Management Parties;
(e)	the Purchaser shall not, and shall ensure that no member of the Purchaser Group will, admit liability in respect of, or compromise or settle, the matter without the prior written consent of the Management Parties;
(f)	the Management Parties shall not admit liability in respect of, or compromise or settle, the matter without the prior written consent of the Purchaser.
8.	RECOVERY FROM ANOTHER PERSON
8.1	If the Management Parties pay to a member of the Purchaser Group an amount in respect of a Claim and a member of the Purchaser Group subsequently recovers from another person an amount which is referable to the matter giving rise to the Claim:
(a)	if the amount paid by the Management Parties in respect of the Claim is more than the Sum Recovered, the Purchaser shall immediately pay to the Warrantors the Sum Recovered; and
(b)	if the amount paid by the Management Parties in respect of the Claim is less than or equal to the Sum Recovered, the Purchaser shall immediately pay to the Management Parties an amount equal to the amount paid by the Management Parties, less the amount (if any) of any loss not recovered from the other person by reason of any liability cap or other limitation to which such recovery was subject.
8.2	For the purposes of paragraph 8.1 of this Schedule 3, Sum Recovered means an amount equal to the total of the amount recovered from the other person plus any repayment supplement in respect of the amount recovered from the person under section 825 of the Taxes Act plus any interest in respect of the amount recovered from the person less all reasonable costs incurred by a member of the Purchaser Group in recovering the amount from the person.
9.	MITIGATION
	Nothing in this Schedule 3 restricts or limits the Purchaser’s general obligation at law to mitigate any loss or damage which it may incur in consequence of a matter giving rise to a Claim.
10.	PROVISION OF INFORMATION
	If, at any time after the date of this Deed, the Management Parties want to insure against its liabilities in respect of Claims, the Purchaser shall subject to any obligation of confidentiality on the part of the Purchaser provide (at the Warrantors’ expense) such information as a prospective insurer may reasonably require before effecting the insurance.
11.	PRESERVATION OF INFORMATION
	Upon becoming aware of a Claim, the Purchaser shall, and shall ensure that the Company will use all reasonable endeavours to preserve all documents, records, correspondence, accounts and other information whatsoever relevant to a matter which may give rise to such Claim.

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12.	GENERAL
	Nothing in this Schedule 3 shall have the effect of limiting or restricting any liability of any Management Party in respect of a Claim arising as a result of any fraud or fraudulent misrepresentation by that Management Party.

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EXECUTED as a DEED by	)
MAGNUS LUNDBERG	) /s/ Magnus Lundberg
in the presence of:	)
/s/ Petra Stening	Signature of witness
Petra Stening	Name of witness
Tuskaftsv. 7	Address of witness
SE - 75757 Uppsala
Sweden
Executive Assistant	Occupation of witness

EXECUTED as a DEED by	)
ANDERS LUNDMARK	) /s/ Anders Lundmark
in the presence of:	)
/s/ Petra Stening	Signature of witness
Petra Stening	Name of witness
Tuskaftsv. 7	Address of witness
SE - 75757 Uppsala
Sweden
Executive Assistant	Occupation of witness

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EXECUTED as a DEED by	)
JEAN FORCIONE	) /s/ Anders Lundmark
acting by his duly authorised attorney	)
in the presence of:	)
/s/ Petra Stening	Signature of witness
Petra Stening	Name of witness
Tuskaftsv. 7	Address of witness
SE - 75757 Uppsala
Sweden
Executive Assistant	Occupation of witness

EXECUTED as a DEED by	)
ULRIKA SVENSSON	) /s/ Anders Lundmark
acting by her duly authorised attorney	)
in the presence of:	)
/s/ Petra Stening	Signature of witness
Petra Stening	Name of witness
Tuskaftsv. 7	Address of witness
SE - 75757 Uppsala
Sweden
Executive Assistant	Occupation of witness

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EXECUTED as a DEED by	)
PETER SILFWERBRAND	) /s/ Anders Lundmark
acting by his duly authorised attorney	)
in the presence of:	)
/s/ Petra Stening	Signature of witness
Petra Stening	Name of witness
Tuskaftsv. 7	Address of witness
SE - 75757 Uppsala
Sweden
Executive Assistant	Occupation of witness

EXECUTED as a DEED by	)
HAKAN ENGLUND	) /s/ Anders Lundmark
acting by his duly authorised attorney	)
in the presence of:	)
/s/ Petra Stening	Signature of witness
Petra Stening	Name of witness
Tuskaftsv. 7	Address of witness
SE - 75757 Uppsala
Sweden
Executive Assistant	Occupation of witness

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EXECUTED as a DEED by	)
DAVID ESPOSITO	) /s/ Anders Lundmark
acting by his duly authorised attorney	)
in the presence of:	)
/s/ Petra Stening	Signature of witness
Petra Stening	Name of witness
Tuskaftsv. 7	Address of witness
SE - 75757 Uppsala
Sweden
Executive Assistant	Occupation of witness

EXECUTED as a DEED by	)
KOICHI IWAI	) /s/ Anders Lundmark
acting by his duly authorised attorney	)
in the presence of:	)
/s/ Petra Stening	Signature of witness
Petra Stening	Name of witness
Tuskaftsv. 7	Address of witness
SE - 75757 Uppsala
Sweden
Executive Assistant	Occupation of witness

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EXECUTED as a DEED by	)
STEFAN ESCHBACH	) /s/ Anders Lundmark
acting by his duly authorised attorney	)
in the presence of:	)
/s/ Petra Stening	Signature of witness
Petra Stening	Name of witness
Tuskaftsv. 7	Address of witness
SE - 75757 Uppsala
Sweden
Executive Assistant	Occupation of witness

EXECUTED as a DEED by	)
SANTIAGO PULIDO	) /s/ Anders Lundmark
acting by his duly authorised attorney	)
in the presence of:	)
/s/ Petra Stening	Signature of witness
Petra Stening	Name of witness
Tuskaftsv. 7	Address of witness
SE - 75757 Uppsala
Sweden
Executive Assistant	Occupation of witness

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EXECUTED as a DEED by	)
PATRICK DE LOBEL	) /s/ Anders Lundmark
acting by his duly authorised attorney	)
in the presence of:	)
/s/ Petra Stening	Signature of witness
Petra Stening	Name of witness
Tuskaftsv. 7	Address of witness
SE - 75757 Uppsala
Sweden
Executive Assistant	Occupation of witness

EXECUTED as a DEED by	)
IGENZA CIN AB	) /s/ Anders Lundmark
acting by its duly authorised attorney	)
in the presence of:	)
/s/ Petra Stening	Signature of witness
Petra Stening	Name of witness
Tuskaftsv. 7	Address of witness
SE - 75757 Uppsala
Sweden
Executive Assistant	Occupation of witness

Hogan Lovells

EXECUTED as a DEED by	)
MICHAEL LAND FAMILY TRUST	)     /s/ Anders Lundmark
acting by its duly authorised attorney	)
in the presence of:	)
/s/ Petra Stening	Signature of witness
Petra Stening	Name of witness
Tuskaftsv. 7	Address of witness
SE - 75757 Uppsala
Sweden
Executive Assistant	Occupation of witness

Hogan Lovells

EXECUTED as a DEED by	)
THERMO FISHER SCIENTIFIC INC.	)
in the presence of:	)
/s/ Seth H. Hoogasian	Signature of officer
Seth H. Hoogasian	Name of officer
/s/ Anthony H. Smith	Signature of officer
Anthony H. Smith	Name of officer

Hogan Lovells