Common use of Other Factors Clause in Contracts

Other Factors. The Board of Directors of Thermo Electron did not consider the net book value of the Company as a relevant factor in assessing the Company's value and, accordingly, did not evaluate the fairness of the Offer Price in relation to the Company's net book value. The Company's net book value at September 30, 2001 was approximately $115 million, which would have yielded a per Share valuation for the Company of $6.79. The Board of Directors relied in part upon valuation methodologies performed by JPMorgan for the purpose of its financial analysis, and JPMorgan did not employ net book value in its financial analysis. Moreover, Thermo Electron does not believe that an analysis based upon net book value was appropriate for an instruments business. Thermo Electron believes that net book value is a valuation methodology more typically used in the banking, utilities, real estate and financial services industries. In connection with the Offer, the Board of Directors of Thermo Electron also did not consider "shopping" the Company to prospective purchasers. Shopping the Company would not only entail substantial time delays and allocation of management's time and energy, but would also disrupt and discourage the Company's employees and create uncertainty among the Company's customers and suppliers. Furthermore, Thermo Electron does not intend to sell the Company, but rather intends to continue to operate the Company as part of its core Optical Technologies business. See "--Conduct Of Thermo Electron After The Offer And The Merger." In connection with the Offer, the Board of Directors of Thermo Electron did not consider the Offer Price as compared to any implied liquidation value because it was not contemplated that the Company be liquidated, whether or not the Offer and the Merger were completed. Thermo Electron also believed that the piecemeal sale of the Company's assets suggested by a liquidation analysis of the Company would not yield a higher price per Share because a liquidation would result in greater tax liability and more expenses for the fees of legal and financial advisors. RECENT PURCHASES OF SHARES BY THERMO ELECTRON. See Schedule II to this Offer to Purchase for information on purchases of Shares by Thermo Electron (as well as by the Company) during the past two years. Thermo Electron believed that its purchases of Shares during the past two years, at a purchase price of $17.67 per Share, weighed in favor of the fairness of the Offer and the Merger in that the price it had paid was substantially similar to the Offer Price.

Other Factors. The Board of Directors of Thermo Electron did not consider the net book value of the Company as a relevant factor in assessing the Company's value and, accordingly, did not evaluate the fairness of the Offer Price in relation to the Company's net book value. The Company's net book value at September 30, 2001 was approximately $115 million, which would have yielded a per Share valuation for the Company of $6.79. The Board of Directors relied in part upon valuation methodologies performed by JPMorgan for the purpose of its financial analysis, and JPMorgan did not employ net book value in its financial analysis. Moreover, Thermo Electron does not believe that an analysis based upon net book value was appropriate for an instruments business. Thermo Electron believes that net book value is a valuation methodology more typically used in the banking, utilities, real estate and financial services industries. In connection with the Offer, the Board of Directors of Thermo Electron also did not consider "shopping" the Company to prospective purchasers. Shopping the Company would not only entail substantial time delays and allocation of management's time and energy, but would also disrupt and discourage the Company's employees and create uncertainty among the Company's customers and suppliers. Furthermore, Thermo Electron does not intend to sell the Company, but rather intends to continue to operate the Company as part of its core Optical Technologies business. See "--Conduct Of Thermo Electron After The Offer And The Merger." In connection with the Offer, the Board of Directors of Thermo Electron did not consider the Offer Price as compared to any implied liquidation value because it was not contemplated that the Company be liquidated, whether or not the Offer and the Merger were completed. Thermo Electron also believed that the piecemeal sale of the Company's assets suggested by a liquidation analysis of the Company would not yield a higher price per Share because a liquidation would result in greater tax liability and more expenses for the fees of legal and financial advisors. RECENT PURCHASES OF SHARES BY THERMO ELECTRON. See Schedule II to this Offer to Purchase for information on purchases of Shares by Thermo Electron (as well as by the Company) during the past two years. CONCLUSIONS OF THE BOARD OF DIRECTORS. Thermo Electron believed that its purchases Electron's Board of Shares during Directors concluded that, given the past two years, at a purchase price of $17.67 per Share, weighed in favor recent performance of the fairness Shares prior to the announcement of Thermo Electron's intention to take the Company private, the uncertainties surrounding the Company's future growth prospects and the limited trading market for the Shares, the Offer and the Merger in were fair to the Public Stockholders. In determining that the price it had paid was substantially similar Offer and the Merger were fair to the Public Stockholders, the Board of Directors of Thermo Electron considered the above factors as a whole and did not assign specific or relative weights to them, other than that the Offer PricePrice of $17.50 per Share in cash was considered the most important factor.

Other Factors. The Board of Directors of Thermo Electron did not consider the net book value of the Company as a relevant factor in assessing the Company's value and, accordingly, did not evaluate the fairness of the Offer Price in relation to the Company's net book value. The Company's net book value at September 30, 2001 was approximately $115 million, which would have yielded a per Share valuation for the Company of $6.79. The Board of Directors relied in part upon valuation methodologies performed by JPMorgan for the purpose of its financial analysis, and JPMorgan did not employ net book value in its financial analysis. Moreover, Thermo Electron does not believe that an analysis based upon net book value was appropriate for an instruments business. Thermo Electron believes that net book value is a valuation methodology more typically used in the banking, utilities, real estate and financial services industries. In connection with the Offer, the Board of Directors of Thermo Electron also did not consider "shopping" the Company to prospective purchasers. Shopping the Company would not only entail substantial time delays and allocation of management's time and energy, but would also disrupt and discourage the Company's employees and create uncertainty among the Company's customers and suppliers. Furthermore, Thermo Electron does not intend to sell the Company, but rather intends to continue to operate the Company as part of its core Optical Technologies business. See "--Conduct Of Thermo Electron After The Offer And The Merger." In connection with the Offer, the Board of Directors of Thermo Electron did not consider the Offer Price as compared to any implied liquidation value because it was not contemplated that the Company be liquidated, whether or not the Offer and the Merger were completed. Thermo Electron also believed that the piecemeal sale of the Company's assets suggested by a liquidation analysis of the Company would not yield a higher price per Share because a liquidation would result in greater tax liability and more expenses for the fees of legal and financial advisors. RECENT PURCHASES OF SHARES BY THERMO ELECTRON. See Schedule II to this Offer to Purchase for information on purchases of Shares by Thermo Electron (as well as by the Company) during the past two years. Thermo Electron believed that its purchases of Shares during the past two years, at a 16 purchase price of $17.67 per Share, weighed in favor of the fairness of the Offer and the Merger in that the price it had paid was substantially similar to the Offer Price.