AGREEMENT AND PLAN OF MERGER

by and among

LUMIGEN, INC.,

BECKMAN COULTER, INC.,

NLACQCO INC.,

THE UNDERSIGNED SHAREHOLDERS,

and the

SHAREHOLDERS REPRESENTATIVE

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is entered into as of September 29, 2006, by and among Lumigen, Inc., a Michigan corporation (the Company), Beckman Coulter, Inc., a Delaware corporation (Buyer), and NLAcqCo Inc., a Michigan corporation and a wholly-owned subsidiary of Buyer (Buyer Sub), the undersigned Shareholders of the Company and A. Paul Schaap as the Shareholders Representative. Buyer, Buyer Sub, the Company and the Shareholders are sometimes individually referred to as a Party and collectively referred to as the Parties.

RECITALS

The Parties desire that Buyer Sub merge with and into the Company, with the Company being the surviving corporation, so that the separate existence of Buyer Sub will cease, and the Company will assume by operation of law all assets and liabilities of Buyer Sub and thereafter continue as the surviving corporation.

Each of the respective Boards of Directors of Buyer, Buyer Sub, and the Company have approved this Agreement and the Merger.

The Company has only issued Common Stock.

The undersigned Shareholders represent collectively no less than 648,000 of the issued and outstanding shares of Common Stock of the Company and have approved this Agreement and the Merger.

Capitalized terms shall have the meanings set forth in Article 14 hereto or as they may be defined elsewhere in this Agreement.

AGREEMENT

The Parties, intending to be legally bound, agree as follows:

1. THE MERGER.

1.1 Shares. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Michigan Business Corporation Act (the MBCA), at the Effective Time, Buyer Sub shall be merged with and into the Company (the Merger), whereupon the separate corporate existence of Buyer Sub shall cease, and the Company shall continue as the surviving corporation (sometimes referred to herein as the Surviving Corporation) and shall succeed to and assume all the rights and obligations of Buyer Sub in accordance with the MBCA.

1.2 Closing. The purchase and sale (the Closing) provided for in this Agreement will take place at the offices of Beckman Coulter, Inc., 4300 North Harbor Boulevard, Fullerton, California 92835 at 10:00 a.m. (local time) on the date which is two (2) business days after all of the conditions in Article 8 and Article 9 have been satisfied or waived or at such other time and place as the Parties may agree. The Closing shall be deemed effective as of 11:59 p.m. on the

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Closing Date. Subject to the provisions of Article 10, failure to consummate the purchase and sale provided for in this Agreement on the date and time and the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any Party of any obligation under this Agreement.

1.3 Effective Time. At the Closing, Buyer, Buyer Sub and the Company shall cause the Merger to be consummated by duly filing a properly executed Certificate of Merger in the form attached hereto as Exhibit A with the State of Michigan Department of Labor and Economic Growth, in accordance with the relevant provisions of the MBCA. The time the Merger becomes effective in accordance with applicable Legal Requirements is referred to herein as the Effective Time.

1.4 Effects of the Merger. The Merger shall have the effects set forth in the applicable provisions of the MBCA. Without limiting the generality of the foregoing, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Buyer Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Buyer Sub shall become the debts, liabilities and duties of the Surviving Corporation. In addition, the approval of the Merger by the requisite percentage of the Shareholders shall constitute approval by each Shareholder of (i) the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Amount in escrow, (ii) the indemnity provisions contained in Article 11 hereof, and (iii) the appointment and authority of the Shareholders Representative as described in Section 13.12 below.

1.5 Articles of Incorporation and Bylaws. As of the Effective Time, the Articles of Incorporation of Buyer Sub, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by the MBCA and such Articles of Incorporation. As of the Effective Time, the Bylaws of Buyer Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by the MBCA and such Bylaws.

1.6 Directors and Officers. The directors of Buyer Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Buyer Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

1.7 Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall determine or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Buyer Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Buyer Sub, all such deeds, bills of sale, assignments and assurances, and to take and do, in the name and on behalf of each of such corporation, all such other actions and things as may be necessary or desirable to

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vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

2. EFFECT OF THE MERGER ON CAPITAL STOCK.

2.1 Effect on Capital Stock of Buyer Sub. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holder of any shares of capital stock of the Company, Buyer or Buyer Sub, each share of common stock of Buyer Sub that is issued and outstanding immediately prior to the Effective Time shall be converted, as of the Effective Time, into one fully paid and non-assessable share of common stock of the Surviving Corporation.

2.2 Effect on Capital Stock of Company: Payment of Total Merger Consideration. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holder of any shares of capital stock of the Company, Buyer or Buyer Sub, but subject to Section 2.3, each share of common stock of the Company, whether voting or nonvoting (Common Stock) that is issued and outstanding immediately prior to the Effective Time (a Share or the Shares) shall be cancelled and extinguished and converted, upon surrender of the certificate representing such Share (Certificate), into the right to receive an amount of Total Merger Consideration as set forth in Schedule 2.2 (Merger Consideration).

The Total Merger Consideration means the Closing Merger Consideration, as adjusted pursuant to Section 3.4 and Section 11.8. The Closing Merger Consideration means One Hundred Eighty Five Million Dollars ($185,000,000), plus the Estimated Working Capital Surplus, if any, or minus the Estimated Working Capital Deficiency, if any, each as described in Section 3.1 below.

2.3 Payment of Closing Merger Consideration.

(a) Promptly following the Effective Time, Buyer shall deposit into an escrow with Wells Fargo Bank, National Association (the Escrow Agent) cash in an amount equal to Fifteen Million Dollars ($15,000,000) (the Escrow Amount), by wire transfer to an account specified by the Escrow Agent, which is to be held to secure Shareholders obligations under Section 3.4(a) and Article 11 below. The Escrow Amount shall be held and released by the escrow agent in accordance with an escrow agreement in the form of Exhibit B (the Escrow Agreement) to be executed at the Closing by Buyer, the Shareholders Representative and the Escrow Agent.

(b) Promptly following the receipt by Buyer after the Effective Time of a certificate representing Shares held by a Shareholder, Buyer shall deliver to such Shareholder by wire transfer of immediately available funds to an account designated by such Shareholder, an amount equal to such Shareholders portion of the Closing Merger Consideration, minus such Shareholders portion of the Escrow Amount, each as set forth on Schedule 2.2.

2.4 Lost Certificates. If any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Shareholder claiming such certificate to be lost, stolen or destroyed, and an agreement by such Shareholder to indemnify against any claim that shall be made against the Surviving Corporation or Buyer with respect to

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such certificate, Buyer will deliver in exchange for such lost, stolen or destroyed certificate the consideration to be paid in respect of the Shares represented by such certificate as contemplated by this Agreement.

2.5 Stock Books. Immediately prior to the Closing Date, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of shares of Common Stock on the records of the Company. From and after the Closing Date, the Shareholders shall cease to have any rights with respect to the Shares except as otherwise provided for herein.

2.6 Stock Options. Hashem Akhavan-Tafti is the sole holder of all outstanding options and other Commitments. Mr. Akhavan-Tafti holds options to purchase 90,000 shares of unissued Common Stock. Mr. Akhavan-Tafti and the Company agree that at or before the Closing, Mr. Akhavan-Tafti will (i) exercise the Options as to 67,500 shares of Common Stock of the Company for $57.78 each and pay to the Company said exercise price, and (ii) will surrender for cancellation his remaining balance of the Options and deliver to the Company an executed general release with respect to the cancelled portion of the Options. Immediately upon exercise of such Options, and as a condition to the issuance and delivery of the 67,500 shares of Common Stock of the Company underlying such Options, Mr. Akhavan-Tafti will pay to the Company the amount necessary to satisfy the Companys obligations to collect and pay over all applicable Taxes to the proper Governmental Authorities required by reason of such exercise. All Options and Commitments that are not exercised prior to the Closing shall be cancelled, retired, and extinguished and shall terminate and expire as of the Effective Time and the Company shall take all actions necessary to timely effectuate such termination. Neither Buyer nor the Surviving Corporation shall assume, become responsible for or otherwise assume any obligations with respect to, any outstanding options, warrants or other Commitments to purchase or otherwise acquire capital stock of the Company, and no consideration shall be delivered or deliverable in respect thereof.

2.7 Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, as and if applicable, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by Shareholders who did not vote in favor of the Merger (the Dissenting Shares), which Shareholders comply with all of the relevant provisions of the applicable Legal Requirements (the Dissenting Shareholders), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under applicable Legal Requirements. The Company shall give Buyer (a) prompt notice of any demands for appraisal of any Shares or attempted withdrawals of such demands and any other instruments served pursuant to applicable Legal Requirements and received by the Company relating to the Dissenting Shareholders rights of appraisal, and (b) the opportunity to direct, in its reasonable business judgment, all negotiations and proceedings with respect to demands for appraisal under applicable Legal Requirements. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Buyer, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holders Shares shall thereupon be converted into the right to receive, as of the Effective Time, its pro rata portion of the Closing Merger Consideration pursuant to this Agreement.

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3. WORKING CAPITAL ADJUSTMENT.

3.1 Determination of Closing Merger Consideration; Initial Adjustment

(a) On or before a date not less than seven (7) days prior to the Closing Date, the Company shall prepare and deliver to Buyer (i) an estimated balance sheet as of the close of business on the date immediately preceding the Closing Date (the Estimated Closing Balance Sheet) and (ii) a good faith estimate of the Working Capital as of the Closing Date (the Estimated Closing Working Capital), calculated in a manner consistent with Schedule 3.1. The Estimated Closing Balance Sheet will be prepared in accordance with GAAP using the same accounting methods, policies, practices and procedures, with consistent classifications and estimation methodologies, as were used in the preparation of the Balance Sheet, to the extent applicable, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from or resulting as a consequence of the transactions contemplated hereby.

(b) On the Closing Date, (i) if the Estimated Closing Working Capital is less than the Target Working Capital, Buyer shall reduce the Closing Merger Consideration by the dollar amount of the shortfall (the Estimated Working Capital Deficiency), and (ii) if the Estimated Closing Working Capital exceeds the amount of Four Million Dollars ($4,000,000) (the Target Working Capital), Buyer shall increase the Closing Merger Consideration by the dollar amount of the excess, but in no event by more than Fifteen Million Dollars ($15,000,000) of such excess (the Estimated Working Capital Surplus). Buyer shall not be entitled to seek indemnification under Article 11 of this Agreement with respect to any facts specifically identified in making an adjustment under this Section 3.1 to the extent of the dollar amount of such adjustment.

3.2 Closing Balance Sheet. Within the sixty (60) day period following the Closing Date, Buyer shall prepare and deliver to the Shareholders Representative a balance sheet of the Company as of the close of business on the Closing Date (the Closing Balance Sheet) and a working capital statement (the Closing Working Capital Statement) setting forth Buyers calculation of the Working Capital as of the close of business on the Closing Date (the Closing Working Capital). In connection with the review of the Closing Balance Sheet, Buyer shall provide to the Shareholders Representative reasonable access to all relevant books and records and personnel of the Company.

3.3 Disagreement and Resolution.

(a) If the Shareholders Representative disagrees with the determination of the Closing Working Capital as shown on the Closing Working Capital Statement, the Shareholders Representative shall notify Buyer in writing of such disagreement within forty-five (45) days after delivery of the Closing Working Capital Statement to the Shareholders Representative, which notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. After the end of such forty-five (45) calendar day period, neither Buyer nor the Shareholders Representative may introduce additional disagreements with respect to any item in the Closing Working Capital Statement or

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increase the dollar amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Shareholders Representative and will be final and binding upon the Parties except to the extent that corollary adjustments thereto are necessarily required as a result of resolution of the disputed items that were so identified. If Shareholders Representative does not so notify Buyer of a disagreement within such forty-five (45) day period, then the Closing Working Capital delivered by Buyer pursuant to Section 3.2 shall be deemed to be final and binding on Buyer and Shareholders.

(b) Buyer and Shareholders Representative shall negotiate in good faith to resolve any such disagreement. If Buyer and the Shareholders Representative are unable to resolve all disagreements properly identified by the Shareholders Representative pursuant to Section 3.3(a) within fifteen (15) days after delivery to Buyer of written notice of such disagreements, then such disagreements shall be submitted for final and binding resolution to an independent accounting firm of nationally recognized standing to resolve such disagreements (the Accounting Arbitrator). The Accounting Arbitrator shall be an independent accounting firm of nationally recognized standing selected by mutual agreement of Buyer and the Shareholders Representative; provided, that (i) if, within five (5) business days after the Shareholders Representative have delivered the notice of disagreement to Buyer pursuant to Section 3.3(a), the Parties are unable to agree on such independent accounting firm to act as Accounting Arbitrator, Buyer and the Shareholders Representative shall each select an independent accounting firm of nationally recognized standing and such firms together shall select the independent accounting firm that will act as the Accounting Arbitrator, and (ii) if either Buyer or the Shareholders Representative does not select such independent accounting firm within five (5) days of written demand therefor by the other Party, the independent accounting firm selected by the other Party shall act as the Accounting Arbitrator. Each of Buyer and the Shareholders Representative may present a supporting brief to the Accounting Arbitrator (in which case the presenting Party shall provide a copy thereof to the other Party) within ten (10) days of appointment of the Accounting Arbitrator. Within ten (10) days of receipt of a supporting brief, the receiving Party may present a responsive brief to the Accounting Arbitrator (in which case it shall provide a copy thereof to the other Party). Each of Buyer and the Shareholders Representative may make an oral presentation to the Accounting Arbitrator (in which case it shall provide prompt prior notice of such presentation to the other Party) within twenty (20) days of appointment of the Accounting Arbitrator. The Accounting Arbitrator will only consider such briefs and presentations and those items and amounts set forth in the Closing Working Capital Statement as to which Buyer and the Shareholders Representative have disagreed within the time periods and on the terms specified in this Section 3.3 and shall not conduct an independent review. The Accounting Arbitrator shall deliver to Buyer and the Shareholders Representative, as promptly as practicable and in any event within sixty (60) days after such Accounting Arbitrators appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The Accounting Arbitrator shall select the position of either Buyer or the Shareholders Representative as a resolution for each item of disagreement and may not impose an alternative resolution. The determination of the Accounting Arbitrator shall be final and binding and may be entered as a judgment in a court of competent jurisdiction. The fees, expenses and costs of the Accounting Arbitrator shall be borne equally by Buyer and Shareholders.

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3.4 Total Merger Consideration Adjustment.

(a) If the Closing Working Capital as finally determined in accordance with Section 3.3 is less than the Estimated Closing Working Capital (the difference between such amounts, the Negative Working Capital Adjustment), then, within seven (7) days following the final determination of the Closing Working Capital, Shareholders shall pay to Buyer the Negative Working Capital Adjustment. If the Negative Working Capital Adjustment has not been paid in cash by Shareholders to Buyer within such seven (7) day period, Buyer may, in its sole discretion, withdraw from the Escrow Amount any of the unpaid portion of the Negative Working Capital Adjustment plus interest payable under Section 3.4(c) below; provided however, that the amount Buyer may withdraw may not exceed the amount by which (i) the Escrow Amount plus any interest earned thereon, exceeds (ii) the amounts payable to Shareholders on interest earned on the Escrow Amount as of such date of withdrawal pursuant to Section 5.4 of the Escrow Agreement. In the event Buyer withdraws any amounts from the Escrow Amount pursuant to the preceding sentence, within seven (7) days after such withdrawal, Shareholders jointly and severally shall restore the Escrow Amount to the amount thereof immediately prior to Buyers withdrawal from such account by depositing with the Escrow Agent, for credit to the Escrow Amount, an amount equal to the amount so withdrawn.

(b) If the Closing Working Capital as finally determined in accordance with Section 3.3 is more than the Estimated Closing Working Capital (the difference between such amounts, the Positive Working Capital Adjustment) then, within seven (7) days following such final determination, Buyer shall pay to Shareholders an amount in cash equal to each Shareholders pro rata portion thereof according to the respective number of Shares held by each Shareholder immediately prior to the Closing. Notwithstanding the foregoing, in no event shall the aggregate amounts (if any) paid by Buyer pursuant to (i) this Section 3.4, and (ii) the Estimated Working Capital Surplus, exceed Fifteen Million Dollars ($15,000,000).

(c) If Buyer on the one hand or Shareholders on the other hand do not pay any of the amounts owed to the other pursuant to this Section 3.4, if any, within ten (10) days of when such payment is due, then such amounts shall incur interest at a rate of twelve percent (12%) per annum from the due date for such amount through the actual payment date for such amount.

(d) All payments made pursuant to this Section 3.4 shall be treated for all purposes as an adjustment to the Total Merger Consolidation.

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDERS. The Company and Shareholders each hereby represent and warrant to Buyer as follows, subject to any Part of the Disclosure Letter referenced in this Article 4 and delivered in accordance with Section 13.11(a).

4.1 Organization And Good Standing.

(a) Part 4.1 of the Disclosure Letter contains the complete and accurate fully diluted capitalization of the Company, including the identity of each stockholder (and Option holder) and the number of shares held by each. The Company is a corporation duly organized,

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validly existing, and in good standing under the laws of Michigan, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under Applicable Contracts. The Company is not authorized to do business anywhere other than Michigan and the ownership or use of the properties owned or used by the Company or the nature of the activities conducted by the Company does not require the Company to qualify to do business as a foreign corporation under the laws of any other state or other jurisdiction. The Company neither owns nor controls, nor has any other equity investment or other interest in, directly or indirectly, any corporation, joint venture, partnership, association or other Person or Subsidiary.

(b) Prior to the date hereof, the Company has delivered, or made available to Buyer in the online data room established by the Company for purposes of the Contemplated Transactions (the Data Room), copies of the Organizational Documents of the Company as currently in effect. The Organizational Documents do not and neither the Companys board of directors nor the shareholders have taken any action or entered into any agreement that would grant any shareholder dissenters rights or appraisal rights beyond those available under applicable Legal Requirements.

4.2 Authority; No Conflict.

(a) This Agreement constitutes the legal, valid, and binding obligation of each Shareholder and the Company, enforceable against each Shareholder and the Company in accordance with its terms. Upon the execution and delivery (i) by the Shareholders that are Executives of the Employment Agreements, (ii) by the Shareholders named as parties to the NexGen Company Agreement, (iii) by the Shareholders of the Non-competition Agreements and (ii) by the Shareholders Representative of the Escrow Agreement, (collectively, the Shareholder Closing Documents), the Shareholder Closing Documents will constitute the legal, valid, and binding obligations of Shareholders named as parties thereto or the Shareholders Representative, as the case may be, enforceable against such parties thereto in accordance with their respective terms. Each Shareholder and the Shareholders Representative, as the case may be, has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Shareholder Closing Documents to which they are named as parties and to perform its obligations under this Agreement and the Shareholder Closing Documents.

(b) Except as set forth in Part 4.2 of the Disclosure Letter, the execution and delivery of this Agreement by the Company, each Shareholder and the Shareholders Representative, as applicable, and the consummation of the transactions contemplated hereby does not and will not (i) violate any provision of, or result in the breach of the Organizational Documents of the Company, By-laws of the Company, or any resolution of the shareholders or directors or the Company in effect at the Closing; (ii) conflict with, result in a breach of or constitute a default under, terminate or result in the termination of, result in the acceleration of, create in any Party the right to accelerate, terminate, modify or cancel, or require any notice under any Applicable Contract, (iii) violate or breach any applicable law, rule, regulation, injunction, order, judgment, ruling, charge, decree or other restriction of any Governmental Body, (iv) result in the creation of any Encumbrance upon any of the properties or assets of the Company, or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of an Encumbrance or result in a violation or

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revocation of any required license, permit or approval from any Governmental Body or other third Party, (v) cause Buyer or the Company to become subject to, or to become liable for the payment of, any Tax; (vi) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body, or (vii) give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify any Business Agreement.

4.3 Capitalization. The authorized equity securities of the Company consist of one million shares of Common Stock, ten cents par value, 720,000 of which are issued and outstanding as of the date of this Agreement. Other than the Shares and options to purchase 90,000 shares of Common Stock of the Company held by Mr. Akhavan-Tafti (the Options), there are no authorized or issued and outstanding equity securities of the Company or any Commitments. Except as set forth in Part 4.3 of the Disclosure Letter, the Shareholders named in Part 4.3 of the Disclosure Letter are and will be on the Closing Date the only record and beneficial owners and holders of the Shares and Options, free and clear of all Encumbrances. Except as set forth in Part 4.3 of the Disclosure Letter, no other Person has ever held any beneficial or record ownership of any Shares, Options or Commitments. No legend or other reference to any purported Encumbrance appears upon any certificate representing the Shares or Options. All the Shares and Options have been duly authorized and validly issued and all the Shares are fully paid and nonassessable. All Shares issued upon exercise of the Options in accordance therewith will be duly authorized and validly issued and fully paid and nonassessable. None of the Shares was issued in violation of the Securities Act or any other Legal Requirement. Except for a 19.9% equity interest in NexGen, the Company does not own, or have any Contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business.

4.4 Financial Statements. The Company and Shareholders have delivered to Buyer: (a) audited consolidated balance sheets of the Company as at December 31, in each of the years 2003 through 2005 (as at December 31, 2005, the Balance Sheet), and the related audited consolidated statements of income, changes in stockholders equity, and cash flow for each of the fiscal years then ended, including in each case the notes thereto, together with the report thereon of Plante & Moran, PLLC, independent certified public accountants, and (b) the unaudited consolidated balance sheet of the Company as at August 31, 2006 prepared by the Company (the Interim Balance Sheet) and the related unaudited consolidated statements of income, changes in stockholders equity, and cash flow for the eight (8) month period then ended. Such financial statements and notes fairly present in all material respects the financial condition and the results of operations, changes in stockholders equity, and cash flow of the Company as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse to the Company) and the absence of notes (that, if presented, would not differ materially from those included in the Balance Sheet); the financial statements referred to in this Section 4.4 reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than the Company is required by GAAP to be included in the consolidated financial statements of the Company.

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4.5 Books And Records; Disclosure Controls.

(a) The books of account, minute books, stock record books, and other records of the Company, all of which have been made available to Buyer, are complete and correct and have been maintained in accordance with sound business practices including the maintenance of an adequate system of internal controls. At the Closing, all of those books and records will be in the possession of the Company.

(b) The minute books of the Company contain accurate and complete records of all meetings held of, and corporate action taken by, the shareholders, the Board of Directors, and committees of the Board of Directors of the Company, and no meeting of any such shareholders, Board of Directors, or committee has been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of those books and records will be in the possession of the Company.

4.6 Title To Properties; Encumbrances. Part 4.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all its properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet and the Interim Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short term investments) are listed in Part 4.6 of the Disclosure Letter. For avoidance of doubt, the real property described in the first paragraph of section 2 of Part 4.6 of the Disclosure Letter (the Livonia Property) which will be contributed to NexGen as described in Section 6.10, will not comprise part of the real property owned by the Company as of the Closing Date; provided, however, that notwithstanding anything else the Livonia Property shall be treated as part of the owned real property of the Comany for purposes of this Section 4.6. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except with respect to all such properties and assets, (a) those items disclosed in Part 4.6 of the Disclosure Letter, (b) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (d) liens for current taxes not yet due, and (e) with respect to real property, zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the

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