PARTNERSHIP PURCHASE AGREEMENT

Agreement made as of _________[date] among _________, Inc., a _________ corporation with offices at _________ each of the limited partners in _________ Clinical Partners, L.P., a limited partnership organized and existing under the laws of the State of _________(the "Partnership"), named in the Limited Partner register maintained by the Partnership (the "Limited Partners") and _________ Research Corporation, a _________ corporation and the general partner of the Partnership, with offices at _________(the "General Partner").

RECITALS
The business of the Partnership is to conduct research and experimentation relating to Products, including the receipt of necessary governmental approvals; to engage in any and all activities incident to them; and, after receipt of such approvals, to obtain revenues from the sale or other disposition of Products within the Field of Activity (collectively, the "Project").

_________, Inc., the Partnership and the Limited Partners entered into a Joint Venture and Partnership Purchase Option Agreement pursuant to which the Partnership granted to _________, Inc. an option to enter into a joint venture with the Partnership for the manufacture and marketing of Products within the Field of Activity.

_________, Inc. exercised such option and entered into the Joint Venture under a Joint Venture Agreement dated as of _________ among _________, Inc., the Partnership and the General Partner.
Under the provisions of the Option Agreement, the Limited Partners granted to _________, Inc. certain rights to purchase the Limited Partnership Interests of the Limited Partners.

_________, Inc. has determined to purchase the Limited Partnership Interests. Therefore, in consideration of the covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Partnership, the Limited Partners and _________, Inc. agree as follows:

ARTICLE I.
—DEFINITIONS
1.1. Definitions. Unless otherwise provided, each capitalized term used in this Agreement shall have the meaning assigned to it in the Glossary attached to this Agreement as Schedule I.

ARTICLE II.
—PURCHASE AND SALE OF PARTNERSHIP INTERESTS

2.1. Purchase of Limited Partner Interests. Each Limited Partner sells, transfers, assigns, conveys, sets over, grants and delivers to _________, Inc., and _________, Inc. purchases from such Limited Partner, the Limited Partnership Interest of such Limited Partner. At the request and expense of _________, Inc., such Limited Partner shall execute such further proper assignments and instruments as are requested to accomplish and record such purchase and sale and establish the sole ownership of _________, Inc. in and to the Limited Partnership Interest of such Limited Partner.

2.2. Rights After Sale. After the sales referred to in Section 2.1, each Limited Partner and each Payment Recipient will not make, use or sell the Technology, or any Products, and will not assert that it has any right to prevent _________, Inc. or any assignee or transferee of _________, Inc. from making, using, selling or disclosing or preventing anyone else from making, using, selling or disclosing any part of the Technology or any Product.

2.3. Representations and Warranties of the Limited Partners. Each Limited Partner represents and warrants that:
(a). It is the sole and lawful owner of the Limited Partnership Interest of such Limited Partner, free and clear of all liens, charges, claims, security interests and encumbrances of every kind, and no other Person or party has any rights, interests or claims in such Limited Partnership Interest.
(b). It has full right, power, capacity and authority to sell to _________, Inc. the Limited Partnership Interest of such Limited Partner, and to consummate the transactions contemplated by this Agreement.

2.4. Representations and Warranties of , Inc. _________, Inc. represents and warrants that:
(a). _________, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of _________. _________, Inc. has full right, power, capacity and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes the valid and legally binding obligation of _________, Inc. in accordance with its terms.
(b). The execution and delivery by _________, Inc. of this Agreement, and the consummation of the transactions contemplated by it, have been duly authorized by all requisite action, require no approval of, filing with or other action by or in respect of, any governmental body, agency or official, do not violate, conflict with, or constitute a default under _________, Inc. Certificate of Incorporation (a true copy of which has been furnished to the Partnership) or the terms and provisions of any agreement, license, trust, indenture or other instrument or restriction, material to the conduct of the business of _________, Inc. to which _________, Inc. is a party or by which it is bound or any law (including without limitation any securities law of the United States or any securities or Blue Sky law of any state thereof), order, award, judgment or decree to which _________, Inc. is a party or by which it is bound.
(c). If _________, Inc. shall have elected to make the Stock Payment or the Combination Payment pursuant to subparagraph 4.1(b) of the Option Agreement:
(i) a registration statement relating to the Stock Payment or Combination Payment, as the case may be, and covering the shares of Common Stock to be delivered to Limited Partners pursuant to subparagraph 3.1(a) (the "Delivered Shares"), has been declared effective by the Securities and Exchange Commission (the "Commission"). Such registration statement, including all exhibits, as amended at the time such registration statement became effective is referred to below as the "Registration Statement" and the prospectus included in it, including the documents, if any, incorporated by reference in this Agreement, in the form in which such prospectus was first filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), shall be referred to as the "Prospectus";
(ii) no stop order suspending the use of the Registration Statement is in effect and no proceedings for such purpose are pending before or threatened by the Commission;
(iii) the Delivered Shares have been registered or qualified for sale under the securities or Blue Sky laws of each jurisdiction in which such registration or qualification is necessary in connection with the issuance and delivery of such Delivered Shares to such Limited Partner, in accordance with subparagraph 3.1(a);
(iv) the documents filed with the Commission and incorporated by reference in the Prospectus, when such documents were filed with the Commission, conformed in all material respects to the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission under it and none of such documents contained when so filed an untrue statement of a material fact or omitted to state a material fact required to be stated in it, or necessary to make the statements in it in the light of the circumstances under which they were made, not misleading;
(v) the Registration Statement and the Prospectus, when the Registration Statement was declared effective by the Commission and on the Limited Partner Purchase Date, conformed in all material respects to the requirements of the Act, and the rules and regulations of the Commission under it and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated in it or necessary to make the statements in it (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; and
(vi) the Delivered Shares have been duly and validly authorized and, when issued to the Limited Partners in accordance with subparagraph 3.1(a), will be validly issued, fully paid and non-assessable and will conform to the description of them in the Prospectus; and when the Delivered Shares are so issued and delivered, the certificates will be in valid and legal form and this Agreement will deliver to the Limited Partners good and marketable title to the Delivered Shares, free and clear of all liens, encumbrances, equities or claims.

2.5. Representations and Warranties of the General Partner. The General Partner represents and warrants, on behalf of the Partnership, that:
(a). The Partnership is the sole and lawful owner of the Technology, free and clear of all liens, charges, claims, security interests or claims in the Technology, except those in favor of any third parties which have licensed patent or other rights to the Partnership for use in the development of the Technology.
(b). The General Partner has full right, power, capacity and authority to execute and deliver this Agreement, and to consummate the transactions contemplated by it.
(c). The execution and delivery by the General Partner of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized by all requisite action, do not violate, conflict with, or constitute a default under, the Limited Partnership Agreement, a true copy of which has been furnished to _________, Inc., or the terms or provisions of any agreement, license, trust, indenture or other instrument or restriction, material to the conduct of the business of the General Partner, to which the General Partner is a party or by which it is bound, or any order, award, judgment or decree to which the General Partner is a party or by which it is bound.

ARTICLE III.
—PURCHASE PRICE

3.1. Initial Payment. As complete and full consideration for the sale to _________, Inc. by each Limited Partner of its Limited Partnership Interest _________, Inc. shall pay to each Limited Partner the consideration set forth in Section 3.2 below and either (1) the consideration set forth in subparagraph 3.1(a) below, if _________, Inc. chooses to make the Stock Payment pursuant to subparagraph 4.1(b) of the Option Agreement, (2) the consideration set forth in subparagraph.

1(b) below, if _________, Inc. chooses to make the Cash Payment pursuant to subparagraph 4.1(b) of the Option Agreement, or (3) the consideration set forth in subparagraphs 3.1(a) and 3.1(b) below relating to the Combination Payment if _________, Inc. chooses to make the Combination Payment pursuant to subparagraph 4.1(b) of the Option Agreement.
(a). If _________, Inc. shall have elected to make the Stock Payment or Combination Payment pursuant to subparagraph 4.1(b) of the Option Agreement, _________, Inc. shall deliver to each Limited Partner, in the manner specified in clause (ii) of this subparagraph 3.1(a), (1) in the case of the Stock Payment, the number of shares of Common Stock that is equal to the quotient of (A) $_____ divided by (B) 90% of the average Closing Price per share of the Common Stock on the twenty trading days immediately preceding the fifth trading day prior to the date (the "Limited Partner Purchase Option Exercise Date") notice is given pursuant to Section 4.2 of the Option Agreement (but not including the Limited Partner Purchase Option Exercise Date), as such number of shares may be adjusted in accordance with clause (i) of this subparagraph 3.1(a), for each Unit of Limited Partnership Interest of such Limited Partner, or (2) in the case of the Combination Payment, the number of shares of Common Stock that would have been delivered to such Limited Partner if _________, Inc. had chosen to make the Stock Payment, multiplied by the Stock Percentage. In the case of partial Units, if any, held by any Limited Partner, the number of such shares

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