(3) BUSINESS ACQUISITION On March 9, 2012, ZND entered into an asset purchase agreement and simultaneously closed with NeuroDyne Medical Corp ( NeuroDyne ) to acquire substantially all of NeuroDyne s assets for the sum of $303 payable at closing ($145 in cash and 266,478 shares of restricted common stock valued at $158), and an additional $100 in cash payable sixty days from the close date (the  Transaction ). In addition, the transaction also provides for additional contingent consideration, based on a declining percentage of net revenue (ranging from 10% to 0.5%) generated by NeuroDyne products over the next seven years. The potential undiscounted amount of all future payments that the Company could be required to make under the contingent consideration arrangement is between $0 and $344. The fair value of the contingent consideration arrangement was estimated to be $135 at the acquisition date using a discounted cash flow model. Key assumptions include a discount rate of 24% and a range of NeuroDyne net revenues of between $210 and $3,500. The acquisition was accounted for under the acquisition method of accounting. NeuroDyne is a manufacturer of advanced medical devices for non-invasive measurement of surface electromyography ( sEMG ) and autonomic nervous systems. The devices are used for evaluation and treatment of neurological and neuromuscular disorders as well as education and research. NeuroDyne s products include medical instruments, sensors, disposable electrodes and software The products are sold world wide and are used by healthcare providers, educators and researchers. ZND intends to utilize NeuroDyne s distribution network for the already developed products within NeuroDyne, subject to FDA regulation, and NeuroDyne sales channels to more rapidly penetrate the Neurodiagnostics market. Allocation of the purchase price was made by the Company among the specific assets and liabilities acquired, as well as among goodwill and other intangible assets identified as acquired by the Company. [ The goodwill